EX-4.5 7 exh4-5cf2psa.htm CF 2019-CF2 PSA

Exhibit 4.5

 

EXECUTION VERSION

 

 

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

 

KEYBANK NATIONAL ASSOCIATION,
Master Servicer,

 

LNR PARTNERS, LLC and
KEYBANK NATIONAL ASSOCIATION,
each as a Special Servicer as described herein,

 

CITIBANK, N.A.,
Trustee,

 

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

 

PARK BRIDGE LENDER SERVICES LLC,
Operating Advisor,

 

and

 

PARK BRIDGE LENDER SERVICES LLC,
Asset Representations Reviewer 

 

 

 

POOLING AND SERVICING AGREEMENT
Dated as of October 1, 2019

 

 

 

CF 2019-CF2 Mortgage Trust
Commercial Mortgage Pass-Through Certificates,
Series 2019-CF2

 

 

 

 

 

TABLE OF CONTENTS 

 

Page

 

ARTICLE I

 

DEFINITIONS

 

Section 1.01

Defined Terms

10

Section 1.02

Certain Calculations

146

Section 1.03

Certain Constructions

151

Section 1.04

Certain Matters Relating to the Non-Serviced Mortgage Loans

152

 

ARTICLE II

 

CONVEYANCE OF MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION LOAN; 

ORIGINAL ISSUANCE OF CERTIFICATES

 

Section 2.01

Conveyance of Mortgage Loans and Trust Subordinate Companion Loan; Assignment of Mortgage Loan Purchase Agreements

153

Section 2.02

Cooperation with the Mortgage Loan Sellers with Respect to Rights Under Loan Agreements

159

Section 2.03

Acceptance by Custodian and the Trustee

160

Section 2.04

Representations, Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans

162

Section 2.05

Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Asset Representations Reviewer

179

Section 2.06

Execution and Delivery of Certificates; Issuance of Trust Subordinate Loan Regular Interests and Lower-Tier Regular Interests

187

Section 2.07

Miscellaneous REMIC and Grantor Trust Provisions

188

 

ARTICLE III

 

ADMINISTRATION AND SERVICING 

OF THE TRUST FUND

 

Section 3.01

The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Trust Subordinate Companion Loan and the Serviced Companion Loans

189

Section 3.02

Liability of the Master Servicer and the Special Servicer When Sub- Servicing

195

Section 3.03

Collection of Mortgage Loan and Serviced Companion Loan Payments

195

Section 3.04

Collection of Taxes, Assessments and Similar Items; Escrow Accounts

196

Section 3.05

Collection Accounts; Gain-on-Sale Reserve Account; Distribution Accounts; Interest Reserve Account and Serviced Whole Loan Custodial Accounts

199

Section 3.06

Permitted Withdrawals from the Collection Accounts, the Serviced Whole Loan Custodial Accounts and the Distribution Accounts; Trust Ledger

208

-i

 

 

TABLE OF CONTENTS 

(continued) 

Page

 

Section 3.07

Investment of Funds in the Collection Accounts, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve Accounts

232

Section 3.08

Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage

234

Section 3.09

Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions

239

Section 3.10

Appraisals; Realization upon Defaulted Loans

246

Section 3.11

Custodian to Cooperate; Release of Mortgage Files

253

Section 3.12

Servicing Fees, Certificate Administrator/Trustee Fees and Special Servicing Compensation

254

Section 3.13

Reports to the Certificate Administrator; Collection Account Statements

263

Section 3.14

Access to Certain Documentation

271

Section 3.15

Title and Management of REO Properties and REO Accounts

279

Section 3.16

Sale of Specially Serviced Loans and REO Properties

284

Section 3.17

Additional Obligations of the Master Servicer and the Special Servicer; Inspections

290

Section 3.18

Authenticating Agent

293

Section 3.19

Appointment of Custodians

294

Section 3.20

Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts

295

Section 3.21

Servicing Advances

295

Section 3.22

Appointment and Replacement of Special Servicer

300

Section 3.23

Transfer of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report

307

Section 3.24

Special Instructions for the Master Servicer and/or Special Servicer

314

Section 3.25

Certain Rights and Obligations of the Master Servicer and/or the Special Servicer

315

Section 3.26

Modification, Waiver, Amendment and Consents

316

Section 3.27

Certain Intercreditor Matters Relating to the Serviced Whole Loans

323

Section 3.28

Directing Holder Contact with the Master Servicer and the Special Servicer

327

Section 3.29

Controlling Class Certificateholders, the Controlling Class Representative and the Risk Retention Consultation Party; Certain Rights and Powers of the Directing Holder and the Risk Retention Consultation Party

327

Section 3.30

Rating Agency Confirmation

331

Section 3.31

Appointment and Duties of the Operating Advisor.

334

Section 3.32

Delivery of Excluded Information to the Certificate Administrator.

342

Section 3.33

Trust Subordinate Companion Loan

342

Section 3.34

Litigation Control

343

 

-ii

 

 

TABLE OF CONTENTS 

(continued

Page

 

ARTICLE IV

 

DISTRIBUTIONS TO CERTIFICATEHOLDERS

 

Section 4.01

Distributions

347

Section 4.02

Statements to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and Others

361

Section 4.03

Compliance with Withholding Requirements

375

Section 4.04

REMIC Compliance

375

Section 4.05

Imposition of Tax on the Trust Fund

378

Section 4.06

Remittances

379

Section 4.07

P&I Advances

380

Section 4.08

Appraisal Reductions; Collateral Deficiency Amounts

386

Section 4.09

Grantor Trust Reporting

390

Section 4.10

Secure Data Room

392

 

ARTICLE V

 

THE CERTIFICATES

 

Section 5.01

The Certificates

393

Section 5.02

Registration, Transfer and Exchange of Certificates

398

Section 5.03

Mutilated, Destroyed, Lost or Stolen Certificates

409

Section 5.04

Appointment of Paying Agent

409

Section 5.05

Access to Certificateholders’ Names and Addresses; Special Notices

409

Section 5.06

Actions of Certificateholders

410

Section 5.07

Rule 144A Information

411

Section 5.08

Voting Procedures.

411

 

ARTICLE VI

 

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

 

Section 6.01

Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer

413

Section 6.02

Merger or Consolidation of the Master Servicer, the Special Servicer, the Depositor, the Asset Representations Reviewer or the Operating Advisor

413

Section 6.03

Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others

414

Section 6.04

Limitation on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor; Termination of the Master Servicer, the Special Servicer and the Operating Advisor

417

 

-iii

 

TABLE OF CONTENTS 

(continued) 

Page

 

Section 6.05

Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer

 419

Section 6.06

The Master Servicer or Special Servicer as Owners of a Certificate

420

Section 6.07

The Directing Holder and the Risk Retention Consultation Party

420

Section 6.08

Rights of Non-Directing Holders

425

 

ARTICLE VII

 

SERVICER AND OPERATING ADVISOR TERMINATION

 

Section 7.01

Servicer Termination Events

426

Section 7.02

Trustee to Act; Appointment of Successor

434

Section 7.03

Notification to Certificateholders and Other Persons

435

Section 7.04

Other Remedies of Trustee

436

Section 7.05

Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination

436

Section 7.06

Trustee as Maker of Advances

437

Section 7.07

Termination of the Operating Advisor

437

 

ARTICLE VIII

 

CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR

 

Section 8.01

Duties of Trustee and Certificate Administrator

440

Section 8.02

Certain Matters Affecting the Trustee and the Certificate Administrator

442

Section 8.03

Trustee and Certificate Administrator Not Liable for Certificates or Mortgage Loans

445

Section 8.04

Trustee and Certificate Administrator May Own Certificates

447

Section 8.05

Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification

447

Section 8.06

Eligibility Requirements for Trustee and Certificate Administrator

450

Section 8.07

Resignation and Removal of Trustee and Certificate Administrator

451

Section 8.08

Successor Trustee and Certificate Administrator

453

Section 8.09

Merger or Consolidation of Trustee or Certificate Administrator

454

Section 8.10

Appointment of Co-Trustee or Separate Trustee

454

 

ARTICLE IX

 

TERMINATION

 

Section 9.01

Termination

456

 

ARTICLE X

 

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

 

Section 10.01

Intent of the Parties; Reasonableness

464

-iv

 

 

TABLE OF CONTENTS 

(continued) 

Page

 

Section 10.02

Notification Requirements and Deliveries in Connection with securitization of a Serviced Companion Loan

465

Section 10.03

Information to be Provided by the Master Servicer and the Special Servicer

467

Section 10.04

Information to be Provided by the Trustee

467

Section 10.05

Filing Obligations

468

Section 10.06

Form 10-D and ABS-EE Filings

469

Section 10.07

Form 10-K Filings

474

Section 10.08

Sarbanes-Oxley Certification

478

Section 10.09

Form 8-K Filings

479

Section 10.10

Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports

480

Section 10.11

Annual Compliance Statements

481

Section 10.12

Annual Reports on Assessment of Compliance with Servicing Criteria

482

Section 10.13

Annual Independent Public Accountants’ Servicing Report

485

Section 10.14

Exchange Act Reporting Indemnification

486

Section 10.15

Amendments

489

Section 10.16

Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods

489

Section 10.17

Termination of the Certificate Administrator

490

 

ARTICLE XI

  

THE ASSET REPRESENTATIONS REVIEWER

 

Section 11.01

Asset Review

491

Section 11.02

Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability

497

Section 11.03

Resignation of the Asset Representations Reviewer

498

Section 11.04

Restrictions of the Asset Representations Reviewer

499

Section 11.05

Termination of the Asset Representations Reviewer

499

 

ARTICLE XII

 

MISCELLANEOUS PROVISIONS

 

Section 12.01

Counterparts

502

Section 12.02

Limitation on Rights of Certificateholders

502

Section 12.03

Governing Law

503

Section 12.04

Waiver of Jury Trial; Consent to Jurisdiction

504

Section 12.05

Notices

504

Section 12.06

Severability of Provisions

512

Section 12.07

Notice to the Depositor and Each Rating Agency

512

Section 12.08

Amendment

514

Section 12.09

Confirmation of Intent

519

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TABLE OF CONTENTS 

(continued) 

Page

 

Section 12.10

No Intended Third-Party Beneficiaries

519

Section 12.11

Entire Agreement

519

Section 12.12

Third Party Beneficiaries

520

-vi

 

TABLE OF EXHIBITS

 

Exhibit A-1

Form of Class A-1 Certificate

Exhibit A-2

Form of Class A-2 Certificate

Exhibit A-3

Form of Class A-SB Certificate

Exhibit A-4

Form of Class A-3 Certificate

Exhibit A-5

Form of Class A-4 Certificate

Exhibit A-6

Form of Class A-5 Certificate

Exhibit A-7

Form of Class X-A Certificate

Exhibit A-8

Form of Class X-B Certificate

Exhibit A-9

Form of Class A-S Certificate

Exhibit A-10

Form of Class B Certificate

Exhibit A-11

Form of Class C Certificate

Exhibit A-12

Form of Class D Certificate

Exhibit A-13

Form of Class E Certificate

Exhibit A-14

Form of Class F Certificate

Exhibit A-15

Form of Class G Certificate

Exhibit A-16

Form of Class X-D Certificate

Exhibit A-17

Form of Class X-F Certificate

Exhibit A-18

Form of Class X-G Certificate

Exhibit A-19

Form of Class S Certificate

Exhibit A-20

Form of Class R Certificate

Exhibit A-21

Form of Class NR-RR Certificate

Exhibit A-22

Form of Class SWA Certificate

Exhibit A-23

Form of Class SWC Certificate

Exhibit A-24

Form of Class SWD Certificate

Exhibit A-25

Form of Class SWE Certificate

Exhibit A-26

Form of Class SWRR Certificate

Exhibit A-27

Form of Class SWX1 Certificate

Exhibit A-28

Form of Class SWX2 Certificate

Exhibit B

Mortgage Loan Schedule

Exhibit C-1

Form of Transferee Affidavit

Exhibit C-2

Form of Transferor Letter

Exhibit D-1

Form of Investment Representation Letter

Exhibit D-2

Form of ERISA Representation Letter

Exhibit D-3

Form of Transferee Certificate for Transfer of Class SWRR Certificates

Exhibit D-4

Form of Transferor Certificate for Transfer of Class SWRR Certificates

Exhibit E

Form of Request for Release

Exhibit F

Securities Legend

Exhibit G

Form of Regulation S Transfer Certificate

Exhibit H

Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate during the Restricted Period

Exhibit I

Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate after the Restricted Period

 

- vii

 

 

Exhibit J

Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Rule 144A Global Certificate during the Restricted Period

Exhibit K

Form of Distribution Date Statement

Exhibit L-1A

Form of Investor Certification for Non-Borrower Party and/or the Risk Retention Consultation Party (for Persons other than the Controlling Class Representative, a Controlling Class Certificateholder, the Stanwix Controlling Class Representative and/or a Stanwix Controlling Class Certificateholder)

Exhibit L-1B

Form of Investor Certification for Non-Borrower Party (for the Controlling Class Representative, a Controlling Class Certificateholder, the Stanwix Controlling Class Representative and/or a Stanwix Controlling Class

Certificateholder)

Exhibit L-1C

Form of Investor Certification for Borrower Party (for Persons other than the

Controlling Class Representative, a Controlling Class Certificateholder, the Stanwix Controlling Class Representative, a Stanwix Controlling Class Certificateholder and/or the Risk Retention Consultation Party)

Exhibit L-1D

Form of Investor Certification for Borrower Party (for the Controlling Class Representative, a Controlling Class Certificateholder, the Stanwix Controlling Class Representative and/or a Stanwix Controlling Class Certificateholder)

Exhibit L-1E

Form of Notice of Excluded Controlling Class Holder

Exhibit L-1F

Form of Notice of Excluded Controlling Class Holder to Certificate Administrator

Exhibit L-1G

Form of Certification of the Controlling Class Representative

Exhibit L-1H

Form of Certification of the Risk Retention Consultation Party

Exhibit L-1I

Form of Certification of the Stanwix Controlling Class Representative

Exhibit L-2

Form of Financial Market Publisher Certification

Exhibit M

Form of Notification from Custodian

Exhibit N-1

Form of Closing Date Custodian Certification

Exhibit N-2

Form of Post-Closing Custodian Certification

Exhibit O

Form of Trustee Backup Certification

Exhibit P

Form of Custodian Backup Certification

Exhibit Q

Form of Certificate Administrator Backup Certification

Exhibit R

Form of Operating Advisor Backup Certification

Exhibit S

Form of Asset Representations Reviewer Backup Certification

Exhibit T

Form of Master Servicer Backup Certification

Exhibit U

Form of Special Servicer Backup Certification

Exhibit V

Form of Sub-Servicer Backup Certification

Exhibit W

Form of Sarbanes Oxley Certification

Exhibit X

Mortgage Loan Seller Sub-Servicers

Exhibit Y

List of Mortgage Loans for the purpose of clause (c) of the definition of “Special Servicer Decision”

Exhibit Z

Form of NRSRO Certification

Exhibit AA-1

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

Exhibit AA-2

Form of Transferee Certificate for Transfer of the Excess Servicing Fee

 

Rights

Exhibit BB-1

Form of Operating Advisor General Annual Report

- viii

 

Exhibit BB-2

Form of Operating Advisor Stanwix Annual Report

Exhibit CC

Additional Disclosure Notification

Exhibit DD

Form of Power of Attorney to the Master Servicer and Special Servicer

Exhibit EE

Form of Non-Serviced Mortgage Loan Notification

Exhibit FF

Additional Disclosure Notification (Accounts)

Exhibit GG

Form of Additional Indebtedness Notification

Exhibit HH

Asset Review Report

Exhibit II

Asset Review Report Summary

Exhibit JJ

Asset Review Procedures

Exhibit KK

Form of Certification to Certificate Administrator Requesting Access to

 

Secure Data Room

Exhibit LL

Form of Notice of [Additional Delinquent Loan] [Cessation of Delinquent

 

Loan] [Cessation of Asset Review Trigger]

Exhibit MM

Form of Certificate Administrator Receipt in Respect of Class SWRR

 

Certificates in Retained Interest Safekeeping Account

 

- ix

 

TABLE OF SCHEDULES

 

Schedule I

Directing Holders

Schedule II

Servicing Criteria to be Addressed in Assessment of Compliance

Schedule III

Class A-SB Planned Principal Balance Schedule

Schedule IV

Additional Form 10-D Disclosure

Schedule V

Additional Form 10-K Disclosure

Schedule VI

Form 8-K Disclosure Information

Schedule VII

Initial Serviced Companion Loan Noteholders

Schedule VIII

Contact Information for the Other 17g-5 Information Provider

- x

 

 

Pooling and Servicing Agreement, dated as of October 1, 2019, between CCRE Commercial Mortgage Securities, L.P., as Depositor, KeyBank National Association, as Master Servicer and as a Special Servicer solely with respect to The Stanwix Whole Loan, LNR Partners, LLC, as a Special Servicer, Citibank, N.A., as Trustee, Citibank, N.A., as Certificate Administrator, Paying Agent and Custodian, Park Bridge Lender Services LLC, as Operating Advisor, and Park Bridge Lender LLC, as Asset Representations Reviewer.

 

PRELIMINARY STATEMENT:

 

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

 

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

 

Trust Subordinate Companion Loan REMIC

 

The Trust Subordinate Companion Loan REMIC will hold the Trust Subordinate Companion Loan (subject to the Stanwix Excess Liquidation Proceeds Option) and certain other related assets subject to this Agreement, and will issue (i) the Class LSWA, Class LSWC, Class LSWD, Class LSWE and Class LSWRR Interests, which are designated as classes of “regular interests” in the Trust Subordinate Companion Loan REMIC (the “Trust Subordinate Companion Loan Regular Interests”), and (ii) the Trust Subordinate Companion Loan Residual Interest, which is designated as the sole class of “residual interests” in the Trust Subordinate Companion Loan REMIC and is represented by the Class R Certificates.

 

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

 

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

 

 

 

Designation of Trust Subordinate
Companion Loan Regular
Interest

 

Pass-Through Rate

 

Original Trust Subordinate
Companion Loan REMIC
Principal Balance

Class LSWA

 

(1)

  $10,200,000

Class LSWC

 

(1)

  $5,890,000

Class LSWD

 

(1)

  $6,190,000

Class LSWE

 

(1)

  $5,720,000

Class LSWRR

 

(1)

  $2,000,000

 

 

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

 

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

 

Lower-Tier REMIC

 

The Lower-Tier REMIC will hold the Mortgage Loans (exclusive of any Excess Interest) and certain other related assets subject to this Agreement, and will issue (i) the Class LA-1, Class LA-2, Class LA-SB, Class LA-3, Class LA-4, Class LA-5, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LNR-RR Interests, which are designated as classes of “regular interests” in the Lower-Tier REMIC (the “Lower-Tier Regular Interests”), and (ii) the Lower-Tier Residual Interest, which is designated as the sole class of “residual interests” in the Lower-Tier REMIC and is represented by the Class R Certificates. The Lower-Tier REMIC will not hold the Trust Subordinate Companion Loan or interests in the Trust Subordinate Companion Loan REMIC.

 

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

 

Designation of
Lower-Tier
Regular Interest

 

Pass-Through
Rate

 

Original Lower-
Tier Principal
Balance

         

Class LA-1

 

(1)

 

$20,649,000

Class LA-2

 

(1)

 

$40,987,000

Class LA-SB

 

(1)

 

$28,718,000

Class LA-3

 

(1)

 

$39,556,500

Class LA-4

 

(1)

 

$214,000,000

Class LA-5

 

(1)

 

$218,123,500

LA-S

 

(1)

 

$67,243,000

- 2 -

 

LB

 

(1)

 

$36,131,000

LC

 

(1)

 

$37,134,000

LD

 

(1)

 

$24,087,000

LE

 

(1)

 

$18,066,000

LF

 

(1)

 

$19,069,000

LG

 

(1)

 

$8,029,000

LNR-RR

 

(1)

 

$31,113,052

 

 

(1)

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

 

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

 

Upper Tier REMIC

 

The Upper-Tier REMIC will hold the Trust Subordinate Companion Loan Regular Interests, the Lower-Tier Regular Interests and certain other related assets subject to this Agreement and will issue (i) the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class NR-RR, Class SWA, Class SWC, Class SWD, Class SWE, Class SWX1 and Class SWX2 Certificates and the Class SWRR Upper-Tier Regular Interest, which are designated as classes of “regular interests” in the Upper-Tier REMIC and (ii) the Upper-Tier Residual Interest, which is designated as the sole class of “residual interests” in the Upper-Tier REMIC, and is represented by the Class R Certificates. The Class SWRR Certificates will represent ownership of the Class SWRR Regular Interest and will also represent ownership of an interest in the Stanwix Excess Liquidation Proceeds Option. The Stanwix Excess Liquidation Proceeds Option will not be held by any Trust REMIC, and will be held by the Trustee outside of the Trust REMICs in trust for the benefit of the Holders of the Class SWRR Certificates pursuant to Section 2.01(a) hereof.

 

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

 

Class Designation

 

Initial Certificate
Balance or
Notional Amount

 

Approximate
Initial Pass-
Through Rate (per
annum)

         

Class A-1

 

$20,649,000

 

2.04760%

Class A-2

 

$40,987,000

 

2.84460%

Class A-SB

 

$28,718,000

 

2.81650%

Class A-3

 

$39,556,500

 

2.64660%

Class A-4

 

$214,000,000

 

2.62360%

Class A-5

 

$218,123,500

 

2.87440%

- 3 -

 

Class X-A

 

$562,034,000(1)

 

1.37560%

Class X-B

 

$140,508,000(1)

 

0.76850%

Class X-D

 

$42,153,000(1)

 

1.60290%

Class X-F

 

$19,069,000(1)

 

1.10290%

Class X-G

 

$8,029,000(1)

 

1.10290%

Class A-S

 

$67,243,000

 

3.11630%

Class B

 

$36,131,000

 

3.26720%

Class C

 

$37,134,000

 

3.79470%

Class D

 

$24,087,000

 

2.50000%

Class E

 

$18,066,000

 

2.50000%

Class F

 

$19,069,000

 

3.00000%

Class G

 

$8,029,000

 

3.00000%

Class NR-RR

 

$31,113,052

 

4.10290%

Class SWA

 

$10,200,000

 

3.92360%

Class SWC

 

$5,890,000

 

3.83590%

Class SWD

 

$6,190,000

 

4.52350%

Class SWE

 

$5,720,000

 

5.37610%

Class SWRR(2)

 

$2,000,000

 

5.37610%

Class SWX1

 

$10,200,000(1)

 

1.45250%

Class SWX2

 

$12,080,000(1)

 

1.18790%

 

 

 

 

 

________________________________ 

(1)        The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class SWX1 and Class SWX2 Certificates do not have Certificate Balances; rather, each such Class of Certificates will accrue interest as provided herein on the related Notional Amount.

 

(2)        The Class SWRR Certificates will represent ownership of an interest in the Class SWRR Upper-Tier Regular Interest and will also represent ownership of an interest in the Stanwix Excess Liquidation Proceeds Option.        

 

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

 

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

 

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Class
Designation

 

Corresponding Lower-Tier Regular Interests or Corresponding Trust Subordinate Companion Loan Regular Interests(1)

 

Corresponding
Component(1)

         

Class A-1

 

LA-1

 

XA-1

Class A-2

 

LA-2

 

XA-2

Class A-SB

 

LA-SB

 

XA-SB

Class A-3

 

LA-3

 

XA-3

Class A-4

 

LA-4

 

XA-4

Class A-5

 

LA-5

 

XA-5

Class A-S

 

LA-S

 

XA-S

Class B

 

LB

 

XB

Class C

 

LC

 

XC

Class D

 

LD

 

XD

Class E

 

LE

 

XE

Class F

 

LF

 

XF

Class G

 

LG

 

XG

Class NR-RR

 

LNR-RR

 

N/A

Class SWA

 

LSWA

 

XSWA

Class SWC

 

LSWC

 

XSWC

Class SWD

 

LSWD

 

XSWD

Class SWE

 

LSWE

 

N/A

Class SWRR

 

LSWRR

 

N/A

 

 

 

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

 

Grantor Trust

 

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

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Risk Retention

 

Pooled Certificates

 

Starwood Mortgage Capital LLC is the “retaining sponsor” (as defined in the Credit Risk Retention Rules) for the securitization transaction constituted by the securitization of the Mortgage Loans and the issuance of the Pooled Certificates. Starwood Conduit CMBS Vertical Retention I LLC, a “majority-owned affiliate” (as defined in the Credit Risk Retention Rules) of Starwood Mortgage Capital LLC, is purchasing from the Underwriters or the Initial Purchasers, as the case may be, Pooled Certificates representing at least 4.1070% of the Certificate Balance or the Notional Amount, as applicable, of each Class of Pooled Regular Certificates, and at least a 4.1070% Percentage Interest in the Class S Certificates (collectively, the “VRR Interest”).

 

Starwood CMBS Horizontal Retention CF 2019-CF2 LLC, another “majority-owned affiliate” (as defined in the Credit Risk Retention Rules) of Starwood Mortgage Capital LLC, is purchasing from the Initial Purchasers the remaining portion of the Class NR-RR Certificates (in general, all of the Class NR-RR Certificates minus the portion thereof that constitutes part of the VRR Interest) with an initial Certificate Balance of $29,835,000 (the “HRR Interest”).

 

Loan-Specific Certificates

 

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

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Whole Loans

 

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

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Loan No.

Whole Loan

Type

Non-Serviced PSA

Non-Serviced Primary Servicing Fee Rate

Date of Co-Lender Agreement

Mortgage Loan

Pari Passu Companion Loan(s)

Subordinate Companion Loan(s)

Control Note

1

GNL Office and Industrial Portfolio

Serviced

N/A

N/A

September 12, 2019

Notes
A-1, A-7

Notes
A-2, A-3, A-4, A-5, A-6, A-8

N/A

Note A-1

2

Uline Arena

Non-Serviced

CD 2019-CD8 PSA

0.00125%

July 29, 2019

Notes A-2, A-3, A-4, A-5

Notes A-1, A-6, A-7

N/A

Note A-1

3

Ocean Edge Resort & Golf Club

Serviced

N/A

N/A

September 6, 2019

Note A-1

Note A-2

N/A

Note A-1

4

Inland Life Storage Portfolio

Serviced

N/A

N/A

July 2, 2019

Note A-1-A

Notes A-1-B, A-1-C, A-2-A, A-2-B

N/A

Note A-1-A

5

Bushwick Avenue Portfolio

Serviced

N/A

N/A

August 9, 2019

Note A-1

Notes A-2, A-3, A-4, A-5

N/A

Note A-1

7

The Stanwix

Serviced

N/A

N/A

October 17, 2019

Note A

N/A

Note B(1)

Note B(1)

8

Hilton Portfolio

Serviced

N/A

N/A

August 9, 2019

Note A-1

Notes A-2, A-3

N/A

Note A-1

10

Grand Canal Shoppes

Non-Serviced

MSC 2019-H7 PSA

0.00250%

July 3, 2019

Note A-3-4

Notes A-1-1, A-1-2, A-1-3,

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

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

A-4-5

Note
B

Note B(2)

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12

Woodlands Mall

Non-Serviced

Benchmark 2019-B12 PSA

0.00125%

August 8, 2019

Note A-1-2

Notes A-1-1, A-2, A-3, A-4-1, A-4-2, A-5, A-6, A-7

Note B

Note B(3)

15

Beverly Hills BMW

Non-Serviced

Benchmark 2019-B13 PSA

0.00125%

September 17, 2019

Note
A-2

Notes A-1, A-3

N/A

Note A-1

21

Liberty MA Portfolio

Non-Serviced

CD 2019-CD8 PSA

0.00125%

August 22, 2019

Notes
A-2, A-3

Note A-1

N/A

Note A-1

22

The Centre

Non-Serviced

Benchmark 2019-B12 PSA

0.00125%

July 29, 2019

Note A-2-2

Notes A-1, A-2-1

Note B-1

Note B-1(4)

32

Marriott SpringHill Suites and Towneplace Suites

Non-Serviced

BBCMS 2019-C4 PSA

0.00125%

June 6, 2019

Note A-2

Note A-1

N/A

Note A-1

 

 

 

(1)

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

(2)

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

(3)

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

(4)

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

 

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

 

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with the related Non-Serviced PSA and the related Co-Lender Agreement on and after the related Servicing Shift Securitization Date.

 

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

 

_____________

 

As of the Cut-off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $802,906,053 and the Trust Subordinate Companion Loan has a Stated Principal Balance equal to approximately $30,000,000.

 

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

 

ARTICLE I

 

DEFINITIONS

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

AB Modified Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Non-Serviced

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

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

 

Advance Interest Amount”: Interest at the Reimbursement Rate on the aggregate amount of P&I Advances and Servicing Advances for which the Master Servicer or the Trustee, as applicable, has not been reimbursed for the number of days from the date on which such Advance was made to the date of payment or reimbursement of the related Advance or other such amount, less any amount of interest previously paid on such Advance; provided that if the related Borrower makes payment of an amount in respect of which such Advance was made with interest at the Default Rate, the Advance Interest Amount payable to the Master Servicer or the Trustee shall be paid first, from the amount of Default Interest on the related Mortgage Loan or Trust Subordinate Companion Loan (or Whole Loan, with respect to Servicing Advances) actually paid by such Borrower, second, from late payment fees on the related Mortgage Loan or Trust Subordinate Companion Loan (or Whole Loan, with respect to Servicing Advances) actually paid by the related Borrower, and third, upon determining in accordance with the Servicing Standard that such Advance Interest Amount is not recoverable from the amounts described in first or second, from other amounts on deposit in the Collection Account or the Serviced Whole Loan Custodial Account, as applicable; provided, for the sake of clarity, that neither the Master Servicer nor the Trustee shall be entitled to recover (1) any Nonrecoverable Advance made in respect of a Mortgage Loan (other than The Stanwix Mortgage Loan) or any related Advance Interest Amount

 

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from any collections on The Stanwix Whole Loan allocable to the Trust Subordinate Companion Loan or (2) any Nonrecoverable Advance that is a P&I Advance made in respect of such Trust Subordinate Companion Loan or any related Advance Interest Amount from any collections or amounts allocable to the Mortgage Loans (other than The Stanwix Mortgage Loan).

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

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

 

Appraisal Reduction Amount”: For any Distribution Date and for any Serviced Mortgage Loan or any Serviced Whole Loan as to which an Appraisal Reduction Event has occurred, an amount calculated by the Special Servicer (and, with respect to any Serviced Mortgage Loan other than an Excluded Loan, prior to the occurrence of an applicable Consultation Termination Event, in consultation with the Directing Holder and, after the occurrence and during the continuance of a Control Termination Event (with respect to any Serviced Mortgage Loan other than The Stanwix Whole Loan) or a Stanwix Operating Advisor Consultation Event (with respect to The Stanwix Whole Loan), in consultation with the Operating Advisor to the extent set forth in Section 3.31 of this Agreement) as of the first Determination Date that is at least 10 Business Days following the date the Special Servicer receives the required Appraisal or conducts a Small Loan Appraisal Estimate (and thereafter by the first Determination Date following any material change in the amounts set forth in the following equation) and receipt of information requested by the Special Servicer from the Master Servicer reasonably necessary to calculate the Appraisal Reduction Amount, equal to the excess, if any, of (a) the Stated Principal Balance of such Serviced Mortgage Loan or Serviced Whole Loan over (b) the excess of (i) the sum of: (A) 90% of the appraised value of the related Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer with respect to that Mortgage Loan or Serviced Whole Loan with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance), minus such downward adjustments as the Special Servicer may make (without implying any obligation to do so) based upon its review of the Appraisals and any other information it deems relevant, or (2) by an internal valuation performed by the Special Servicer with respect to any Serviced Mortgage Loan or Serviced Whole Loan with an outstanding principal balance less than $2,000,000, plus (B) all escrows, letters of credit and reserves in respect of that Mortgage Loan or Serviced Whole Loan (other than escrows and reserves for taxes and insurance) as of the date of calculation, plus (C) all insurance and casualty proceeds and condemnation awards that constitute collateral for the related Mortgage Loan or Serviced Whole Loan (whether paid or then payable by any insurance company or government authority), over (ii) the sum as of the Due Date occurring in the month of the date of

- 14 -

 

 

determination of (without duplication) (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest on such Mortgage Loan or Serviced Whole Loan at a per annum rate equal to the Mortgage Rate (or with respect to the applicable Serviced Whole Loan, the weighted average of the Mortgage Rates for the related Mortgage Loan and related Serviced Companion Loans), (B) all unreimbursed Servicing Advances and all unreimbursed P&I Advances, and all unpaid interest on Advances at the Reimbursement Rate, in respect of such Mortgage Loan or Serviced Whole Loan, (C) all currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents (net of any escrows or reserves therefor) with respect to such Mortgage Loan or Serviced Whole Loan that have not been the subject of an Advance by the Master Servicer, Special Servicer or the Trustee, as applicable, (D) any other unpaid Additional Trust Fund Expenses in respect of such Mortgage Loan or Serviced Whole Loan (but subject to the provisions of Section 1.02(e)) and (E) all other amounts due and unpaid with respect to such Mortgage Loan or Serviced Whole Loan that, if not paid by the related Borrower, would result in a shortfall in distributions to the Certificateholders, except for Prepayment Premiums and Yield Maintenance Charges payable due to an acceleration of such Mortgage Loan or Serviced Whole Loan following a default thereunder; provided, without limiting the Special Servicer’s obligation to order and obtain such Appraisal, if the Special Servicer has not obtained an Appraisal, Updated Appraisal or Small Loan Appraisal Estimate, as applicable, referred to above within 60 days of the Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring by reason of clause (ii) of the definition thereof, within 30 days of such Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or the applicable Serviced Whole Loan until such time as such Updated Appraisal or Small Loan Appraisal Estimate referred to above is received or conducted and the Appraisal Reduction Amount is recalculated.

 

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

 

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

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

 

Appraisal Reduction Event”: With respect to a Serviced Mortgage Loan or a Serviced Whole Loan, the earliest to occur of:

 

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

 

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

 

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

 

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

 

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

 

(vi)        a payment default has occurred with respect to the related Balloon Payment; provided, however, if (A) the related Borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer within 30 days after the default, who shall promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only for so long as no Consultation Termination Event has occurred)), (B) the related Borrower continues to make its Assumed Scheduled Payment, (C) no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced Whole Loan, and (D) for so long as no Control Termination Event has occurred and is continuing, the Directing Holder consents, an Appraisal Reduction Event will not occur until 60 days beyond the related Maturity Date, unless extended by the Special Servicer in accordance with the Mortgage Loan documents or this Agreement; and provided, further, if the related Borrower has delivered to the Master Servicer, who shall promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Holder (but only for so long as no Consultation Termination Event has occurred), on or before the 60th day after the related Maturity Date, a refinancing commitment reasonably acceptable to the Special Servicer, and the Borrower continues to make its Assumed Scheduled Payments (and no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced Whole Loan), an Appraisal Reduction Event will not occur until the earlier of (1) 120 days beyond the related Maturity

 

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Date (or extended Maturity Date) and (2) the termination of the refinancing commitment; and

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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such Distribution Date and will be calculated on the same interest accrual basis as the related loan and prorated for any partial periods.

 

Asset Representations Reviewer Fee Rate”: A per annum rate equal to, with respect to each Mortgage Loan and REO Mortgage Loan (including each Non-Serviced Mortgage Loan), 0.000320%.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

Assumption Fees”: Any fees (other than assumption application fees) collected by the Master Servicer or the Special Servicer in connection with an assumption of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or related substitution of a Borrower (or an interest therein) thereunder (in each case, as permitted or set forth in the related Loan Documents or under the provisions of this Agreement).

 

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

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

 

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

 

Available Funds”: The Pooled Available Funds and the Stanwix Available Funds, collectively.

 

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

 

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

 

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

 

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

 

BBCMS 2019-C4 PSA”: That certain Pooling and Servicing Agreement dated as of August 1, 2019 by and between Barclays Commercial Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor

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and as asset representations reviewer, which governs the servicing of the Marriott SpringHill Suites and Towneplace Suites Whole Loan.

 

Benchmark 2019-B12 PSA”: That certain Pooling and Servicing Agreement, dated as of August 1, 2019, between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, 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 and asset representations reviewer, Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee, which governs the servicing of the Woodlands Mall Whole Loan and The Centre Whole Loan.

 

Benchmark 2019-B13 PSA”: That certain Pooling and Servicing Agreement, dated as of October 1, 2019, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and certificate administrator, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, which governs the servicing of the Beverly Hills BMW Whole Loan.

 

Beverly Hills BMW Whole Loan”: The Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Beverly Hills BMW.

 

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

 

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

 

Borrower”: With respect to any Mortgage Loan, Companion Loan or Serviced Whole Loan, any obligor or obligors on any related Mortgage Note or Mortgage Notes, including in connection with a Mortgage Loan, Companion Loan or Serviced Whole Loan that utilizes an

 

indemnity deed of trust (“IDOT”) structure, the borrower and the Mortgaged Property owner / payment guarantor / mortgagor, individually and collectively, as the context may require.

 

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

 

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

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Borrower Party Affiliate”: With respect to a Borrower, a mortgagor, a manager of a Mortgaged Property or a Restricted Mezzanine Holder, (a) any other person controlling or controlled by or under common control with such Borrower, mortgagor, manager or Restricted Mezzanine Holder, as applicable, (b) any other person owning, directly or indirectly, 25% or more of the beneficial interests in such Borrower, mortgagor or manager, as applicable, or (c) any other person owning, directly or indirectly, 25% or more of the beneficial interests in such Restricted Mezzanine Holder. For the purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

 

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

 

Bushwick Avenue Portfolio Whole Loan”: The Whole Loan secured by the portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule as Bushwick Avenue Portfolio.

 

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

 

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

 

Cash Collateral Account”: With respect to any Mortgage Loan or Serviced Whole Loan that has a Lock-Box Account, any account or accounts created pursuant to the related Mortgage, Loan Agreement, Cash Collateral Account Agreement or other Loan Document into which the Lock-Box Account monies are swept on a regular basis for the benefit of the Trustee, on behalf of the Certificateholders, as successor to the related Mortgage Loan Seller. Any Cash Collateral Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive all reinvestment income or gain thereon in accordance with the terms and provisions of the related Loan Documents and Section 3.07(a) of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon in accordance with the terms of the related Mortgage Loan or Serviced Whole Loan. The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the Collection Account or the applicable Serviced Whole

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Loan Custodial Account, as applicable. To the extent not inconsistent with the terms of the related Loan Documents, each such Cash Collateral Account shall be an Eligible Account.

 

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

 

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

 

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

 

CCRE Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective as of October 1, 2019, between CCRE and the Depositor.

 

“CD 2019-CD8 PSA”: That certain Pooling and Servicing Agreement, dated as of August 1, 2019, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, Wells Fargo Bank, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, which governs the servicing of the Uline Arena Whole Loan and the Liberty MA Portfolio Whole Loan.

 

Certificate”: Any Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificate issued, authenticated and delivered hereunder.

 

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

 

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

 

Certificate Administrator/Trustee Fee”: With respect to each Mortgage Loan, each REO Mortgage Loan, the Trust Subordinate Companion Loan and any REO Trust Subordinate Companion Loan for any Distribution Date, an amount for the related Interest Accrual Period equal to the product of (i) the Certificate Administrator/Trustee Fee Rate multiplied by (ii) the Stated Principal Balance of such Mortgage Loan, REO Mortgage Loan, Trust Subordinate Companion Loan or REO Trust Subordinate Companion Loan immediately prior to such Distribution Date, computed on the same accrual basis as interest accrues on the related Mortgage Loan, REO Mortgage Loan, Trust Subordinate Companion Loan or REO Trust Subordinate Companion Loan. The Certificate Administrator/Trustee Fee shall be calculated in accordance

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with the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt, the Certificate Administrator/Trustee Fee with respect to each Mortgage Loan or any REO Mortgage Loan shall be payable from the Lower-Tier REMIC and the Certificate Administrator/Trustee Fee with respect to the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan shall be payable from the Trust Subordinate Companion Loan REMIC.

 

Certificate Administrator/Trustee Fee Rate”: A rate equal to 0.008400% per annum.

 

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

 

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

 

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

 

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

 

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

 

Certificateholder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by (i) the Master Servicer, the Special Servicer, any Excluded Special Servicer, the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller, any holder of Class F, Class G and Class NR-RR Certificates evidencing part of the VRR Interest, or any Affiliate of any of such Persons or (ii) any Borrower Party, in each case shall be deemed not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class Loan; and provided, further, that any Controlling

 

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Class Certificates owned by the Special Servicer or an Affiliate thereof shall not be deemed to be outstanding as to the Special Servicer or such Affiliate solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained; provided, however, that the foregoing restrictions shall not apply in the case of the Master Servicer, the Special Servicer, any Excluded Special Servicer, the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or waiver sought from such party would in any way increase its compensation or limit its obligations in the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review with respect to a Mortgage Loan; provided, further that so long as there is no Servicer Termination Event with respect to the Master Servicer or the Special Servicer, the Master Servicer and the Special Servicer or such Affiliate of either shall be entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party’s compensation or increase its obligations or liabilities hereunder; and provided, further that such restrictions shall not apply to (i) the exercise of the Special Servicer’s, the Master Servicer’s or any Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or (ii) any Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator that has provided an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow of information between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, and any Certificates beneficially owned by such Affiliate shall be deemed to be outstanding. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.

 

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

 

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

 

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

 

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

 

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

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

 

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

 

Class A-1 Pass-Through Rate”: A fixed per annum rate equal to 2.04760%.

 

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

 

Class A-2 Pass-Through Rate”: A fixed per annum rate equal to 2.84460%.

 

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

 

Class A-3 Pass-Through Rate”: A fixed per annum rate equal to 2.64660%.

 

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

 

Class A-4 Pass-Through Rate”: A fixed per annum rate equal to 2.62360%.

 

Class A-5 Certificate”: Any one of the Certificates with a “Class A-5” designation on the face thereof, executed and authenticated by the Certificate Administrator or

 

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

 

Class A-5 Pass-Through Rate”: A fixed per annum rate equal to 2.87440%.

 

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

 

Class A-S Pass-Through Rate”: A fixed per annum rate equal to 3.11630%.

 

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

  

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

 

Class A-SB Pass-Through Rate”: A fixed per annum rate equal to 2.81650%.

 

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

 

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

 

Class B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.26720%.

 

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

 

Class C Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date less 0.30820%.

 

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

 

Class D Pass-Through Rate”: A fixed per annum rate equal to 2.50000%.

 

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

 

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

 

Class E Pass-Through Rate”: A fixed per annum rate equal to 2.50000%.

 

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

 

Class F Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the WAC Rate for such Distribution Date and (ii) 3.00000%.

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

 

Class G Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the WAC Rate for such Distribution Date and (ii) 3.00000%.

 

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

 

Class LSWA Interest,” “Class LSWC Interest,” “Class LSWD Interest,” “Class LSWE Interest” and “Class LSWRR Interest”: Each, a regular interest in the Trust Subordinate Companion Loan REMIC entitled to monthly distributions payable thereto pursuant to Section 4.01 of this Agreement.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

 

Class SWA Pass-Through Rate”: A fixed per annum rate equal to 3.92360%.

 

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

 

Class SWC Pass-Through Rate”: A fixed per annum rate equal to 3.83590%.

 

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

 

Class SWD Pass-Through Rate”: A fixed per annum rate equal to 4.52350%.

 

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

 

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

 

Class SWRR Certificate”: Any one of the Certificates with a “Class SWRR” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class SWRR Certificates evidence the Class SWRR Upper-Tier Regular Interest and also represent ownership of an interest in the Stanwix Excess Liquidation Proceeds Option.

 

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

 

Class SWRR 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 SWRR”. The Class SWRR Upper-Tier Regular Interest is evidenced by the Class SWRR Certificates and will have a principal balance equal to the Certificate Balance, and a per annum rate of interest equal to the Pass-Through Rate, of the Class SWRR Certificates from time to time.

 

Class SWX Strip Rate”: With respect to any of the Class SWX1 Component or the Class SWX2 Components for any Distribution Date, a per annum rate equal to the excess, if any, of (a) the Net Mortgage Rate on the Trust Subordinate Companion Loan as of the first day of

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the related Collection Period, over (b) the Pass-Through Rate for such Distribution Date for the Corresponding Certificates.

 

Class SWX1 Certificate”: Any one of the Certificates with a “Class SWX1” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

Class SWX1 Component”: Component XSWA, 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 SWX Strip Rate from time to time and a notional amount equal to its Class X Component Notional Amount from time to time.

 

Class SWX1 Notional Amount”: With respect to the Class SWX1 Certificates as of any date of determination, the Class X Component Notional Amount of the Class SWX1 Component.

 

Class SWX1 Pass-Through Rate”: With respect to any Distribution Date, the Class SWX Strip Rate for the Class SWX1 Component for such Distribution Date.

 

Class SWX2 Certificate”: Any one of the Certificates with a “Class SWX2” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

Class SWX2 Component”: Each of Component XSWC and Component XSWD, 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 SWX Strip Rate from time to time and a notional amount equal to its Class X Component Notional Amount from time to time.

 

Class SWX2 Notional Amount”: With respect to the Class SWX2 Certificates as of any date of determination, the sum of the Class X Component Notional Amounts of all the Class SWX2 Components.

 

Class SWX2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of the Class SWX Strip Rates for the respective Class SWX2 Components, weighted on the basis of the respective Class X Component Notional Amounts of such Class X Components outstanding immediately prior to such Distribution Date.

 

Class X Certificates”: The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class SWX1 and Class SWX2 Certificates, collectively.

 

Class X Component”: Each of the Class X-A Components, Class X-B Components, Class X-D Components, Class X-F Component, Class X-G Component, Class SWX1 Component and Class SWX2 Components.

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

 

Class X Notional Amount”: With respect to any Class of Class X Certificates, the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount, the Class X-F Notional Amount, the Class X-G Notional Amount, the Class SWX1 Notional Amount or the Class SWX2 Notional Amount, as applicable and as the context may require.

 

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

 

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

 

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

 

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

 

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

 

The Class X-A Pass-Through Rate for the initial Distribution Date is approximately 1.37560% per annum.

 

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

 

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

 

Class X-B Component”: Each of Component XA-S, Component XB and Component XC, each of which constitutes a separate class of “regular interests,” within the

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meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X-B Strip Rate from time to time and a notional amount equal to its Class X Component Notional Amount from time to time.

 

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

 

Class X-B Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-B Strip Rates for the respective Class X-B Components for such Distribution Date, weighted on the basis of the respective Class X Component Notional Amounts of such Class X Components outstanding immediately prior to such Distribution Date. The Class X-B Pass-Through Rate for the initial Distribution Date is approximately 0.76850% per annum.

 

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

 

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

 

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

 

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

 

Class X-D Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-D Strip Rates for the respective Class X-D Components for such Distribution Date, weighted on the basis of the respective Class X Component Notional Amounts of such Class X Components outstanding immediately prior to such Distribution Date. The Class X-D Pass-Through Rate for the initial Distribution Date is approximately 1.60290% per annum.

 

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

 

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

 

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

 

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

 

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

 

Class X-F Pass-Through Rate”: With respect to any Distribution Date, the Class X-F Strip Rate for the Class X-F Component for such Distribution Date. The Class X-F Pass-Through Rate for the initial Distribution Date is approximately 1.10290% per annum.

 

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

 

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

 

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

 

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

 

Class X-G Pass-Through Rate”: With respect to any Distribution Date, the Class X-G Strip Rate for the Class X-G Component for such Distribution Date. The Class X-G Pass-Through Rate for the initial Distribution Date is approximately 1.10290% per annum.

 

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

 

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

 

Closing Date”: October 17, 2019.

 

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

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

 

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

 

Collection Account”: The trust account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of this Agreement, which shall be entitled “KeyBank National Association, as Master Servicer, on behalf of Citibank, N.A., as Trustee, for the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2 Collection Account” and which must be an Eligible Account.

 

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

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Commission”: The Securities and Exchange Commission.

 

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

 

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

 

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

 

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

 

Component XSWA”: The component of the Class SWX1 Certificates having a Class X Component Notional Amount equal to the current Trust Subordinate Companion Loan REMIC Principal Balance of the Class LSWA Interest as of any date of determination.

 

Component XSWC”: One of the components of the Class SWX2 Certificates having a Class X Component Notional Amount equal to the then current Trust Subordinate Companion Loan REMIC Principal Balance of the Class LSWC Interest as of any date of determination.

 

Component XSWD”: One of the components of the Class SWX2 Certificates having a Class X Component Notional Amount equal to the then current Trust Subordinate Companion Loan REMIC Principal Balance of the Class LSWD Interest as of any date of determination.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Consultation Termination Event”: (a) with respect to any Mortgage Loan (other than The Stanwix Mortgage Loan), the occurrence of no Class of Control Eligible Certificates having a then outstanding Certificate Balance equal to at least 25% of the initial Certificate Balance

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of that Class, in each case, without regard to the application of any Cumulative Appraisal Reduction Amounts; provided, that a Consultation Termination Event shall not be deemed to be continuing in the event the Certificate Balances of all Classes of Pooled Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero; and provided further that a Consultation Termination Event shall not apply to a Servicing Shift Mortgage Loan (except for purposes of the Controlling Class Representative exercising consultation rights afforded to the holder of a Mortgage Loan under the related Co-Lender Agreement in its capacity as a non-controlling noteholder); and (b) with respect to The Stanwix Whole Loan, at any date on which either (i) such Whole Loan is an Excluded Loan or (ii)(A) a Stanwix Control Appraisal Period exists with respect to such Whole Loan and (B) there is no Class of Control Eligible Certificates that has a then outstanding Certificate Balance (without regard to the application of any Cumulative Appraisal Reduction Amounts) equal to at least 25% of the initial Certificate Balance of that Class.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Corporate Trust Office”: The offices of the Trustee located at 388 Greenwich Street, New York, New York 10013, Attention: Global Transaction Services – CF 2019-CF2 and of the Certificate Administrator, located at 388 Greenwich Street, New York, New York 10013, Attention: Global Transaction Services – CF 2019-CF2 or the principal trust office of any successor certificate administrator qualified and appointed pursuant to this Agreement.

 

Corrected Loan”: With respect to each Mortgage Loan or any Serviced Whole Loan that has become a Specially Serviced Loan: (A) with respect to the circumstances described in clauses (i) and (ii) of the definition of “Specially Serviced Loans,” when the Borrower thereunder has brought the Mortgage Loan, Trust Subordinate Companion Loan or Serviced Companion Loan current and thereafter made three consecutive full and timely Periodic Payments, including pursuant to any workout of the Mortgage Loan, Trust Subordinate Companion Loan or Serviced Companion Loan; (B) with respect to the circumstances described in clause (iii), (iv), (v) and (vii) of the definition of “Specially Serviced Loans,” when such circumstances cease to exist in the good faith judgment of the Special Servicer; or (C) with respect to the circumstances described in clause (vi) of the definition of “Specially Serviced Loans,” when such default is cured (as determined by the Special Servicer in accordance with the Servicing Standard) or waived by the Special Servicer; provided, in each case, that at that time no circumstance exists (as provided

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in the definition of “Specially Serviced Loan”) that would cause the Mortgage Loan, Trust Subordinate Companion Loan or Serviced Companion Loan to continue to be characterized as a Specially Serviced Loan. If any Specially Serviced Loan becomes a Corrected Loan, the Special Servicer shall transfer servicing of such Corrected Loan to the Master Servicer.

 

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

 

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

 

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

 

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

 

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

 

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

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other association or organization as shall be selected by the Master Servicer and reasonably acceptable to the Certificate Administrator, the Trustee, the Special Servicer and, if no Control Termination Event has occurred and is continuing, the Controlling Class Representative.

 

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

 

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

 

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

 

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

 

CREFC® Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans or Serviced Whole Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally. In connection with preparing the CREFC® Comparative Financial Status Report, the Master Servicer shall process (a) interim financial statements beginning with interim financial statements for the fiscal quarter ending March 31, 2020, and (b) annual financial statements beginning with annual financial statements for the 2019 fiscal year.

 

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

 

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

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

 

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

 

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

 

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

 

Account Name: Commercial Real Estate Finance Council (CREFC®

Bank Name: JPM Morgan Chase Bank, National Association 

Bank Address: 80 Broadway, New York, NY 10005 

Routing Number: 021000021 

Account Number: 213597397

 

CREFC® Intellectual Property Royalty License Fee Rate”: 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 and effective from time to time on the CREFC® Website.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Debt Service Coverage Ratio”: With respect to any Mortgage Loan or Serviced Whole Loan as of any date of determination and for any period, the ratio calculated by dividing the net operating income or net cash flow, as applicable, of the related Mortgaged Property or Mortgaged Properties, as the case may be, for the most recently ended 12-month trailing or one-year period for which data is available from the related Borrower (or year-to-date until such time that data for the trailing 12-month period is available), before payment of any scheduled payments of principal and interest on such Mortgage Loan or Serviced Whole Loan but after funding of required reserves and “normalized” information from the CREFC® NOI Adjustment

 

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Worksheet for such Mortgaged Property by the Master Servicer or Special Servicer, if applicable, pursuant to Section 3.13 of this Agreement, by the annual debt service required by such Mortgage Loan or Serviced Whole Loan. Annual debt service shall be calculated by multiplying the Periodic Payment in effect on such date of determination for such Mortgage Loan or Serviced Whole Loan by 12 (or such fewer number of months for which related information is available).

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(3)        any related Assignment of Leases (if such item is a document separate from the Mortgage), together with any and all intervening assignments of such Assignment of Leases, in each case (unless the

 

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particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office (if in the possession of the related Mortgage Loan Seller);

 

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

 

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

 

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

 

(7)        the related Loan Agreement, if any;

 

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

 

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

 

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

 

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

 

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

 

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

 

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copy of such assignment submitted or to be submitted for filing), if in the possession of the related Mortgage Loan Seller;

 

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

 

(15)      any related Environmental Insurance Policy;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

(k)        a copy of all zoning reports;

 

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

 

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

 

(n)        a copy of all UCC searches;

 

(o)        a copy of all litigation searches;

 

(p)        a copy of all bankruptcy searches;

 

(q)        a copy of any origination settlement statement;

 

(r)         a copy of the insurance summary report;

 

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

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

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

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

 

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

 

Distribution Date”: For each Determination Date, the 4th Business Day following such Determination Date in each calendar month, commencing in November 2019. The first Distribution Date shall be November 18, 2019.

 

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

 

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

 

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

 

Early Termination Notice Date”: Any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans and the Trust Subordinate Companion Loan

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

 

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

 

Eligible Account”: Any of:

 

(i)          an account or accounts maintained with a depository institution or trust company (A) the short-term unsecured debt obligations or commercial paper of which are rated at least “A-1” by S&P, “F1” by Fitch and “P-1” from Moody’s, in the case of accounts in which funds are held for 30 days or less or, (B) in the case of accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations of which are rated at least “BBB+” by S&P, “A” by Fitch and “A2” by Moody’s,

 

(ii)         an account or accounts maintained with KeyBank National Association so long as such depository’s long-term deposit accounts or long-term unsecured debt rating shall be at least “BBB+” by S&P, “BBB+” by Fitch and “A2” by Moody’s (if the deposits are to be held in the account for more than 30 days) or KeyBank National Association’s short-term deposit accounts or short-term unsecured debt rating is rated at least “A-2” by S&P, “F2” by Fitch and “P-1” by Moody’s (if the deposits are to be held in the account for 30 days or less),

 

(iii)        a segregated trust account or accounts maintained with the trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity which institution or trust company has a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations and the long-term unsecured debt obligations of which are rated at least “BBB+” by S&P and “A2” by Moody’s,

 

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

 

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

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Eligible Accounts may bear interest.

 

Eligible Investor”: Any of (i) a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (ii) (except with respect to the Class R Certificates) an Institutional Accredited Investor.

 

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

 

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

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appointment or recommendation for replacement of a successor Special Servicer to become the Special Servicer; (v) 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; and (vi) that does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates, any Mortgage Loan, the Trust Subordinate Companion Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor and Asset Representations Reviewer (to the extent it also acts as the Asset Representations Reviewer).

 

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

 

Enforcing Servicer”: The Special Servicer.

 

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

 

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

 

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

 

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

 

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

 

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

 

Excess Interest”: With respect to each of the Mortgage Loans indicated on the Mortgage Loan Schedule as having a Revised Rate, interest accrued on the related outstanding principal balance at the Revised Rate in respect of such Mortgage Loan in excess of the interest accrued at the Initial Rate, plus any related interest accrued on such amounts, to the extent

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permitted by applicable law and the related Loan Documents. The Excess Interest on any ARD Loan shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.

 

Excess Interest Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(k), which shall be entitled “Citibank, N.A., as Certificate Administrator, for the benefit of Citibank, N.A., as Trustee, for the benefit of the holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2 – Excess Interest Distribution Account,” and which must be an Eligible Account or a sub-account of an Eligible Account. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.

 

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

 

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

 

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

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

 

Excess Servicing Fee Rate”: With respect to each Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan with respect thereto), a rate per annum equal to the Servicing Fee Rate (subject to the rights of the Mortgage Loan Seller Sub-Servicers identified on Exhibit X to this Agreement) minus 0.00125%; provided that such rate shall be subject to reduction pursuant to Section 7.02 of this Agreement.

 

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

 

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

 

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

 

Excluded Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Controlling Class Representative or any Controlling Class Certificateholder (or, with respect to The Stanwix Whole Loan so long as a Stanwix Control Appraisal Period is not continuing, the Stanwix Controlling Class Representative or any Stanwix Controlling Class Certificateholder), as applicable, is a Borrower Party.

 

Excluded Information”: With respect to any Excluded Controlling Class Loan, any information and reports solely relating to such Excluded Controlling Class Loan and/or the related Mortgaged Properties, including, without limitation, any Asset Status Reports, Final Asset Status Reports or summaries thereof, or any appraisals, inspection reports (related to Specially Serviced Loans conducted by the Special Servicer or the Excluded Special Servicer), recoverability officer’s certificates, the Operating Advisor Annual Reports, any determination of a Special Servicer’s net present value calculation, any Appraisal Reduction Amount or Collateral

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

 

Excluded Loan”: A Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Controlling Class Representative or the holder(s) of the majority of the Controlling Class (by Certificate Balance) (or, with respect to The Stanwix Whole Loan prior to the continuation of a Stanwix Control Appraisal Period, the Stanwix Controlling Class Representative or the holder(s) of a majority of the Stanwix Controlling Class (by Certificate Balance)) is (or are) a Borrower Party.

 

Excluded Risk Retention Consultation Party Loan”: A Serviced Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination, the Risk Retention Consultation Party or the holder of the majority of the VRR Interest is a Borrower Party.

 

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

 

Excluded Special Servicer Loan”: Any Serviced Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination, the Special Servicer has obtained knowledge that it is a Borrower Party.

 

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

 

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

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

 

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

 

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

 

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

 

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

 

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

 

GACC”: German American Capital Corporation, in its capacity as a Mortgage Loan Seller, and its successors in interest.

 

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

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GACC Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective as of October 1, 2019, among GACC and the Depositor.

 

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

 

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

 

Gain-on-Sale Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(i) of this Agreement for the Pooled Certificateholders and, in the case of a Serviced Companion Loan, the Serviced Companion Loan Noteholders, which shall be entitled “Citibank, N.A., as Certificate Administrator, for the benefit of Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2 and, if applicable, Serviced Companion Loan Noteholders, Gain-on-Sale Reserve Account.” The Gain-on-Sale Reserve Account must be an Eligible Account or a sub-account of an Eligible Account and will be an asset of the Lower-Tier REMIC.

 

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

 

GNL Office and Industrial Portfolio Whole Loan”: The Whole Loan secured by the portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule as GNL Office and Industrial Portfolio.

 

Grand Canal Shoppes Whole Loan”: The Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Grand Canal Shoppes.

 

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

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

 

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

 

Hilton Portfolio Whole Loan”: The Whole Loan secured by the portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule as Hilton Portfolio.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Independent”: When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material indirect financial interest, in any of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, any Directing Holder, the Controlling Class Representative, the Risk Retention

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Consultation Party, any Borrower or Manager or any Affiliate thereof, and (ii) is not connected with any such Person thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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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 required by Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K.

 

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

 

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

 

Inland Life Storage Portfolio Whole Loan”: The Whole Loan secured by the portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule as Inland Life Storage Portfolio.

 

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

 

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

 

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

 

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

 

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

 

Interest Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(e) of this Agreement, which shall be entitled “Citibank, N.A., as Certificate Administrator, for the benefit of Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2, Interest Reserve Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Interest Reserve Account shall be an asset of the Lower-Tier REMIC.

 

Interest Shortfall”: On any Distribution Date for any Class of Pooled Regular Certificates, subject to increase as described in the first paragraph of Section 4.01(f) of this

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Agreement, the sum of (a) the portion of the Interest Distribution Amount for such Class remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the extent permitted by applicable law, (i) in the case of a Class of Pooled Principal Balance Certificates, one month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class for the current Distribution Date and (ii) in the case of a Class of Pooled Class X Certificates, one-month’s interest on that amount remaining unpaid at the WAC Rate for such Distribution Date.

 

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

 

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

 

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

 

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

 

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

 

Investor Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit L-1A, Exhibit L-1B, Exhibit L-1C or Exhibit L-1D to this Agreement, representing (i) that such Person executing the certificate is a Certificateholder, the Controlling Class Representative, the Stanwix Controlling Class Representative or the Risk Retention Consultation Party (in each case, to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a Companion Loan Noteholder or a prospective purchaser of a Certificate (or any investment advisor or manager or other representative of the foregoing), (ii) that either (a) such Person is the Risk Retention Consultation Party or is a Person who is not a Borrower Party, in which case such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which case (1) if such Person is the Controlling Class Representative, a Controlling Class Certificateholder, the Stanwix Controlling Class Representative or a Stanwix Controlling Class Certificateholder, such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder other than any Excluded Information as set forth herein, or (2) if such Person is not the Controlling Class Representative, a Controlling Class Certificateholder, the Stanwix Controlling

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Class Representative or a Stanwix Controlling Class Certificateholder, in which case such Person shall only receive access to the Distribution Date Statements prepared by the Certificate Administrator, (iii) that such Person has received a copy of the final Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided, however, that the Controlling Class Representative, a Controlling Class Certificateholder, the Stanwix Controlling Class Representative or a Stanwix Controlling Class Certificateholder (i) shall be permitted to obtain, upon request, in accordance with Section 4.02(b) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such party is not a Borrower Party (if such Excluded Information is not otherwise available to such party via the Certificate Administrator’s Website on account of it constituting Excluded Information) from the Master Servicer or the Special Servicer, as the case may be, and (ii) shall be considered a Privileged Person for all other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan as to which it is a Borrower Party. The Master Servicer, the Trustee and the Certificate Administrator may conclusively rely on the Investor Certification.

 

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

 

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

 

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

 

IRS”: The Internal Revenue Service.

 

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

 

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

 

KBNA Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective as of October 1, 2019, among KBNA and the Depositor.

 

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

 

Late Collections”: With respect to any Mortgage Loan or Serviced Whole Loan, all amounts received thereon during any Collection Period (or the related grace period), whether as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal or interest due in respect of such Mortgage Loan or Serviced Whole Loan (without regard to any acceleration of amounts due thereunder by reason of default) on a Due Date in a previous Collection Period and not previously recovered. With respect to any REO Loan, all amounts received in connection with the related

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

 

Liberty MA Portfolio Whole Loan”: The Whole Loan secured by the portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule as Liberty MA Portfolio.

 

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

 

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

 

(a)        the lesser of:

 

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

 

(ii)         $1,000,000.

 

(b)        with respect to any particular liquidation (or partial liquidation), as reduced by the amount of any Excess Modification Fees paid by or on behalf of the related Borrower with respect to the related Mortgage Loan (including a Serviced Companion Loan) or REO

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Property and received by the Special Servicer as additional servicing compensation within the prior 18 months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

Loan-Specific Certificates”: The Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates.

 

Loan-Specific Class X Certificates”: The Class SWX1 and Class SWX2 Certificates.

 

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

 

Loan-Specific Principal Balance Certificates”: The Class SWA, Class SWC, Class SWD, Class SWE and Class SWRR Certificates.

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Loan-Specific Private Placement Memorandum”: The Depositor’s Private Placement Memorandum, dated September 26, 2019, relating to the offering of the Loan-Specific Certificates.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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Lower-Tier REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans (other than Excess Interest), collections thereon, the Trust’s interest in any REO Property acquired in respect thereof, amounts related thereto held from time to time in the Collection Account and the Lower-Tier REMIC Distribution Account, the REO Account (to the extent of the Trust Fund’s interest therein), related amounts in the Interest Reserve Account, amounts held from time to time and the Gain-on-Sale Reserve Account (to the extent of the Trust Fund’s interest therein) in respect thereof and all other property included in the Trust Fund (other than the Loss-of-Value Reserve Fund) that is not in the Upper-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Grantor Trust.

 

Lower-Tier REMIC Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which shall be entitled “Citibank, N.A., as Certificate Administrator, for the benefit of Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2, Lower-Tier REMIC Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Lower-Tier REMIC Distribution Account shall be an asset of the Lower-Tier REMIC.

 

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

 

MAI”: Member of the Appraisal Institute.

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

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

 

(k)        any determination of an Acceptable Insurance Default;

 

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

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

 

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

 

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

 

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

 

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

 

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

 

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

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such Serviced Whole Loan, the term “Major Decision” shall mean “Major Decision”, “Major Action” or any analogous concept under the related Co-Lender Agreement.

 

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

 

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

 

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

 

Marriott SpringHill Suites and Towneplace Suites Whole Loan”: The Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Marriott SpringHill Suites and Towneplace Suites.

 

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

 

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

 

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

 

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

 

Master Servicer Website”: The internet website maintained by the Master Servicer; initially located at “www.keybank.com/key2cre.

 

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

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(i)         With respect to the subject Mortgage Loan or the Trust Subordinate Companion Loan, as applicable, (A) the original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, either in blank, or to the order of the Trustee in the following form: “Pay to the order of Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2, without recourse”; and including or accompanied by all prior or intervening endorsements, if any, showing a complete,

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

 

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

 

(iii)       an original of an Assignment of Mortgage in recordable form (subject to the completion of missing recording information and, if applicable, the assignee’s name) or, if the related Mortgage Loan Seller is responsible for the recording thereof, a copy of such Assignment of Mortgage to be sent for recordation, in each case executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2” (and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders); provided that, with respect to a Servicing Shift Mortgage Loan, such assignments will be executed in blank until the earliest of (x) the related Servicing Shift Securitization Date, (y) the date on which such Mortgage Loan becomes a Specially Serviced Loan and (z) 180 days after the Closing Date;

 

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

 

(v)        an original assignment of any related Assignment of Leases, Rents and Profits (a “Reassignment of Assignment of Leases, Rents and Profits”) (if such item is a document separate from the Mortgage), in recordable form (subject to the completion of missing recording information and, if applicable, the assignee’s name), or a copy thereof if the related Mortgage Loan Seller is responsible for the recording thereof, in each case executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion

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

 

(vi)       (A) an original or copy of any related security agreement (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments of such security agreement and of all other unrecorded Loan Documents showing a complete chain of assignment from the Originator of the related Mortgage Loan or Serviced Whole Loan to the most recent assignee thereof prior to the Trustee, if any; and (B) an original assignment of any related security agreement (if such item is a document separate from the related Mortgage) and of all other unrecorded Loan Documents executed by the most recent assignee thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders), which assignment may be included as part of the corresponding Assignment of Mortgage referred to in clause (iii) above;

 

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

 

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

 

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

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

 

(x)       an original assignment of UCC financing statement by the most recent assignee of record prior to the Trustee or, if none, by the Originator, in favor of the Trustee of any UCC financing statement referred to in the immediately preceding clause (ix) that has been executed and filed in favor of the applicable Mortgage Loan Seller in the relevant jurisdiction (or, if the related Mortgage Loan Seller is responsible for the filing of such assignment, a copy of such assignment to be sent for filing), evidencing the transfer of such security interest, either in blank or in favor of the Trustee in the following form: “Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2” (in such capacity and, with respect to any related Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders);

 

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

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

(xx)     if any related escrow agreement, Lock-Box Agreement or Cash Collateral Account Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts, if any, a stamped or certified copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related mortgagee’s security interest in the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts and all funds contained therein (and UCC-3 assignments of financing statements assigning such UCC-1 financing statements to the Trustee in the following form: “Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders));

 

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

 

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

 

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

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include Serviced Companion Loans, Non-Serviced Companion Loans or REO Companion Loans or , in the case of an REO Loan related to a Serviced Whole Loan, the portion of such REO Loan consisting of a Serviced Companion Loan. For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be part of a “Mortgage Loan” or an asset of the Trust.

 

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

 

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

 

(a)        the Loan Number;

 

(b)        the Mortgage Loan name;

 

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

 

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

 

(e)        the original principal balance;

 

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

 

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

 

(h)        the Due Date;

 

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

 

(j)         the Servicing Fee Rate;

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Mortgage Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan and any Mortgage Loan as to which the related Mortgaged Property has become an REO Property) and any related Companion Loan (even if the related Mortgaged Property has become an REO Property), as applicable, at any time, the per annum rate at which interest then accrues on such Mortgage Loan or related Companion Loan, as applicable (in the absence of a default), as stated in the related Mortgage Note or componentization notice evidencing such Mortgage Loan or related Companion Loan, without giving effect to any Default Rate or any Revised Rate.

 

MSC 2019-H7 PSA”: That certain Pooling and Servicing Agreement dated as of July 1, 2019, between Morgan Stanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and as certificate administrator and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, which governs the servicing of the Grand Canal Shoppes Whole Loan.

 

Net Condemnation Proceeds”: Condemnation Proceeds, to the extent such proceeds are not to be applied to the restoration, preservation or repair of the related Mortgaged Property or released to the Borrower in accordance with the express requirements of the Loan

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Documents or other documents included in the Mortgage File or in accordance with the Servicing Standard.

 

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

 

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

 

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

 

Net Mortgage Rate”: With respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan and any Mortgage Loan as to which the related Mortgaged Property has become an REO Property) and the Trust Subordinate Companion Loan (even if the related Mortgaged Property has become an REO Property) at any time, the per annum rate equal to the Mortgage Rate for such Mortgage Loan then in effect (without regard to any increase in the interest rate of any ARD Loan after the related Anticipated Repayment Date), less the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates on the Regular Certificates, Pass-Through Rates on the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan Regular Interests, the WAC Rate and Withheld Amounts, the Net Mortgage Rate shall be determined without regard to any modification, waiver or amendment of the terms of the related Mortgage Loan or Trust Subordinate Companion Loan, as applicable, whether agreed to by the Master Servicer or the Special Servicer or any Non-Serviced Master Servicer or Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related Borrower or otherwise. The Net Mortgage Rate shall not be reduced by any Operating Advisor Fee Rate following the termination of the Operating Advisor pursuant to Section 7.07(e). Notwithstanding the foregoing, for any Mortgage Loan that does not accrue interest on a 30/360 Basis and for the Trust Subordinate Companion Loan, solely for

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purposes of calculating the Pass-Through Rates on the Regular Certificates, Pass-Through Rates on the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan Regular Interests and the WAC Rate for any Distribution Date, the Net Mortgage Rate of such Mortgage Loan and of the Trust Subordinate Companion Loan for the one-month loan-level interest accrual period applicable to the related Due Date immediately preceding such Distribution Date will be the annualized rate at which interest would have to accrue in respect thereof on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually required (or, except for any prepayment, whether or not voluntary, that would have actually been required) to be paid in respect of such Mortgage Loan or the Trust Subordinate Companion Loan, as applicable, for such one-month interest accrual period at the related Net Mortgage Rate (calculated solely in accordance with the prior sentence); provided, however, that with respect to each Mortgage Loan that is an Actual/360 Loan and with respect to the Trust Subordinate Companion Loan, the Net Mortgage Rate for the one-month loan-level interest accrual period (i) applicable to the Due Dates in (a) January and February in each year that is not a leap year or (b) February only in each year that is a leap year (in either case, unless the related Distribution Date is the final Distribution Date) shall be determined exclusive of related Withheld Amounts from that month and (ii) applicable to the Due Date in March (or February if the related Distribution Date is the final Distribution Date) shall be determined inclusive of the related Withheld Amounts for the immediately preceding February and January, as applicable.

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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heading “Non-Serviced Primary Servicing Fee Rate” in the “Whole Loan” chart in the Preliminary Statement.

 

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

 

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

 

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

 

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

 

Non-Serviced Securitization Trust”: With respect to any Non-Serviced Mortgage Loan, the “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds a related Non-Serviced Companion Loan (or any portion thereof or interest therein) and is created under the related Non-Serviced PSA.

 

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

 

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

 

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

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“Non-Serviced” under the heading “Type” in the “Whole Loans” chart in the Preliminary Statement and (ii) on and after the related Servicing Shift Securitization Date, the Whole Loans identified as “Servicing Shift” under the heading “Type” in the “Whole Loan” chart in the Preliminary Statement.

 

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

 

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

 

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

 

Nonrecoverable Workout-Delayed Reimbursement Amounts”: Any Workout-Delayed Reimbursement Amounts when the Person making such determination in accordance with the procedures specified for Nonrecoverable Servicing Advances or Nonrecoverable P&I Advances, as applicable, and taking into account factors such as all other

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outstanding Advances, either (a) has determined that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from late payments or any other recovery on or in respect of the related Mortgage Loan, Serviced Whole Loan or REO Loan (or applicable portion thereof) or (b) has determined that such Workout-Delayed Reimbursement Amounts would not ultimately be recoverable, along with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, out of the principal portion of future collections on all of the Mortgage Loans and REO Properties and from general principal collections in the Collection Account.

 

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

 

Notional Amount”: As of any date of determination: (i) with respect to each of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class SWX1 and Class SWX2 Certificates as a Class, the related Class X Notional Amount as of such date of determination and (ii) with respect to any Class X Certificate, the product of the Percentage Interest evidenced by such Certificate and the related Class X Notional Amount as of such date of determination.

 

NRSRO”: Any nationally recognized statistical ratings organization.

 

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

 

Officer’s Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President (however denominated) and by the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries, any Trust Officer or other officer of the Master Servicer, Special Servicer, Additional Servicer, Operating Advisor or Asset Representations Reviewer customarily performing functions similar to those performed by any of the above designated officers, any Servicing Officer and also with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, or an authorized officer of the Depositor, and delivered to the Depositor, the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as the case may be.

 

Ocean Edge Resort & Golf Club Whole Loan”: The Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Ocean Edge Resort & Golf Club.

 

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

 

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

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

 

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

 

Operating Advisor Fee”: With respect to each Mortgage Loan, each REO Mortgage Loan, the Trust Subordinate Companion Loan and any REO Trust Subordinate Companion Loan and any Distribution Date, an amount for the related Interest Accrual Period equal to the product of (i) the applicable Operating Advisor Fee Rate and (ii) the Stated Principal Balance of such Mortgage Loan, REO Mortgage Loan, Trust Subordinate Companion Loan or REO Trust Subordinate Companion Loan immediately prior to such Distribution Date, calculated on the same interest accrual basis as the related Mortgage Loan, REO Mortgage Loan, Trust Subordinate Companion Loan or REO Trust Subordinate Companion Loan and prorated for any partial periods. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Operating Advisor under this Agreement. The Operating Advisor Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt, the Operating Advisor Fee with respect to each Mortgage Loan or REO Mortgage Loan shall be deemed payable from the Lower-Tier REMIC and with respect to the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan shall be deemed payable from the Trust Subordinate Companion Loan REMIC. For the avoidance of doubt, no Operating Advisor Fee shall accrue on the principal balance of, or be payable with respect to, any Companion Loan or REO Companion Loan (other than the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan). No Operating Advisor Fee shall accrue following the termination of the Operating Advisor pursuant to Section 7.07(e).

 

Operating Advisor Fee Rate”: With respect to each Mortgage Loan (including each REO Mortgage Loan) for any Interest Accrual Period, a per annum rate equal to: (i) 0.00166% with respect to all Mortgage Loans other than the GNL Office and Industrial Portfolio, the Ocean Edge Resort & Golf Club, the Inland Life Storage Portfolio, the Bushwick Avenue Portfolio and the Hilton Portfolio Mortgage Loans; (ii) 0.00203% with respect to the GNL Office and Industrial Portfolio Mortgage Loan; (iii) 0.00229% with respect to the Ocean Edge Resort & Golf Club Mortgage Loan; (iv) 0.00229% with respect to the Inland Life Storage Portfolio Mortgage Loan; (v) 0.00235% with respect to the Bushwick Avenue Portfolio Mortgage Loan; and (vi) 0.00249% with respect to the Hilton Portfolio Mortgage Loan. The Operating Advisor Fee Rate with respect to the Trust Subordinate Companion Loan (including any REO Trust Subordinate Companion

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Loan) will accrue at a rate equal to 0.00166% per annum. At any time there is no Operating Advisor hereunder, the applicable per annum rate shall be 0.0%.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Pari Passu Companion Loan”: A Companion Loan that, pursuant to the related Loan Documents and/or the related Co-Lender Agreement, is pari passu in right of payment to the related Split Mortgage Loan. The only Pari Passu Companion Loans related to the Trust as of the Closing Date are evidenced by the Mortgage Notes identified under the heading “Pari Passu Companion Loan(s)” in the “Whole Loans” chart in the Preliminary Statement, each of which Mortgage Notes evidences a separate Pari Passu Companion Loan.

 

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

 

Class

 

Pass-Through Rate

     

Class A-1

 

Class A-1 Pass-Through Rate

Class A-SB

 

Class A-SB Pass-Through Rate

Class A-2

 

Class A-2 Pass-Through Rate

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Class A-3

 

Class A-3 Pass-Through Rate

Class A-4

 

Class A-4 Pass-Through Rate

Class A-5

 

Class A-5 Pass-Through Rate

Class X-A

 

Class X-A Pass-Through Rate

Class X-B

 

Class X-B Pass-Through Rate

Class X-D

 

Class X-D Pass-Through Rate

Class X-F

 

Class X-F Pass-Through Rate

Class X-G

 

Class X-G Pass-Through Rate

Class A-S

 

Class A-S Pass-Through Rate

Class B

 

Class B Pass-Through Rate

Class C

 

Class C Pass-Through Rate

Class D

 

Class D Pass-Through Rate

Class E

 

Class E Pass-Through Rate

Class F

 

Class F Pass-Through Rate

Class G

 

Class G Pass-Through Rate

Class NR-RR

 

Class NR-RR Pass-Through Rate

Class SWA

 

Class SWA Pass-Through Rate

Class SWC

 

Class SWC Pass-Through Rate

Class SWD

 

Class SWD Pass-Through Rate

Class SWE

 

Class SWE Pass-Through Rate

Class SWRR

 

Class SWRR Pass-Through Rate

Class SWX1

 

Class SWX1 Pass-Through Rate

Class SWX2

 

Class SWX2 Pass-Through Rate

 

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

 

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

 

PCAOB”: The Public Company Accounting Oversight Board.

 

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

 

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

 

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

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

 

Performing Party”: As defined in Section 10.14 of this Agreement.

 

Periodic Payment”: With respect to any Mortgage Loan or Serviced Companion Loan (other than any REO Loan) and any Due Date, the scheduled monthly payment of principal, if any, and interest at the Mortgage Rate, excluding any Balloon Payment (but not excluding any constant Periodic Payment due on a Balloon Loan), which is payable by the related Borrower on such Due Date under the related Mortgage Note. The Periodic Payment with respect to an REO Loan is the monthly payment that would otherwise have been payable on the related Due Date had the related Mortgage Note not been discharged, determined as set forth in the preceding sentence and on the assumption that all other amounts, if any, due thereunder are paid when due.

 

Permitted Investments”: Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business Day preceding the date upon which such funds are required to be drawn, regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or any of their respective Affiliates and having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency and Serviced Companion Loan Rating Agency shall have provided a Rating Agency Confirmation or Serviced Companion Loan Rating Agency Confirmation, as applicable, relating to the Certificates and Serviced Companion Loan Securities:

 

(A)        direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the U.S. Treasury; U.S. Department of Housing and Urban Development public housing agency bonds; Federal Housing Administration debentures; Government National Mortgage Association (GNMA) guaranteed mortgage-backed securities or participation certificates; Resolution Funding Corp. debt obligations; and Small Business Administration-guaranteed participation certificates and guaranteed pool certificates;

 

(B)        repurchase agreements on obligations specified in clause (A) of this definition, with a party agreeing to repurchase such obligations: (a) in the case of such investments with maturities of 30 days or less, (1) the short term obligations of which are rated at least “F1” by Fitch or the long term obligations of which are rated at least “A” by Fitch and (2) the short term obligations of which are rated at least “A-1” by S&P; (b) in the case of such investments with maturities of three months or less, but more than 30 days, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch and (2) (x) if it has a term of 60 days or less, but more than thirty (30) days, the short term obligations of which are rated at least “A-1” by S&P and (y) if it has a term of three months or less, but more than 60 days, the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P); (c) in the case of such investments with maturities of six months or less, but more than three months, (1) the short term obligations of which are rated at least “F1+” by Fitch or

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the long term obligations of which are rated at least “AA-” by Fitch and (2) the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P); (d) in the case of such investments with maturities of more than six months, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch and (2) the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P); and (e) the obligations of which satisfy the Applicable Moody’s Permitted Investment Rating (or, in the case of any such Rating Agency or Serviced Companion Loan Rating Agency as set forth in subclauses (a) through (e) above, such lower rating as is the subject of a Rating Agency Confirmation or Serviced Companion Loan Rating Agency Confirmation, as applicable, by such Rating Agency or Serviced Companion Loan Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);

 

(C)        federal funds, unsecured uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances of any bank or trust company organized under the laws of the United States or any state thereof: (a) in the case of such investments with maturities of 30 days or less, (1) the short term obligations of which are rated at least “F1” by Fitch or the long term obligations of which are rated at least “A” by Fitch and (2) the short term obligations of which are rated at least “A-1” by S&P; (b) in the case of such investments with maturities of three months or less, but more than 30 days, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch and (2) (x) if it has a term of 60 days or less, but more than thirty (30) days, the short term obligations of which are rated at least “A-1” by S&P and (y) if it has a term of three months or less, but more than 60 days, the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P); (c) in the case of such investments with maturities of six months or less, but more than three months, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch and (2) the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P); (d) in the case of such investments with maturities of more than six months, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch and (2) the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P); and (e) the obligations of which satisfy the Applicable Moody’s Permitted Investment Rating (or, in the case of any such Rating Agency or Serviced Companion Loan Rating Agency as set forth in subclauses (a) through (e) above, such lower rating as is the subject of a Rating Agency Confirmation or Serviced Companion Loan Rating Agency Confirmation, as applicable, by such Rating Agency or Serviced Companion Loan Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);

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(D)        commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding imposed by any non-United States jurisdiction): (a) in the case of such investments with maturities of 30 days or less, (1) the short term obligations of which are rated at least “F1” by Fitch or the long term obligations of which are rated at least “A” by Fitch, (2) the short term obligations of which are rated at least “A-1” by S&P and (3) the short-term obligations of which are rated at least “K3” by KBRA or the long-term obligations of which are rated at least “BBB-” by KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by any two other NRSROs (which may include S&P and Fitch)); (b) in the case of such investments with maturities of three months or less, but more than 30 days, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch, (2) (x) if it has a term of 60 days or less, but more than thirty (30) days, the short term obligations of which are rated at least “A-1” by S&P and (y) if it has a term of three months or less, but more than 60 days, the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P), and (3) the short-term obligations of which are rated at least “K3” by KBRA or the long-term obligations of which are rated at least “BBB-” by KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by any two other NRSROs (which may include S&P and Fitch)); (c) in the case of such investments with maturities of six months or less, but more than three months, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch, (2) the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P), and (3) the short-term obligations of which are rated at least “K1” by KBRA or the long-term obligations of which are rated at least “A-” by KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by any two other NRSROs (which may include S&P and Fitch)); (d) in the case of such investments with maturities of more than six months, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch, (2) the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P), and (3) the short-term obligations of which are rated at least “K1” by KBRA or the long-term obligations of which are rated at least “A-” by KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by any two other NRSROs (which may include S&P and Fitch)); and (e) the obligations of which satisfy the Applicable Moody’s Permitted Investment Rating (or, in the case of any such Rating Agency or Serviced Companion Loan Rating Agency as set forth in subclauses (a) through (e) above, such lower rating as is the subject of a Rating Agency Confirmation or Serviced Companion Loan Rating Agency Confirmation, as applicable, by such Rating Agency or Serviced Companion Loan Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);

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(E)        (a) units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant net asset value per share (including the Federated Prime Obligation Money Market Fund, U.S. Bank Long Term Eurodollar Sweep or the Wells Fargo Advantage Heritage Money Market Fund) so long as any such fund is (1) rated “AAAm” by S&P, (2) rated in the highest short term unsecured debt ratings category by Fitch, (3) rated in the highest short term unsecured debt ratings category by KBRA (or, if not rated by KBRA, an equivalent rating (or higher) by at least two (2) NRSROs (which may include any of the Rating Agencies)) and (4) rated at least “Aaa-mf” by Moody’s (or, in the case of any such Rating Agency or Serviced Companion Loan Rating Agency as set forth in subclauses (1) through (4) above, otherwise acceptable to such Rating Agency or Serviced Companion Loan Rating Agency, in any such case, as confirmed in a Rating Agency Confirmation or Serviced Companion Loan Rating Agency Confirmation, as applicable, relating to the Certificates and any Serviced Companion Loan Securities), or (b) units of money market funds that (1) have substantially all of its assets invested continuously in the types of investments referred to in clause (A) above, (2) has net assets of not less than $5,000,000,000, (3) seek to maintain a constant net asset value per share, (4) has a rating of “AAAm” by S&P and has the highest rating obtainable for money market funds from Fitch and (5) are rated at least “Aaa-mf” by Moody’s;

 

(F)        an obligation or security that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (B) – (E) above, and is the subject of a Rating Agency Confirmation or Serviced Companion Loan Rating Agency Confirmation, as applicable, relating to the Certificates and any Serviced Companion Loan Securities from each Rating Agency or Serviced Companion Loan Rating Agency for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such obligation or security; or

 

(G)        any other obligation or security other than one listed in clauses (A) – (E) above, that is the subject of a Rating Agency Confirmation or Serviced Companion Loan Rating Agency Confirmation, as applicable, relating to the Certificates and any Serviced Companion Loan Securities from each and every Rating Agency and Serviced Companion Loan Rating Agency;

 

provided that each investment described hereunder shall not (A) evidence either the right to receive (1) only interest with respect to such investment or (2) a yield to maturity greater than 120% of the yield to maturity at par of the underlying obligations, (B) be purchased at a price greater than par, (C) be sold prior to stated maturity if such sale would result in a loss of principal on the instrument or a tax on “prohibited transactions” under Section 860F of the Code or (D) have an “r” highlighter or other comparable qualifier attached to its rating; and provided, further, that each investment described hereunder must have (W) an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such as the “(sf)” subscript, and unsolicited ratings, (X) a predetermined fixed amount of principal due at maturity (that cannot vary or change), (Y) an original maturity of not more than 365 days and a remaining maturity of not more than thirty (30) days and (Z) except in the case of a Permitted Investment described in clause (E) of this

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definition, a fixed interest rate or an interest rate that is tied to a single interest rate index plus a single fixed spread and moves proportionately with that index; and provided, further, that each investment described hereunder must be a “cash flow investment” (within the meaning of the REMIC Provisions).

 

Permitted Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, customary title agent fees and insurance commissions or fees and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Serviced Mortgage Loan, Serviced Whole Loan or REO Property, in each case, in accordance with Article III of this Agreement.

 

Permitted Transferee”: With respect to a Class R Certificate, any Person or agent thereof that is a Qualified Institutional Buyer, other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the Transfer) to the effect that the Transfer of an Ownership Interest in any Class R Certificate to such Person will not cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S. Tax Person, (d) a Plan or any Person investing the assets of a Plan, (e) an entity treated as a domestic partnership for U.S. federal income tax purposes, one or more of the direct or indirect beneficial owners (other than through a U.S. corporation) of which is (or is permitted under the applicable partnership agreement to be) a Disqualified Non-U.S. Tax Person or (f) a U.S. Tax Person with respect to whom income on the Class R Certificate is attributable to a fixed base or foreign permanent establishment, within the meaning of an applicable income tax treaty, of such transferee or any other U.S. Tax Person.

 

Person”: Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

 

Plan”: As defined in Section 5.02(k) of this Agreement.

 

Pooled Available Funds”: With respect to any Distribution Date, an amount equal to the sum of the following amounts (without duplication and, for the avoidance of doubt, excluding any amounts received in respect of the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan):

 

(a)        the aggregate amount of all cash received on the Mortgage Loans and any REO Properties (in the case of any Non-Serviced Mortgage Loan or related REO Property, only to the extent received by the Trust pursuant to the related Non-Serviced PSA and/or the related Co-Lender Agreement and excluding any amounts received with respect to the Trust Subordinate Companion Loan) (including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.06(e) and/or Section 3.06(g) of this Agreement) on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Companion Loan Noteholders or is otherwise allocable to the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan), as of the

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related Master Servicer Remittance Date, exclusive of (without duplication) any portion thereof that represents:

 

(i)         all Periodic Payments and Balloon Payments paid by the Borrowers that are due on a Due Date (without regard to grace periods) after the end of the related Collection Period (without regard to grace periods) or that are received subsequent to the related Determination Date (or, in the case of a Non-Serviced Mortgage Loan or related REO Property, the later of the related Determination Date and the applicable remittance date to the Trust in the month of the subject Distribution Date);

 

(ii)        all Unscheduled Payments of principal (including Principal Prepayments (together with any related payments of interest allocable to the period following the Due Date for the related Mortgage Loan during the related Collection Period)) and interest, Net Liquidation Proceeds, Net Insurance Proceeds or Net Condemnation Proceeds and other unscheduled recoveries allocable to the Mortgage Loans received subsequent to the related Determination Date (or, in the case of a Non-Serviced Mortgage Loan or related REO Property, the later of the related Determination Date and the applicable remittance date to the Trust in the month of the subject Distribution Date);

 

(iii)       all amounts payable or reimbursable to any Person from (A) the Collection Account pursuant to clauses (ii) through (xv), inclusive, and (xix) through (xxi), inclusive, of Section 3.06(a) of this Agreement or (B) the Lower-Tier REMIC Distribution Account pursuant to clauses (ii) through (iv), inclusive, of Section 3.06(f) of this Agreement;

 

(iv)     with respect to each Mortgage Loan that is an Actual/360 Loan and any Distribution Date in (1) each February and (2) any January occurring in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which the subject Distribution Date occurs at the related Net Mortgage Rate, to the extent such amounts are to be deposited in the Interest Reserve Account and held for future distribution pursuant to Section 3.05(e) of this Agreement;

 

(v)        all Yield Maintenance Charges and Prepayment Premiums;

 

(vi)       all amounts deposited in the Collection Account in error;

 

(vii)      any Gain-on-Sale Proceeds deliverable to the Certificate Administrator for deposit in the Gain-on-Sale Reserve Account;

 

(viii)     all Excess Interest allocable to the Mortgage Loans; and

 

(ix)       all Penalty Charges retained in the Collection Account pursuant to Section 3.05(a)(vii) of this Agreement; and

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(b)        if and to the extent not already included in clause (a) hereof, the aggregate amount allocable to the Mortgage Loans transferred from the REO Account on or before the applicable Master Servicer Remittance Date to the Collection Account for such Distribution Date pursuant to Section 3.15(b);

 

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

 

(d)        with respect to each Mortgage Loan that is an Actual/360 Loan and for the Distribution Date occurring in each March (or February if the final Distribution Date occurs in such month), the Withheld Amounts with respect to such Mortgage Loan remitted to the Lower-Tier REMIC Distribution Account pursuant to Section 3.05(e) of this Agreement; and

 

(e)        the Gain-on-Sale Remittance Amount for such Distribution Date.

 

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

 

Pooled Certificateholder Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer (other than with respect to The Stanwix Whole Loan) pursuant to Section 3.22 or the Asset Representations Reviewer pursuant to Section 11.05, the Holders of Pooled Certificates evidencing at least 50% of the aggregate Pooled Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Pooled Certificates) of all Pooled Principal Balance Certificates on an aggregate basis.

 

Pooled Certificateholder”: A Certificateholder of a Pooled Certificate.

 

Pooled Certificates”: The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class NR-RR and Class S Certificates.

 

Pooled Class X Certificates”: The Class X-A, Class X-B, Class X-D, Class X-F and Class X-G Certificates, collectively.

 

Pooled Principal Balance Certificates”: The Principal Balance Certificates, other than the Loan-Specific Principal Balance Certificates.

 

Pooled Realized Losses”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the Pooled Principal Balance Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the aggregate Stated Principal Balance of the Mortgage Loans (including any Mortgage Loans as to which the

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related Mortgaged Properties have become REO Properties) immediately following such Distribution Date (and, for purposes of this calculation only, such aggregate Stated Principal Balance will not be reduced by the amount of principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances).

 

Pooled Regular Certificates”: The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class NR-RR Certificates.

 

Pooled Subordinate Certificates”: The Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class NR-RR Certificates.

 

Pooled Voting Rights”: The portion of the voting rights of all of the Pooled Certificates that is allocated to any Pooled Certificateholder or Class of Pooled Certificateholders. At all times during the term of this Agreement, the percentage of Pooled Voting Rights assigned to each Class of Pooled Certificates shall be: (a) 98% to be allocated among the Certificateholders of the respective Classes of Pooled Principal Balance Certificates in proportion to the Certificate Balances of such Classes, subject to clause (c) below (and solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 3.22(c), Section 3.22(d) or Section 7.01(b), considering any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Pooled Certificates pursuant to Section 4.08(a) hereof), in each case determined as of the prior Distribution Date, and (b) 2% to be allocated among the Certificateholders of the Class X-A, Class X-B, Class X-D, Class X-F and Class X-G Certificates (allocated to the Class X-A, Class X-B, Class X-D, Class X-F and Class X-G Certificates on a pro rata basis based on their respective outstanding Notional Amounts at the time of determination) and (c) 0%, in the case of the Class S and Class R Certificates and any portion of the Class F, Class G or Class NR-RR Certificates which comprise the VRR Interest. The Pooled Voting Rights assigned to any Class of Certificates shall be allocated among such Pooled Certificates in proportion to their respective Percentage Interests.

 

Preliminary Dispute Resolution Election Notice”: As defined in Section 2.04(l)(i).

 

Prepayment Assumption”: The assumption that (i) each Mortgage Loan (other than an ARD Loan) does not prepay prior to its respective Maturity Date and (ii) each ARD Loan prepays on its Anticipated Repayment Date.

 

Prepayment Interest Excess”: With respect to any Distribution Date, the aggregate amount, with respect to any Serviced Mortgage Loan or Serviced Companion Loan that was subject to a Principal Prepayment in full or in part, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or Special Servicer for application to such Serviced Mortgage Loan or Serviced Companion Loan, in each case after the Due Date in the month in which such Distribution Date occurs and on or prior to the related Determination Date, the amount of interest accrued at the Net Mortgage Rate for

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such Mortgage Loan or Serviced Companion Loan, on the amount of such Principal Prepayment or the principal portion of such Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, from such Due Date to, but not including, the date of prepayment (or any later date through which interest accrues thereon) and accruing in the manner set forth in the related Loan Documents, to the extent such interest is collected by the Master Servicer or the Special Servicer (without regard to any Prepayment Premium, Yield Maintenance Charge or Excess Interest actually collected).

 

Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Serviced Mortgage Loan or Serviced Companion Loan that was subject to a Principal Prepayment in full or in part and which did not include a full month’s interest, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or Special Servicer for application to such Serviced Mortgage Loan or Serviced Companion Loan, in each case after the Determination Date in the calendar month preceding the calendar month in which such Distribution Date occurs and prior to the Due Date in the related Collection Period, the amount of interest that would have accrued at the Net Mortgage Rate for such Mortgage Loan or Serviced Companion Loan on the amount of such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds during the period commencing on the date as of which such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were applied to the unpaid principal balance of the Mortgage Loan or Serviced Companion Loan and ending on (and including) the day immediately preceding such Due Date (without regard to any Prepayment Premium, Yield Maintenance Charge or Excess Interest actually collected).

 

Prepayment Premium”: Any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable on a Mortgage Loan or Serviced Companion Loan by a Borrower as the result of a Principal Prepayment thereon, not otherwise due thereon, in respect of principal or interest, which is intended to compensate the holder of the related Mortgage Note for prepayment.

 

Pricing Date”: September 26, 2019.

 

Primary Servicing Fee Rate”: (A) With respect to each Mortgage Loan (other than Non-Serviced Mortgage Loans and Servicing Shift Mortgage Loans), the sum of the per annum rates set forth on Exhibit B to this Agreement under the columns labeled “Primary Servicing Fee Rate” and “Sub Servicer Fee Rate” and (B) with respect to a Servicing Shift Whole Loan, prior to such Servicing Shift Securitization Date, the applicable rate per annum set forth on Exhibit B to this Agreement under the columns labeled “Primary Servicing Fee Rate” and “Sub Servicer Fee Rate”. With respect to Non-Serviced Mortgage Loans, except as provided for on Exhibit B to this Agreement, no Primary Servicing Fee Rate will be charged by the Master Servicer, but the Non-Serviced Mortgage Loan Primary Servicing Fee Rate is charged by the applicable Other Servicer pursuant to the related Non-Serviced PSA. For the avoidance of doubt, the Primary Servicing Fee Rate includes any fee rate payable to a Mortgage Loan Seller Sub-Servicer.

 

Prime Rate”: The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, New York Edition (or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate Administrator in its reasonable

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discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time. The Certificate Administrator shall notify in writing the Master Servicer and the Special Servicer with regard to any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.

 

Principal Balance Certificates”: The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class NR-RR, Class SWA, Class SWC, Class SWD, Class SWE and Class SWRR Certificates, collectively.

 

Principal Distribution Amount”: For any Distribution Date, an amount equal to the sum of the following amounts (without duplication and, for the avoidance of doubt, excluding any amounts received with respect to the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan):

 

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

 

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

 

(c)         the Principal Shortfall for that Distribution Date;

 

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

 

(A)        Nonrecoverable Advances (including any Servicing Advance with respect to any Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date; and

 

(B)        Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date;

 

provided further, that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Mortgage Loans) are subsequently recovered on the related Mortgage Loan (or REO Mortgage Loan), such recovery will increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs. The principal component of the amounts set forth above shall be determined in accordance with Section 1.02 of this Agreement.

 

Principal Prepayment”: Any payment of principal made by a Borrower on a Mortgage Loan or Serviced Companion Loan which is received in advance of its scheduled due

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date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

 

Principal Shortfall”: For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the preceding Distribution Date exceeds (ii) the aggregate amount actually distributed to Holders of the Pooled Principal Balance Certificates on the preceding Distribution Date in respect of such Principal Distribution Amount.