FILED PURSUANT TO RULE 424(h)

REGISTRATION FILE NO.: 333--226082-05

The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

This preliminary prospectus, dated October 18, 2019,
may be amended or completed prior to time of sale

PROSPECTUS

$756,206,000 (Approximate)

GS Mortgage Securities Trust 2019-GSA1

(Central Index Key Number 0001789954)

 as Issuing Entity

GS Mortgage Securities Corporation II

(Central Index Key Number 0001004158)

 as Depositor

Goldman Sachs Mortgage Company

(Central Index Key Number 0001541502)

 Argentic Real Estate Finance LLC

(Central Index Key Number 0001624053)

 Starwood Mortgage Capital LLC

(Central Index Key Number 0001548405)

 as Sponsors and Mortgage Loan Sellers

Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1

GS Mortgage Securities Corporation II is offering certain classes of the Commercial Mortgage Pass-Through Certificates, 2019-GSA1 consisting of the certificate classes identified in the table below. The certificates being offered by this prospectus (and the non-offered Class D, Class X-D, Class E, Class F-RR, Class G-RR, Class H-RR and Class R certificates) represent the ownership interests in the issuing entity, which will be a New York common law trust named GS Mortgage Securities Trust 2019-GSA1. The assets of the issuing entity will primarily consist of a pool of fixed rate commercial mortgage loans, which are generally the sole source of payment on the certificates. Credit enhancement will be provided solely by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Certificates—Subordination; Allocation of Realized Losses”. Each class of certificates will be entitled to receive monthly distributions of interest and/or principal on the 4th business day following the 6th day of each month (or if the 6th day is not a business day, the next business day), commencing in December 2019. The rated final distribution date for the offered certificates is November 2052.

Class	Approximate Initial Certificate Balance or Notional Amount(1)	Approximate Initial Pass-Through Rate	Pass-Through Rate Description	Assumed Final Distribution Date(2)
Class A-1	$14,908,000	[___]%	(3)	November 2024
Class A-2	$26,937,000	[___]%	(3)	October 2026
Class A-3	(4)	[___]%	(3)	(4)
Class A-4	(4)	[___]%	(3)	(4)
Class A-AB	$20,542,000	[___]%	(3)	May 2029
Class X-A	$679,505,000(5)	[___]%	Variable IO(6)	October 2029
Class X-B	$76,701,000(5)	[___]%	Variable IO(6)	October 2029
Class A-S	$74,540,000	[___]%	(3)	October 2029
Class B	$39,971,000	[___]%	(3)	October 2029
Class C	$36,730,000	[___]%	(3)	October 2029

(Footnotes on table on pages 3-4)

You should carefully consider the risk factors beginning on page 55 of this prospectus.

None of the certificates or the mortgage loans are insured or guaranteed by any governmental agency, instrumentality or private issuer or any other person or entity.

The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the sponsors, depositor, any of their affiliates or any other entity.

The United States Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. GS Mortgage Securities Corporation II will not list the offered certificates on any securities exchange or on any automated quotation system of any securities association.

The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended, contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in this prospectus).

The underwriters, Goldman Sachs & Co. LLC and Drexel Hamilton, LLC, will purchase the offered certificates from GS Mortgage Securities Corporation II and will offer them to the public at negotiated prices, plus, in certain cases, accrued interest, determined at the time of sale. Goldman Sachs & Co. LLC is acting as lead manager and sole bookrunner with respect to of each class of offered certificates. Drexel Hamilton, LLC is acting as co-manager.

The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about November 8, 2019. We expect to receive from this offering approximately [__]% of the initial aggregate principal balance of the offered certificates, plus accrued interest from November 1, 2019, before deducting expenses payable by us.

Goldman Sachs & Co. LLC

Lead Manager and Sole Bookrunner

Drexel Hamilton

Co-Manager

October      , 2019

 

Summary of Certificates

Class	Approximate Initial Certificate Balance or Notional Amount(1)		Approximate Initial Available Certificate Balance or Notional Amount(1)		Approximate Initial Retained Certificate Balance or Notional Amount(1)(7)		Approximate Initial Credit Support(8)	Approximate Initial Pass-Through Rate	Pass-Through Rate Description	Assumed Final Distribution Date(2)	Weighted Average Life (Years)(9)	Principal Window(9)
Offered Certificates
Class A-1	$14,908,000		$14,549,000		$359,000		30.000%	[__]%	(3)	November 2024	2.84	12/19 – 11/24
Class A-2	$26,937,000		$26,289,000		$648,000		30.000%	[__]%	(3)	October 2026	6.92	10/26 – 10/26
Class A-3	(4)		(4)		(4)		30.000%	[__]%	(3)	(4)	(4)	(4)
Class A-4	(4)		(4)		(4)		30.000%	[__]%	(3)	(4)	(4)	(4)
Class A-AB	$20,542,000		$20,048,000		$494,000		30.000%	[__]%	(3)	May 2029	7.26	11/24 – 05/29
Class X-A	$679,505,000	(5)	$663,151,000	(5)	$16,354,000	(5)	NAP	[__]%	Variable IO(6)	October 2029	NAP	NAP
Class X-B	$76,701,000	(5)	$74,855,000	(5)	$1,846,000	(5)	NAP	[__]%	Variable IO(6)	October 2029	NAP	NAP
Class A-S	$74,540,000		$72,746,000		$1,794,000		21.375%	[__]%	(3)	October 2029	9.92	10/29 – 10/29
Class B	$39,971,000		$39,009,000		$962,000		16.750%	[__]%	(3)	October 2029	9.92	10/29 – 10/29
Class C	$36,730,000		$35,846,000		$884,000		12.500%	[__]%	(3)	October 2029	9.92	10/29 – 10/29
Non-Offered Certificates
Class D	$24,847,000		$24,249,000		$598,000		9.625%	[__]%	(3)	October 2029	9.92	10/29 – 10/29
Class X-D	$44,292,000(5)		$43,226,000	(5)	$1,066,000	(5)	NAP	[__]%	Variable IO(6)	October 2029	NAP	NAP
Class E(10)	$19,445,000		$18,977,000		$468,000		7.375%	[__]%	(3)	October 2029	9.92	10/29 – 10/29
Class F-RR(10)	$21,606,000		$21,086,000		$520,000		4.875%	[__]%	(3)	November 2029	9.93	10/29 – 11/29
Class G-RR(10)	$8,642,000		$8,434,000		$208,000		3.875%	[__]%	(3)	November 2029	10.01	11/29 – 11/29
Class H-RR(10)	$33,489,960		$32,683,960		$806,000		0.000%	[__]%	(3)	November 2029	10.01	11/29 – 11/29
Class R(11)	NAP		NAP		NAP		NAP	NAP	NAP	NAP	NAP	NAP

(1) Approximate, subject to a permitted variance of plus or minus 5%, including in connection with any variation in the certificate balances and notional amounts of the classes comprising the VRR interest following the calculation of the actual fair value of the certificates (other than the Class R certificates) issued by the issuing entity. The notional amount of each class of the Class X-A, Class X-B and Class X-D certificates (collectively the “Class X certificates”), is subject to change depending upon the final pricing of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR and Class H-RR certificates (collectively, the “principal balance certificates”), as follows: (1) if as a result of such pricing the pass-through rate of any class of principal balance certificates whose certificate balance comprises such notional amount is equal to the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), the certificate balance of such class of principal balance certificates may not be part of, and reduce accordingly, such notional amount of the related Class X certificates (or, if as a result of such pricing the pass-through rate of the related Class X certificates is equal to zero, such Class X certificates may not be issued on the closing date), and/or (2) if as a result of such pricing the pass-through rate of any class of principal balance certificates that does not comprise such notional amount of the related Class X certificates is less than the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), such class of principal balance certificates may become a part of, and increase accordingly, such notional amount of the related Class X certificates.

(2) The assumed final distribution dates set forth in this prospectus have been determined on the basis of the assumptions described in “Description of the Certificates—Assumed Final Distribution Date; Rated Final Distribution Date”.

(3) The pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR and Class H-RR certificates for each distribution date will each generally be a per annum rate equal to one of (i) a fixed rate, (ii) the weighted average of the net mortgage interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs, (iii) the lesser of a specified pass-through rate and the rate described in clause (ii), or (iv) the rate described in clause (ii) less a specified percentage.

(4) The exact initial certificate balances of the Class A-3 and Class A-4 certificates are unknown and will be determined based on the final pricing of those classes of certificates. However, the respective initial certificate balances, assumed final distribution dates, weighted average lives and principal windows of the Class A-3 and Class A-4 certificates are expected to be within the applicable ranges reflected in the following chart. The initial aggregate certificate balance of the Class A-3 and Class A-4 certificates is expected to be approximately $542,578,000, subject to a variance of plus or minus 5%.

Class of Certificates	Expected Range of Initial Certificate Balance	Expected Range of Initial Available Certificate Balance	Expected Range of Initial Retained Certificate Balance	Expected Range of Assumed Final Distribution Date	Expected Range of Weighted Average Life (Yrs)	Expected Range of Principal Window
Class A-3	$102,466,000 – $240,796,000	$100,000,000 – $235,000,000	$2,466,000 – $5,796,000	August 2029 – September 2029	9.61 – 9.71	05/29 – 08/29 / 05/29 – 09/29
Class A-4	$301,782,000 – $440,112,000	$294,519,000 – $429,519,000	$7,263,000 – $10,593,000	October 2029	9.86 – 9.89	08/29 – 10/29 / 09/29 – 10/29

3 

(5) The Class X certificates will not have certificate balances and will not be entitled to receive distributions of principal. Interest will accrue on the Class X certificates at their respective pass-through rates based upon their respective notional amounts. The notional amount of each Class X certificate will be equal to the aggregate certificate balance of the related class(es) of certificates (the “related Class X class”) indicated below:

Class	Related Class X Classes
Class X-A	Class A-1, Class A-2, Class, A-3, Class A-4, Class A-AB and Class A-S certificates
Class X-B	Class B and Class C certificates
Class X-D	Class D and Class E certificates

(6) The pass-through rate of each Class X certificate for any distribution date will equal the excess, if any, of (i) the weighted average of the net mortgage interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs, over (ii) the pass-through rate (or the weighted average of the pass-through rates, if applicable) of the related Class X class(es) for that distribution date. See “Description of the Certificates—Distributions—Pass-Through Rates”.

(7) On the closing date, the certificates (other than the Class R certificates) (collectively, the “VRR interest”) with the initial certificate principal balances or notional amounts, as applicable, set forth in the table above under “Approximate Initial Retained Certificate Principal Balance or Notional Amount” are expected to be sold by the underwriters and the initial purchasers to Argentic Real Estate Finance LLC or its majority-owned affiliate, as described in “Credit Risk Retention”.

(8) The initial credit support percentages set forth for the certificates are approximate and, for the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, are represented in the aggregate.

(9) The weighted average life and period during which distributions of principal would be received as set forth in the foregoing table with respect to each class of certificates having a certificate balance are based on the assumptions set forth under “Yield, Prepayment and Maturity Considerations—Weighted Average Life” and on the assumptions that there are no prepayments, modifications or losses in respect of the mortgage loans or whole loans and that there are no extensions or forbearances of maturity dates of the mortgage loans or whole loans.

(10) The initial certificate balance of each of the Class E, Class F-RR, Class G-RR and Class H-RR certificates is subject to change based on final pricing of all certificates and the final determination of the Class F-RR, Class G-RR and Class H-RR certificates (collectively, excluding the portion of each such class comprising the VRR interest, the “HRR certificates”) and the VRR interest that will be retained as described under “Credit Risk Retention” to satisfy the U.S. risk retention requirements of Argentic Real Estate Finance LLC, as retaining sponsor. For more information regarding the methodology and key inputs and assumptions used to determine the sizing of the HRR certificates, see “Credit Risk Retention”.

(11) The Class R certificates will not have a certificate balance, notional amount, pass-through rate, rating or rated final distribution date. The Class R certificates will represent the residual interests in each of two separate REMICs, as further described in this prospectus. The Class R certificates will not be entitled to distributions of principal or interest.

The Class D, Class X-D, Class E, Class F-RR, Class G-RR, Class H-RR and Class R certificates are not offered by this prospectus. Any information in this prospectus concerning such non-offered certificates is presented solely to enhance your understanding of the offered certificates.

4 

TABLE OF CONTENTS

Summary of Certificates	3
Important Notice Regarding the Offered Certificates	12
Important Notice About Information Presented in This Prospectus	13
Summary of Terms	21
Risk Factors	55
The Certificates May Not Be a Suitable Investment for You	55
Combination or “Layering” of Multiple Risks May Significantly Increase Risk of Loss	55
Risks Related to Market Conditions and Other External Factors	55
The Volatile Economy, Credit Crisis and Downturn in the Real Estate Market Have Adversely Affected and May Continue To Adversely Affect the Value of CMBS	55
Other Events May Affect the Value and Liquidity of Your Investment	56
Risks Relating to the Mortgage Loans	56
Mortgage Loans Are Non-Recourse and Are Not Insured or Guaranteed	56
Risks of Commercial, Multifamily and Manufactured Housing Lending Generally	57
Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases	58
Office Properties Have Special Risks	63
Retail Properties Have Special Risks	64
Industrial Properties Have Special Risks	66
Multifamily Properties Have Special Risks	67
Hospitality Properties Have Special Risks	70
Risks Relating to Affiliation with a Franchise or Hotel Management Company	72
Mixed Use Properties Have Special Risks	73
Self-Storage Properties Have Special Risks	73
Leased Fee Properties Have Special Risks	74

Condominium Ownership May Limit Use and Improvements	74
Historic Tax Credit Structure	75
Operation of a Mortgaged Property Depends on the Property Manager’s Performance	75
Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses	76
Adverse Environmental Conditions at or Near Mortgaged Properties May Result in Losses	77
Risks Related to Redevelopment, Expansion and Renovation at Mortgaged Properties	78
Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses	79
Risks Related to Zoning Non-Compliance and Use Restrictions	81
Risks Relating to Inspections of Properties	82
Risks Relating to Costs of Compliance with Applicable Laws and Regulations	82
Insurance May Not Be Available or Adequate	82
Inadequacy of Title Insurers May Adversely Affect Distributions on Your Certificates	85
Terrorism Insurance May Not Be Available for All Mortgaged Properties	85
Risks Associated with Blanket Insurance Policies or Self-Insurance	86
Condemnation of a Mortgaged Property May Adversely Affect Distributions on Certificates	87
Limited Information Causes Uncertainty	87
Underwritten Net Cash Flow Could Be Based On Incorrect or Failed Assumptions	87
Frequent and Early Occurrence of Borrower Delinquencies and Defaults May Adversely Affect Your Investment	88
The Mortgage Loans Have Not Been Reviewed or Re-Underwritten by

5 

Us; Some Mortgage Loans May Not Have Complied With Another Originator’s Underwriting Criteria	89
Static Pool Data Would Not Be Indicative of the Performance of this Pool	89
Appraisals May Not Reflect Current or Future Market Value of Each Property	90
Seasoned Mortgage Loans Present Additional Risk of Repayment	91
The Performance of a Mortgage Loan and Its Related Mortgaged Property Depends in Part on Who Controls the Borrower and Mortgaged Property	91
The Borrower’s Form of Entity May Cause Special Risks	92
A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans	94
Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions	94
Other Financings or Ability To Incur Other Indebtedness Entails Risk	96
Tenancies-in-Common May Hinder Recovery	97
Risks Relating to Enforceability of Cross-Collateralization	97
Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions	98
Risks Associated with One Action Rules	98
State Law Limitations on Assignments of Leases and Rents May Entail Risks	98
Various Other Laws Could Affect the Exercise of Lender’s Rights	98
The Absence of Lockboxes Entails Risks That Could Adversely Affect Distributions on Your Certificates	99
Borrower May Be Unable To Repay Remaining Principal Balance on Maturity Date; Longer Amortization Schedules and Interest-Only Provisions Increase Risk	99
Risks Related to Ground Leases and Other Leasehold Interests	100

Increases in Real Estate Taxes May Reduce Available Funds	102
State and Local Mortgage Recording Taxes May Apply Upon a Foreclosure or Deed in Lieu of Foreclosure and Reduce Net Proceeds	102
Risks Related to Conflicts of Interest	102
Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests	102
The Servicing of the Servicing Shift Whole Loans Will Shift to Other Servicers	104
Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests	105
Potential Conflicts of Interest of the Master Servicer and the Special Servicer	106
Potential Conflicts of Interest of the Operating Advisor	108
Potential Conflicts of Interest of the Asset Representations Reviewer	109
Potential Conflicts of Interest of the Directing Holder and the Companion Loan Holders	110
Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans	112
Conflicts of Interest May Occur as a Result of the Rights of the Applicable Directing Holder To Terminate the Special Servicer of the Applicable Whole Loan	113
Other Potential Conflicts of Interest May Affect Your Investment	113
Other Risks Relating to the Certificates	114
The Certificates Are Limited Obligations	114
The Certificates May Have Limited Liquidity and the Market Value of the Certificates May Decline	114
Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates	115
Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such

6 

Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded	117
Your Yield May Be Affected by Defaults, Prepayments and Other Factors	119
Subordination of the Subordinated Certificates Will Affect the Timing of Distributions and the Application of Losses on the Subordinated Certificates	122
Your Lack of Control Over the Issuing Entity and the Mortgage Loans Can Impact Your Investment	123
Risks Relating to Modifications of the Mortgage Loans	128
The Sponsors May Not Make Required Repurchases or Substitutions of Defective Mortgage Loans or Pay Any Loss of Value Payment Sufficient to Cover All Losses on a Defective Mortgage Loan	128
Risks Relating to Interest on Advances and Special Servicing Compensation	129
Bankruptcy of a Servicer May Adversely Affect Collections on the Mortgage Loans and the Ability to Replace the Servicer	129
Risks Relating to a Bankruptcy of an Originator, a Sponsor or the Depositor, or a Receivership or Conservatorship of Goldman Sachs Bank USA	130
The Requirement of the Special Servicer to Obtain FIRREA-Compliant Appraisals May Result in an Increased Cost to the Issuing Entity	131
Realization on the Mortgage Loans That Are Part of a Serviced Whole Loan May Be Adversely Affected by the Rights of the Holder of the Related Serviced Companion Loan	131
Book-Entry Securities May Delay Receipt of Payment and Reports and Limit Liquidity and Your Ability to Pledge Certificates	131
Book-Entry Registration Will Mean You Will Not Be Recognized as a Holder of Record	132
Tax Matters and Changes in Tax Law May Adversely Impact the Mortgage Loans or Your Investment	132

Tax Considerations Relating to Foreclosure	132
Description of the Mortgage Pool	134
General	134
Co-Originated or Third-Party Originated Mortgage Loans	135
Certain Calculations and Definitions	135
Definitions	136
Mortgage Pool Characteristics	143
Overview	143
Property Types	144
Mortgage Loan Concentrations	149
Multi-Property Mortgage Loans and Related Borrower Mortgage Loans	149
Geographic Concentrations	150
Mortgaged Properties With Limited Prior Operating History	151
Tenancies-in-Common or Diversified Ownership	152
Condominium Interests and Other Shared Interests	152
Fee & Leasehold Estates; Ground Leases	153
Environmental Considerations	154
Redevelopment, Renovation and Expansion	156
Assessments of Property Value and Condition	157
Appraisals	157
Engineering Reports	157
Zoning and Building Code Compliance and Condemnation	158
Litigation and Other Considerations	158
Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings	159
Loan Purpose	159
Default History, Bankruptcy Issues and Other Proceedings	159
Tenant Issues	160
Tenant Concentrations	160
Lease Expirations and Terminations	161
Purchase Options and Rights of First Refusal	166
Affiliated Leases	167
Insurance Considerations	168
Use Restrictions	169
Appraised Value	169
Non-Recourse Carveout Limitations	169
Real Estate and Other Tax Considerations	170
Delinquency Information	170
Certain Terms of the Mortgage Loans	170
Amortization of Principal	170

7 

Due Dates; Mortgage Rates; Calculations of Interest	171
Prepayment Protections and Certain Involuntary Prepayments	171
“Due-On-Sale” and “Due-On-Encumbrance” Provisions	172
Defeasance; Collateral Substitution	173
Partial Releases	174
Escrows	177
Mortgaged Property Accounts	177
Exceptions to Underwriting Guidelines	178
Additional Indebtedness	178
General	178
Whole Loans	179
Mezzanine Indebtedness	179
The Whole Loans	180
General	180
The Serviced Pari Passu Whole Loans	185
The Non-Serviced Pari Passu Whole Loans	188
The Non-Serviced AB Whole Loans	191
Additional Information	201
Transaction Parties	201
The Sponsors and Mortgage Loan Sellers	201
Goldman Sachs Mortgage Company	202
Argentic Real Estate Finance LLC	210
Starwood Mortgage Capital LLC	218
Compensation of the Sponsors	224
The Depositor	225
The Issuing Entity	225
The Trustee and Certificate Administrator	226
The Master Servicer and the Excluded Special Servicer	228
The Special Servicer	231
The Operating Advisor and Asset Representations Reviewer	236
Credit Risk Retention	237
General	237
Qualifying CRE Loans	238
HRR Certificates	238
General	238
The Retaining Party	239
Determination of Amount of Required Horizontal Credit Risk Retention	239
Material Terms	246
Hedging, Transfer and Financing Restrictions	246
Operating Advisor	246
Representations and Warranties	247
Description of the Certificates	248

General	248
Distributions	250
Method, Timing and Amount	250
Available Funds	251
Priority of Distributions	252
Pass-Through Rates	255
Interest Distribution Amount	257
Principal Distribution Amount	257
Certain Calculations with Respect to Individual Mortgage Loans	259
Application Priority of Mortgage Loan Collections or Whole Loan Collections	260
Allocation of Yield Maintenance Charges and Prepayment Premiums	262
Assumed Final Distribution Date; Rated Final Distribution Date	264
Prepayment Interest Shortfalls	264
Subordination; Allocation of Realized Losses	266
Reports to Certificateholders; Certain Available Information	268
Certificate Administrator Reports	268
Information Available Electronically	273
Voting Rights	278
Delivery, Form, Transfer and Denomination	278
Book-Entry Registration	278
Definitive Certificates	281
Certificateholder Communication	281
Access to Certificateholders’ Names and Addresses	281
Requests to Communicate	282
List of Certificateholders	282
Description of the Mortgage Loan Purchase Agreements	283
General	283
Dispute Resolution Provisions	291
Asset Review Obligations	291
Pooling and Servicing Agreement	291
General	291
Assignment of the Mortgage Loans	292
Servicing Standard	293
Subservicing	294
Advances	295
P&I Advances	295
Property Protection Advances	296
Nonrecoverable Advances	297
Recovery of Advances	298
Accounts	299
Withdrawals from the Collection Account	301
Servicing and Other Compensation and Payment of Expenses	303
General	303
Master Servicing Compensation	307

8 

Special Servicing Compensation	309
Disclosable Special Servicer Fees	314
Certificate Administrator and Trustee Compensation	315
Operating Advisor Compensation	315
Asset Representations Reviewer Compensation	315
CREFC® Intellectual Property Royalty License Fee	316
Appraisal Reduction Amounts	316
Maintenance of Insurance	323
Modifications, Waivers and Amendments	325
Enforcement of “Due-on-Sale” and “Due-on-Encumbrance” Provisions	329
Inspections	330
Collection of Operating Information	331
Special Servicing Transfer Event	331
Asset Status Report	333
Realization Upon Mortgage Loans	336
Sale of Defaulted Loans and REO Properties	338
The Directing Holder	341
General	341
Major Decisions	343
Asset Status Report	346
Replacement of Special Servicer	346
Control Termination Event, Consultation Termination Event and Operating Advisor Consultation Event	346
Servicing Override	349
Rights of Holders of Companion Loans	350
Limitation on Liability of Directing Holder	350
The Operating Advisor	351
General	351
Duties of Operating Advisor In General	352
Annual Report	353
Additional Duties of the Operating Advisor While an Operating Advisor Consultation Event Has Occurred and is Continuing	354
Recommendation of the Replacement of the Special Servicer	355
Eligibility of Operating Advisor	355
Other Obligations of Operating Advisor	355
Delegation of Operating Advisor’s Duties	356
Termination of the Operating Advisor With Cause	357

Rights Upon Operating Advisor Termination Event	357
Waiver of Operating Advisor Termination Event	358
Termination of the Operating Advisor Without Cause	358
Resignation of the Operating Advisor	358
Operating Advisor Compensation	359
The Asset Representations Reviewer	359
Asset Review	359
Eligibility of Asset Representations Reviewer	363
Other Obligations of Asset Representations Reviewer	364
Delegation of Asset Representations Reviewer’s Duties	365
Assignment of Asset Representations Reviewer’s Rights and Obligations	365
Asset Representations Reviewer Termination Events	365
Rights Upon Asset Representations Reviewer Termination Event	366
Termination of the Asset Representations Reviewer Without Cause	366
Resignation of Asset Representations Reviewer	367
Asset Representations Reviewer Compensation	367
Limitation on Liability of the Risk Retention Consultation Party	367
Replacement of the Special Servicer Without Cause	368
Replacement of the Special Servicer After Operating Advisor Recommendation and Investor Vote	370
Termination of Master Servicer and Special Servicer for Cause	371
Servicer Termination Events	371
Rights Upon Servicer Termination Event	372
Waiver of Servicer Termination Event	374
Resignation of a Master Servicer or Special Servicer	374
Resignation of Master Servicer, Trustee, Certificate Administrator, Operating Advisor or Asset Representations Reviewer Upon Prohibited Risk Retention Affiliation	375
Limitation on Liability; Indemnification	375
Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA	377
Dispute Resolution Provisions	378

9 

Certificateholder’s Rights When a Repurchase Request is Initially Delivered by a Certificateholder	378
Repurchase Request Delivered by a Party to the PSA	378
Resolution of a Repurchase Request	379
Mediation and Arbitration Provisions	381
Servicing of the Non-Serviced Mortgage Loans	382
Servicing of the Grand Canal Shoppes Whole Loan	385
Rating Agency Confirmations	386
Evidence as to Compliance	388
Limitation on Rights of Certificateholders to Institute a Proceeding	389
Termination; Retirement of Certificates	389
Amendment	390
Resignation and Removal of the Trustee and the Certificate Administrator	392
Governing Law; Waiver of Jury Trial; and Consent to Jurisdiction	394
Certain Legal Aspects of Mortgage Loans	394
General	396
Types of Mortgage Instruments	396
Leases and Rents	396
Personalty	397
Foreclosure	397
General	397
Foreclosure Procedures Vary from State to State	397
Judicial Foreclosure	397
Equitable and Other Limitations on Enforceability of Certain Provisions	397
Nonjudicial Foreclosure/Power of Sale	398
Public Sale	398
Rights of Redemption	399
Anti-Deficiency Legislation	400
Leasehold Considerations	400
Cooperative Shares	400
Bankruptcy Laws	401
Environmental Considerations	406
General	406
Superlien Laws	406
CERCLA	406
Certain Other Federal and State Laws	407
Additional Considerations	407
Due-on-Sale and Due-on-Encumbrance Provisions	408
Subordinate Financing	408
Default Interest and Limitations on Prepayments	408

Applicability of Usury Laws	408
Americans with Disabilities Act	409
Servicemembers Civil Relief Act	409
Anti-Money Laundering, Economic Sanctions and Bribery	409
Potential Forfeiture of Assets	410
Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties	410
Pending Legal Proceedings Involving Transaction Parties	412
Use of Proceeds	412
Yield, Prepayment and Maturity Considerations	412
Yield Considerations	412
General	412
Rate and Timing of Principal Payments	413
Losses and Shortfalls	414
Certain Relevant Factors Affecting Loan Payments and Defaults	414
Delay in Payment of Distributions	415
Yield on the Certificates with Notional Amounts	415
Weighted Average Life	416
Pre-Tax Yield to Maturity Tables	421
Material Federal Income Tax Considerations	425
General	425
Qualification as a REMIC	426
Status of Offered Certificates	428
Taxation of Regular Interests	428
General	428
Original Issue Discount	428
Acquisition Premium	430
Market Discount	430
Premium	431
Election To Treat All Interest Under the Constant Yield Method	432
Treatment of Losses	432
Yield Maintenance Charge and Prepayment Premiums	433
Sale or Exchange of Regular Interests	433
Taxes That May Be Imposed on a REMIC	434
Prohibited Transactions	434
Contributions to a REMIC After the Startup Day	434
Net Income from Foreclosure Property	434
Bipartisan Budget Act of 2015	434
Taxation of Certain Foreign Investors	435
FATCA	436

10 

Backup Withholding	436
Information Reporting	436
3.8% Medicare Tax on “Net Investment Income”	437
Reporting Requirements	437
Certain State and Local and Foreign Tax Considerations	437
Method of Distribution (Conflicts of Interest)	438
Incorporation of Certain Information by Reference	439
Where You Can Find More Information	440

Financial Information	440
Certain ERISA Considerations	440
General	440
Plan Asset Regulations	441
Administrative Exemptions	441
Insurance Company General Accounts	443
Legal Investment	444
Legal Matters	445
Ratings	445
Index of Defined Terms	448

ANNEX A-1 CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

ANNEX A-2 MORTGAGE POOL INFORMATION

ANNEX A-3 DESCRIPTION OF THE TOP 15 MORTGAGE LOANS

ANNEX B FORM OF DISTRIBUTION DATE STATEMENT

ANNEX C FORM OF OPERATING ADVISOR ANNUAL REPORT

ANNEX D-1 GOLDMAN SACHS MORTGAGE COMPANY AND STARWOOD MORTGAGE CAPITAL LLC REPRESENTATIONS AND WARRANTIES

ANNEX D-2 EXCEPTIONS TO GOLDMAN SACHS MORTGAGE COMPANY REPRESENTATIONS AND WARRANTIES

ANNEX D-3 EXCEPTIONS TO STARWOOD MORTGAGE CAPITAL LLC REPRESENTATIONS AND WARRANTIES

ANNEX E-1 ARGENTIC REAL ESTATE FINANCE LLC REPRESENTATIONS AND WARRANTIES

ANNEX E-2 EXCEPTIONS TO ARGENTIC REAL ESTATE FINANCE LLC REPRESENTATIONS AND WARRANTIES

ANNEX F CLASS A-AB SCHEDULED PRINCIPAL BALANCE SCHEDULE

11 

Important Notice Regarding the Offered Certificates

WE HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, WITH RESPECT TO THE CERTIFICATES OFFERED IN THIS PROSPECTUS. HOWEVER, THIS PROSPECTUS DOES NOT CONTAIN ALL OF THE INFORMATION CONTAINED IN OUR REGISTRATION STATEMENT. FOR FURTHER INFORMATION REGARDING THE DOCUMENTS REFERRED TO IN THIS PROSPECTUS, YOU SHOULD REFER TO OUR REGISTRATION STATEMENT AND THE EXHIBITS TO IT. OUR REGISTRATION STATEMENT AND THE EXHIBITS TO IT CAN BE INSPECTED AND COPIED AT PRESCRIBED RATES AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC AT ITS PUBLIC REFERENCE ROOM, 100 F STREET, N.E., WASHINGTON, D.C. 20549. YOU MAY OBTAIN INFORMATION ON THE OPERATION OF THE PUBLIC REFERENCE ROOM BY CALLING THE SEC AT 1-800-SEC-0330. COPIES OF THESE MATERIALS CAN ALSO BE OBTAINED ELECTRONICALLY THROUGH THE SEC’S INTERNET WEBSITE (HTTP://WWW.SEC.GOV).

THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY STATE OR OTHER JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE IS NOT PERMITTED.

THE INFORMATION IN THIS PROSPECTUS IS PRELIMINARY AND MAY BE SUPPLEMENTED OR AMENDED PRIOR TO THE TIME OF SALE.

IN ADDITION, THE OFFERED CERTIFICATES REFERRED TO IN THIS PROSPECTUS, AND THE ASSET POOL BACKING THEM, ARE SUBJECT TO MODIFICATION OR REVISION (INCLUDING THE POSSIBILITY THAT ONE OR MORE CLASSES OF OFFERED CERTIFICATES MAY BE SPLIT, COMBINED OR ELIMINATED) AT ANY TIME PRIOR TO ISSUANCE, AND ARE OFFERED ON A “WHEN, AS AND IF ISSUED” BASIS.

THE UNDERWRITERS DESCRIBED IN THESE MATERIALS MAY FROM TIME TO TIME PERFORM INVESTMENT BANKING SERVICES FOR, OR SOLICIT INVESTMENT BANKING BUSINESS FROM, ANY COMPANY NAMED IN THESE MATERIALS. THE UNDERWRITERS AND/OR THEIR RESPECTIVE EMPLOYEES MAY FROM TIME TO TIME HAVE A LONG OR SHORT POSITION IN ANY CONTRACT OR CERTIFICATE DISCUSSED IN THESE MATERIALS.

THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPERSEDES ANY PREVIOUS SUCH INFORMATION DELIVERED TO ANY PROSPECTIVE INVESTOR AND MAY BE SUPERSEDED BY INFORMATION DELIVERED TO SUCH PROSPECTIVE INVESTOR PRIOR TO THE TIME OF SALE.

THE OFFERED CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE OFFERED CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

THERE IS CURRENTLY NO SECONDARY MARKET FOR THE OFFERED CERTIFICATES. WE CANNOT ASSURE YOU THAT A SECONDARY MARKET WILL DEVELOP OR, IF A SECONDARY MARKET DOES DEVELOP, THAT IT WILL PROVIDE HOLDERS OF THE OFFERED CERTIFICATES WITH LIQUIDITY OF INVESTMENT OR THAT IT WILL CONTINUE FOR THE TERM OF THE OFFERED CERTIFICATES. THE UNDERWRITERS CURRENTLY INTEND TO MAKE A MARKET IN THE OFFERED CERTIFICATES BUT ARE UNDER NO OBLIGATION TO DO SO. ACCORDINGLY, PURCHASERS MUST BE PREPARED TO BEAR THE RISKS OF THEIR INVESTMENTS FOR AN INDEFINITE PERIOD. SEE “RISK FACTORS—OTHER RISKS RELATING TO THE CERTIFICATES— THE CERTIFICATES MAY HAVE LIMITED LIQUIDITY AND THE MARKET VALUE OF THE CERTIFICATES MAY DECLINE” IN THIS PROSPECTUS.

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Important Notice About Information Presented in This Prospectus

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus.

This prospectus begins with several introductory sections describing the offered certificates and the issuing entity in abbreviated form:

● Summary of Certificates, commencing on page 3 of this prospectus, which sets forth important statistical information relating to the certificates;

● Summary of Terms, commencing on page 21 of this prospectus, which gives a brief introduction of the key features of the certificates and a description of the mortgage loans; and

● Risk Factors, commencing on page 55 of this prospectus, which describes risks that apply to the certificates.

This prospectus includes cross references to sections in this prospectus where you can find further related discussions. The table of contents in this prospectus identifies the pages where these sections are located.

Certain capitalized terms are defined and used in this prospectus to assist you in understanding the terms of the offered certificates and this offering. The capitalized terms used in this prospectus are defined on the pages indicated under the caption “Index of Defined Terms” commencing on page 448 of this prospectus.

All annexes and schedules attached to this prospectus are a part of this prospectus.

In this prospectus:

● the terms “depositor”, “we”, “us” and “our” refer to GS Mortgage Securities Corporation II.

● references to “lender” or “mortgage lender” with respect to a mortgage loan generally should be construed to mean, from and after the date of initial issuance of the offered certificates, the trustee on behalf of the issuing entity as the holder of record title to the mortgage loans or the master servicer or special servicer, as applicable, with respect to the obligations and rights of the lender as described under “Pooling and Servicing Agreement”.

● unless otherwise specified, (i) references to a mortgaged property (or portfolio of mortgaged properties) by name refer to such mortgaged property (or portfolio of mortgaged properties) so identified on Annex A-1, (ii) references to a mortgage loan by name refer to such mortgage loan secured by the related mortgaged property (or portfolio of mortgaged properties) so identified on Annex A-1, (iii) any parenthetical with a percent next to a mortgaged property name (or portfolio of mortgaged properties name) indicates the approximate percent (or approximate aggregate percent) that the outstanding principal balance of the related mortgage loan (or, if applicable, the allocated loan amount with respect to such mortgaged property) represents of the aggregate outstanding principal balance of the pool of mortgage loans as of the cut-off date for this securitization, and (iv) any parenthetical with a percent next to a mortgage loan name or a group of mortgage loans indicates the approximate percent (or approximate aggregate percent) that the outstanding principal balance of such mortgage loan or the aggregate outstanding principal balance of such group of mortgage loans, as applicable, represents of the aggregate outstanding principal balance of the pool of mortgage loans as of the cut-off date for this securitization.

Until ninety days after the date of this prospectus, all dealers that buy, sell or trade the offered certificates, whether or not participating in this offering, may be required to deliver a prospectus. This is in

13 

addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

This prospectus is not an offer to sell or a solicitation of an offer to buy these securities in any state or other jurisdiction where such offer, solicitation or sale is not permitted.

NOTICE TO RESIDENTS WITHIN EUROPEAN ECONOMIC AREA

THIS PROSPECTUS (AND ANY SUPPLEMENT HERETO) IS NOT A PROSPECTUS FOR THE PURPOSES OF REGULATION 2017/1129/EU (AS AMENDED OR SUPERSEDED) (THE “PROSPECTUS REGULATION”).

THE OFFERED CERTIFICATES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (“EEA”). FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU, AS AMENDED (“MIFID II”); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2016/97/EU, AS AMENDED, (THE “INSURANCE DISTRIBUTION DIRECTIVE”), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS REGULATION (“QUALIFIED INVESTOR”).

CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE OFFERED CERTIFICATES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE OFFERED CERTIFICATES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

THIS PROSPECTUS (AND ANY SUPPLEMENT HERETO) HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF OFFERED CERTIFICATES IN ANY MEMBER STATE OF THE EEA WHICH HAS IMPLEMENTED THE PROSPECTUS REGULATION (EACH, A “RELEVANT MEMBER STATE”) WILL ONLY BE MADE TO A QUALIFIED INVESTOR. ACCORDINGLY ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THAT RELEVANT MEMBER STATE OF OFFERED CERTIFICATES WHICH ARE THE SUBJECT OF AN OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO WITH RESPECT TO QUALIFIED INVESTORS. NONE OF THE DEPOSITOR, THE ISSUING ENTITY OR ANY OF THE UNDERWRITERS HAS AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF OFFERED CERTIFICATES OTHER THAN TO QUALIFIED INVESTORS.

MIFID II PRODUCT GOVERNANCE

ANY DISTRIBUTOR SUBJECT TO MIFID II THAT IS OFFERING, SELLING OR RECOMMENDING THE OFFERED CERTIFICATES IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE OFFERED CERTIFICATES AND DETERMINING ITS OWN DISTRIBUTION CHANNELS FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE RULES UNDER COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 (AS AMENDED, THE “DELEGATED DIRECTIVE“). NEITHER THE ISSUING ENTITY, THE DEPOSITOR NOR ANY UNDERWRITER MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO A DISTRIBUTOR’S COMPLIANCE WITH THE DELEGATED DIRECTIVE.

14 

EUROPEAN ECONOMIC AREA SELLING RESTRICTIONS

EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT:

IT HAS NOT OFFERED, SOLD OR OTHERWISE MADE AVAILABLE AND WILL NOT OFFER, SELL OR OTHERWISE MAKE AVAILABLE ANY OFFERED CERTIFICATES TO ANY RETAIL INVESTOR IN THE EEA. FOR THE PURPOSES OF THIS PROVISION:

(i)THE EXPRESSION “RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF:

(A)A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR

(B)A CUSTOMER WITHIN THE MEANING OF THE INSURANCE DISTRIBUTION DIRECTIVE, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR

(C)NOT A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUS REGULATION; AND

(ii)THE EXPRESSION “OFFER” INCLUDES THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE OFFERED CERTIFICATES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE THE OFFERED CERTIFICATES.

NONE OF THE ORIGINATORS, THE SPONSORS, THE DEPOSITOR OR THE ISSUING ENTITY INTENDS TO RETAIN A MATERIAL ECONOMIC INTEREST IN THE SECURITIZATION CONSTITUTED BY THE ISSUE OF THE CERTIFICATES IN ACCORDANCE WITH ANY EU RISK RETENTION AND DUE DILIGENCE REQUIREMENTS, PROVIDE INFORMATION ALLOWING A PROSPECTIVE INVESTOR TO COMPLY WITH ITS DUE DILIGENCE OBLIGATIONS, OR TAKE ANY OTHER ACTION WHICH MAY BE REQUIRED BY A PROSPECTIVE INVESTOR FOR THE PURPOSES OF ITS COMPLIANCE WITH THE EU RISK RETENTION AND DUE DILIGENCE REQUIREMENTS. SEE “RISK FACTORS—LEGAL AND REGULATORY PROVISIONS AFFECTING INVESTORS COULD ADVERSELY AFFECT THE LIQUIDITY OF THE OFFERED CERTIFICATES”.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

THE ISSUING ENTITY MAY CONSTITUTE A “COLLECTIVE INVESTMENT SCHEME” AS DEFINED BY SECTION 235 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED, “FSMA”) THAT IS NOT A “RECOGNIZED COLLECTIVE INVESTMENT SCHEME” FOR THE PURPOSES OF THE FSMA AND THAT HAS NOT BEEN AUTHORIZED, REGULATED OR OTHERWISE RECOGNIZED OR APPROVED. AS AN UNREGULATED SCHEME, THE OFFERED CERTIFICATES CANNOT BE MARKETED IN THE UNITED KINGDOM TO THE GENERAL PUBLIC, EXCEPT IN ACCORDANCE WITH THE FSMA.

THE DISTRIBUTION OF THIS PROSPECTUS (A) IF MADE BY A PERSON WHO IS NOT AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE “FINANCIAL PROMOTION ORDER”), (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES”, “UNINCORPORATED ASSOCIATIONS”, ETC.) OF THE FINANCIAL PROMOTION ORDER, OR (IV) ARE PERSONS TO WHICH THIS PROSPECTUS MAY OTHERWISE LAWFULLY BE COMMUNICATED OR DIRECTED (ALL SUCH PERSONS TOGETHER

15 

BEING REFERRED TO AS “FPO PERSONS” ); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE OF PARTICIPATING IN UNREGULATED SCHEMES (AS DEFINED FOR PURPOSES OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001 (AS AMENDED, THE “PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER”) AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 14(5) OF THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER, OR (III) ARE PERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER, OR (IV) PERSONS TO WHOM THE ISSUING ENTITY MAY LAWFULLY BE PROMOTED IN ACCORDANCE WITH CHAPTER 4.12 OF THE UK FINANCIAL CONDUCT AUTHORITY’S CONDUCT OF BUSINESS SOURCEBOOK (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “PCIS PERSONS” AND, TOGETHER WITH THE FPO PERSONS, THE “RELEVANT PERSONS”).

THIS PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS RELATES, INCLUDING THE OFFERED CERTIFICATES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

POTENTIAL INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST, OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT APPLY TO AN INVESTMENT IN THE OFFERED CERTIFICATES AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME.

UNITED KINGDOM SELLING RESTRICTIONS

EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT:

(A) IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FSMA) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF THE OFFERED CERTIFICATES IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE ISSUING ENTITY OR THE DEPOSITOR; AND

(B) IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE OFFERED CERTIFICATES IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM.

PEOPLE’S REPUBLIC OF CHINA

THE OFFERED CERTIFICATES WILL NOT BE OFFERED OR SOLD IN THE PEOPLE’S REPUBLIC OF CHINA (EXCLUDING HONG KONG, MACAU AND TAIWAN, THE “PRC”) AS PART OF THE INITIAL DISTRIBUTION OF THE OFFERED CERTIFICATES BUT MAY BE AVAILABLE FOR PURCHASE BY INVESTORS RESIDENT IN THE PRC FROM OUTSIDE THE PRC.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE PRC TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE THE OFFER OR SOLICITATION IN THE PRC.

THE DEPOSITOR DOES NOT REPRESENT THAT THIS PROSPECTUS MAY BE LAWFULLY DISTRIBUTED, OR THAT ANY OFFERED CERTIFICATES MAY BE LAWFULLY OFFERED, IN COMPLIANCE WITH ANY APPLICABLE REGISTRATION OR OTHER REQUIREMENTS IN THE PRC, OR PURSUANT TO AN EXEMPTION AVAILABLE THEREUNDER, OR ASSUME ANY RESPONSIBILITY FOR FACILITATING ANY SUCH DISTRIBUTION OR OFFERING. IN PARTICULAR, NO ACTION HAS

16 

BEEN TAKEN BY THE DEPOSITOR WHICH WOULD PERMIT AN OFFERING OF ANY OFFERED CERTIFICATES OR THE DISTRIBUTION OF THIS PROSPECTUS IN THE PRC.

ACCORDINGLY, THE OFFERED CERTIFICATES ARE NOT BEING OFFERED OR SOLD WITHIN THE PRC BY MEANS OF THIS PROSPECTUS OR ANY OTHER DOCUMENT. NEITHER THIS PROSPECTUS NOR ANY ADVERTISEMENT OR OTHER OFFERING MATERIAL MAY BE DISTRIBUTED OR PUBLISHED IN THE PRC, EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS.

HONG KONG

NO PERSON HAS ISSUED OR DISTRIBUTED OR HAD IN ITS POSSESSION FOR THE PURPOSES OF ISSUE OR DISTRIBUTION, OR WILL ISSUE OR DISTRIBUTE OR HAVE IN ITS POSSESSION FOR THE PURPOSES OF ISSUE OR DISTRIBUTION, WHETHER IN HONG KONG OR ELSEWHERE, ANY ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE OFFERED CERTIFICATES, WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC OF HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO OFFERED CERTIFICATES WHICH ARE OR ARE INTENDED TO BE DISPOSED OF (A) ONLY TO PERSONS OUTSIDE HONG KONG OR (B) ONLY TO “PROFESSIONAL INVESTORS” WITHIN THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG) (THE “SFO”) AND ANY RULES OR REGULATIONS MADE UNDER THE SFO.

THE OFFERED CERTIFICATES (IF THEY ARE NOT A “STRUCTURED PRODUCT” AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG) HAVE NOT BEEN OFFERED OR SOLD AND WILL NOT BE OFFERED OR SOLD, BY MEANS OF ANY DOCUMENT, OTHER THAN (A) TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SFO AND ANY RULES OR REGULATIONS MADE UNDER THE SFO, OR (B) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT CONSTITUTING A “PROSPECTUS” AS DEFINED IN THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CAP. 32 OF THE LAWS OF HONG KONG) OR WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ORDINANCE (CAP. 622 OF THE LAWS OF HONG KONG). FURTHER, THE CONTENTS OF THIS PROSPECTUS HAVE NOT BEEN REVIEWED OR APPROVED BY THE SECURITIES AND FUTURES COMMISSION OF HONG KONG OR ANY OTHER REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFERING CONTEMPLATED IN THIS PROSPECTUS.

W A R N I N G

IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS PROSPECTUS, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

SINGAPORE

NEITHER THIS PROSPECTUS NOR ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH ANY OFFER OF THE OFFERED CERTIFICATES HAS BEEN OR WILL BE LODGED OR REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE (“MAS”) UNDER THE SECURITIES AND FUTURES ACT (CAP. 289) OF SINGAPORE (THE “SFA”). ACCORDINGLY, MAS ASSUMES NO RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT A PROSPECTUS AS DEFINED IN THE SFA AND STATUTORY LIABILITY UNDER THE SFA IN RELATION TO THE CONTENTS OF PROSPECTUSES WOULD NOT APPLY. PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY WHETHER THE INVESTMENT IS SUITABLE FOR IT.

THIS PROSPECTUS AND ANY OTHER DOCUMENTS OR MATERIALS IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE OFFERED

17 

CERTIFICATES MAY NOT BE DIRECTLY OR INDIRECTLY ISSUED, CIRCULATED OR DISTRIBUTED, NOR MAY THE OFFERED CERTIFICATES BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL INVESTOR (AS DEFINED IN SECTION 4A(1)(C) OF THE SFA (“INSTITUTIONAL INVESTOR”)) PURSUANT TO SECTION 304 OF THE SFA.

UNLESS SUCH OFFERED CERTIFICATES ARE OF THE SAME CLASS AS OTHER OFFERED CERTIFICATES OF THE ISSUING ENTITY THAT ARE LISTED FOR QUOTATION ON AN APPROVED EXCHANGE (AS DEFINED IN SECTION 2(1) OF THE SFA) (“APPROVED EXCHANGE”) AND IN RESPECT OF WHICH ANY OFFER, INFORMATION, STATEMENT, INTRODUCTORY DOCUMENT, SHAREHOLDERS’ CIRCULAR FOR A REVERSE TAKE-OVER DOCUMENT ISSUED FOR THE PURPOSES OF A TRUST SCHEME OR ANY OTHER SIMILAR DOCUMENT APPROVED BY AN APPROVED EXCHANGE WAS ISSUED IN CONNECTION WITH AN OFFER OR THE LISTING FOR QUOTATION OF THOSE OFFERED CERTIFICATES, ANY SUBSEQUENT OFFERS IN SINGAPORE OF OFFERED CERTIFICATES ACQUIRED PURSUANT TO AN INITIAL OFFER MADE HEREUNDER MAY ONLY BE MADE, PURSUANT TO THE REQUIREMENTS OF SECTION 304A, TO PERSONS WHO ARE INSTITUTIONAL INVESTORS.

AS THE OFFERED CERTIFICATES ARE ONLY OFFERED TO PERSONS IN SINGAPORE WHO QUALIFY AS AN INSTITUTIONAL INVESTOR, THE ISSUING ENTITY IS NOT REQUIRED TO DETERMINE THE CLASSIFICATION OF THE OFFERED CERTIFICATES PURSUANT TO SECTION 309B OF THE SFA.

NOTHING SET OUT IN THIS NOTICE SHALL BE CONSTRUED AS LEGAL ADVICE AND EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN LEGAL COUNSEL. THIS NOTICE IS FURTHER SUBJECT TO THE PROVISIONS OF THE SFA AND ITS REGULATIONS AS THE SAME MAY BE AMENDED OR CONSOLIDATED FROM TIME TO TIME AND DOES NOT PURPORT TO BE EXHAUSTIVE IN ANY RESPECT.

THE REPUBLIC OF KOREA

THIS PROSPECTUS IS NOT, AND UNDER NO CIRCUMSTANCES IS THIS PROSPECTUS TO BE CONSTRUED AS, A PUBLIC OFFERING OF SECURITIES IN KOREA. NEITHER THE ISSUER NOR ANY OF ITS AGENTS MAKE ANY REPRESENTATION WITH RESPECT TO THE ELIGIBILITY OF ANY RECIPIENTS OF THIS PROSPECTUS TO ACQUIRE THE OFFERED CERTIFICATES UNDER THE LAWS OF KOREA, INCLUDING, BUT WITHOUT LIMITATION, THE FOREIGN EXCHANGE TRANSACTION LAW AND REGULATIONS THEREUNDER (THE “FETL”). THE OFFERED CERTIFICATES HAVE NOT BEEN REGISTERED WITH THE FINANCIAL SERVICES COMMISSION OF KOREA FOR PUBLIC OFFERING IN KOREA, AND NONE OF THE OFFERED CERTIFICATES MAY BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, OR OFFERED OR SOLD TO ANY PERSON FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY IN KOREA OR TO ANY RESIDENT OF KOREA EXCEPT PURSUANT TO THE FINANCIAL INVESTMENT SERVICES AND CAPITAL MARKETS ACT AND THE DECREES AND REGULATIONS THEREUNDER (THE “FSCMA”), THE FETL AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND MINISTERIAL GUIDELINES IN KOREA. WITHOUT PREJUDICE TO THE FOREGOING, THE NUMBER OF OFFERED CERTIFICATES OFFERED IN KOREA OR TO A RESIDENT OF KOREA SHALL BE LESS THAN FIFTY AND FOR A PERIOD OF ONE YEAR FROM THE ISSUE DATE OF THE OFFERED CERTIFICATES, NONE OF THE OFFERED CERTIFICATES MAY BE DIVIDED RESULTING IN AN INCREASED NUMBER OF OFFERED CERTIFICATES. FURTHERMORE, THE OFFERED CERTIFICATES MAY NOT BE RESOLD TO KOREAN RESIDENTS UNLESS THE PURCHASER OF THE OFFERED CERTIFICATES COMPLIES WITH ALL APPLICABLE REGULATORY REQUIREMENTS (INCLUDING, BUT NOT LIMITED TO, GOVERNMENT REPORTING APPROVAL REQUIREMENTS UNDER THE FETL AND ITS SUBORDINATE DECREES AND REGULATIONS) IN CONNECTION WITH THE PURCHASE OF THE OFFERED CERTIFICATES.

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JAPAN

THE OFFERED CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN, AS AMENDED (THE “FIEL”), AND DISCLOSURE UNDER THE FIEL HAS NOT BEEN AND WILL NOT BE MADE WITH RESPECT TO THE OFFERED CERTIFICATES. ACCORDINGLY, EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT IT HAS NOT, DIRECTLY OR INDIRECTLY, OFFERED OR SOLD AND WILL NOT, DIRECTLY OR INDIRECTLY, OFFER OR SELL ANY OFFERED CERTIFICATES IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS USED IN THIS PROSPECTUS MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR REOFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE FIEL AND OTHER RELEVANT LAWS, REGULATIONS AND MINISTERIAL GUIDELINES OF JAPAN.

JAPANESE RETENTION REQUIREMENT

THE JAPANESE FINANCIAL SERVICES AGENCY (“JFSA”) PUBLISHED A RISK RETENTION RULE AS PART OF THE REGULATORY CAPITAL REGULATION OF CERTAIN CATEGORIES OF JAPANESE INVESTORS SEEKING TO INVEST IN SECURITIZATION TRANSACTIONS (THE “JRR RULE”). THE JRR RULE MANDATES AN “INDIRECT” COMPLIANCE REQUIREMENT, MEANING THAT CERTAIN CATEGORIES OF JAPANESE INVESTORS WILL BE REQUIRED TO APPLY HIGHER RISK WEIGHTING TO SECURITIZATION EXPOSURES THEY HOLD UNLESS THE RELEVANT ORIGINATOR COMMITS TO HOLD A RETENTION INTEREST IN THE SECURITIES ISSUED IN THE SECURITIZATION TRANSACTION EQUAL TO AT LEAST 5% OF THE EXPOSURE OF THE TOTAL UNDERLYING ASSETS IN THE SECURITIZATION TRANSACTION (THE “JAPANESE RETENTION REQUIREMENT”), OR SUCH INVESTORS DETERMINE THAT THE UNDERLYING ASSETS WERE NOT “INAPPROPRIATELY ORIGINATED.” IN THE ABSENCE OF SUCH A DETERMINATION BY SUCH INVESTORS THAT SUCH UNDERLYING ASSETS WERE NOT “INAPPROPRIATELY ORIGINATED,” THE JAPANESE RETENTION REQUIREMENT WOULD APPLY TO AN INVESTMENT BY SUCH INVESTORS IN SUCH SECURITIES.

NO PARTY TO THE TRANSACTION DESCRIBED IN THIS PROSPECTUS HAS COMMITTED TO HOLD A RISK RETENTION INTEREST IN COMPLIANCE WITH THE JAPANESE RETENTION REQUIREMENT, AND WE MAKE NO REPRESENTATION AS TO WHETHER THE TRANSACTION DESCRIBED IN THIS PROSPECTUS WOULD OTHERWISE COMPLY WITH THE JRR RULE.

NOTICE TO RESIDENTS OF CANADA

THE OFFERED CERTIFICATES MAY BE SOLD IN CANADA ONLY TO PURCHASERS PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE OFFERED CERTIFICATES MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES LAWS.

SECURITIES LEGISLATION IN CERTAIN PROVINCES OR TERRITORIES OF CANADA MAY PROVIDE A PURCHASER WITH REMEDIES FOR RESCISSION OR DAMAGES IF THIS PROSPECTUS (INCLUDING ANY AMENDMENT THERETO) CONTAINS A MISREPRESENTATION, PROVIDED THAT THE REMEDIES FOR RESCISSION OR DAMAGES ARE EXERCISED BY THE PURCHASER WITHIN THE TIME LIMIT PRESCRIBED BY THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY. THE PURCHASER SHOULD REFER TO ANY APPLICABLE PROVISIONS

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OF THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY FOR PARTICULARS OF THESE RIGHTS OR CONSULT WITH A LEGAL ADVISOR.

PURSUANT TO SECTION 3A.3 OF NATIONAL INSTRUMENT 33-105 UNDERWRITING CONFLICTS (“NI 33-105”), THE UNDERWRITERS ARE NOT REQUIRED TO COMPLY WITH THE DISCLOSURE REQUIREMENTS OF NI 33-105 REGARDING UNDERWRITER CONFLICTS OF INTEREST IN CONNECTION WITH THIS OFFERING.

MEXICO

THIS PROSPECTUS HAS NOT BEEN REVIEWED NOR APPROVED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR THE “CNBV”). THIS OFFERING DOES NOT CONSTITUTE A PUBLIC OFFERING IN MEXICO AND THIS PROSPECTUS MAY NOT BE PUBLICLY DISTRIBUTED IN MEXICO.

THE OFFERED CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE MEXICAN NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES, OR “RNV”) MAINTAINED BY THE CNBV, AND MAY NOT BE OFFERED PUBLICLY IN MEXICO EXCEPT TO MEXICAN INSTITUTIONAL AND QUALIFIED INVESTORS PURSUANT TO THE PRIVATE PLACEMENT EXCEPTIONS SET FORTH IN THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). THIS PROSPECTUS DOES NOT CONSTITUTE OR IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE OFFERED CERTIFICATES, OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH HEREIN. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS EXCLUSIVELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV. THE ACQUISITION OF THE OFFERED CERTIFICATES BY AN INVESTOR WHO IS A RESIDENT OF MEXICO WILL BE MADE UNDER SUCH INVESTOR’S OWN RESPONSIBILITY.

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Summary of Terms

This summary highlights selected information from this prospectus. It does not contain all of the information you need to consider in making your investment decision. To understand all of the terms of the offering of the offered certificates, read this entire document carefully.

Relevant Parties

Depositor GS Mortgage Securities Corporation II, a Delaware corporation. The depositor’s address is 200 West Street, New York, New York 10282 and its telephone number is (212) 902-1000. See “Transaction Parties—The Depositor”.

Issuing Entity GS Mortgage Securities Trust 2019-GSA1, a New York common law trust, to be established on the closing date under the pooling and servicing agreement. For more detailed information, see “Transaction Parties—The Issuing Entity”.

Sponsors The sponsors of this transaction are:

Goldman Sachs Mortgage Company, a New York limited partnership;

Argentic Real Estate Finance LLC, a Delaware limited liability company; and

Starwood Mortgage Capital LLC, a Delaware limited liability company.

The sponsors are sometimes also referred to in this prospectus as the “mortgage loan sellers”.

Goldman Sachs Mortgage Company is also an affiliate of each of the depositor and Goldman Sachs & Co. LLC, one of the underwriters and an initial purchaser of the non-offered certificates. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers”.

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The sponsors originated, co-originated or acquired and will transfer to the depositor the mortgage loans set forth in the following chart:

Sellers of the Mortgage Loans

Sponsor(1)	Number of Mortgage Loans	Aggregate Principal Balance of Mortgage Loans	Approx. % of Initial Pool Balance
Argentic Real Estate Finance LLC(2)	26	$501,439,211	58.0	%
Goldman Sachs Mortgage Company(3)	9	213,258,279	24.7
Starwood Mortgage Capital LLC	14	149,538,470	17.3
Total	49	$864,235,961	100.0	%

(1) Each mortgage loan was originated by its respective mortgage loan seller or its affiliate, except those certain mortgage loans that are part of larger whole loan structures that were co-originated by the applicable mortgage loan seller with one or more other lenders. See “Description of the Mortgage Pool—Co-Originated or Third-Party Originated Mortgage Loans”.

(2) The New Jersey Center of Excellence mortgage loan (4.2%) is part of a whole loan that was co-originated by Argentic Real Estate Finance LLC and Citi Real Estate Funding Inc. Such mortgage loan was underwritten pursuant to Argentic Real Estate Finance LLC’s underwriting guidelines.

(3) All of the mortgage loans (24.7%) being sold by Goldman Sachs Mortgage Company were originated or co-originated by an affiliate thereof, Goldman Sachs Bank USA, and will be transferred to Goldman Sachs Mortgage Company on or prior to the closing date. The Grand Canal Shoppes mortgage loan (2.9%), is part of a whole loan that was co-originated by Goldman Sachs Bank USA, Morgan Stanley Bank, National Association, Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association. Such mortgage loan was underwritten pursuant to Goldman Sachs Mortgage Company’s underwriting guidelines.

See “Transaction Parties—The Sponsors and Mortgage Loan Sellers”.

Master Servicer Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, is expected to act as the master servicer. The master servicer will be responsible for the master servicing and administration of the mortgage loans and any related companion loans pursuant to the pooling and servicing agreement (other than any mortgage loan and companion loan identified in the table titled “Non-Serviced Whole Loans” under “The Mortgage Pool—Whole Loans” below that is part of a whole loan and serviced under the servicing agreement indicated in that table). The principal servicing office of the master servicer is located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210, and its telephone number is (913) 253-9000. See “Transaction Parties—The Master Servicer and Excluded Special Servicer” and “Pooling and Servicing Agreement.”

Prior to the applicable servicing shift securitization date, the related servicing shift whole loan will be serviced by the master servicer under the pooling and servicing agreement. From and after the related servicing shift securitization date, the related servicing shift whole loan will be serviced under, and by the

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master servicer designated in, the related servicing shift pooling and servicing agreement. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans”, “—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

The master servicer of each non-serviced mortgage loan is set forth in the table titled “Non-Serviced Whole Loans” under “The Mortgage Pool—Whole Loans” below. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans.”

Special Servicer LNR Partners, LLC, a Florida limited liability company, will act as initial special servicer with respect to the mortgage loans (other than any excluded special servicer loan) and any related companion loans other than with respect to any non-serviced whole loans set forth in the table titled “Non-Serviced Whole Loans” under “—The Mortgage Pool—Whole Loans” below. LNR Partners, LLC, in its capacity as special servicer, will be primarily responsible for (i) making decisions and performing certain servicing functions with respect to the mortgage loans and related companion loans as to which a special servicing transfer event (such as a default or an imminent default) has occurred and (ii) generally, reviewing, evaluating, processing and providing or withholding consent as to certain major decisions and all special servicer non-major decisions relating to such mortgage loans and any related companion loan for which a special servicing transfer event has not occurred, in each case pursuant to the pooling and servicing agreement for this transaction. The principal servicing offices of LNR Partners, LLC are located at 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139. See “Transaction Parties—The Special Servicer” and “Pooling and Servicing Agreement”.

Prior to the applicable servicing shift securitization date, the related servicing shift whole loan, if necessary, will be specially serviced by the special servicer under the pooling and servicing agreement. From and after the related servicing shift securitization date, the related servicing shift whole loan will be specially serviced, if necessary, under, and by the special servicer designated in, the related servicing shift pooling and servicing agreement. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans”, “—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

If the special servicer obtains knowledge that it is a borrower party with respect to any mortgage loan (other than a non-serviced mortgage loan) or serviced whole loan (such mortgage loan or serviced whole loan, referred to in this prospectus as an “excluded special servicer loan”), the special servicer will be required to resign as special servicer of that excluded special servicer loan and will be replaced as discussed under “Pooling and Servicing Agreement—Replacement of the Special Servicer Without Cause”.

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LNR Partners is expected to be appointed as the special servicer by Argentic Securities Holdings Cayman Limited, or its affiliate, which is expected to purchase the Class F-RR, Class G-RR and Class H-RR certificates and, on the closing date, is expected to appoint Argentic Securities Income USA LLC, its affiliate, to be the initial directing holder (other than with respect to any non-serviced mortgage loan, the servicing shift mortgage loans and any applicable excluded loan). See “Pooling and Servicing Agreement—The Directing Holder” and “Credit Risk Retention”.

References herein to the “special servicer” will mean individually or collectively, as the context may require, LNR Partners, LLC, as special servicer with respect to all mortgage loans other than the CubeSmart North Bergen mortgage loan, for so long as such mortgage loan is an excluded special servicer loan, and/or Midland Loan Services, a Division of PNC Bank, National Association, as excluded special servicer with respect to the CubeSmart North Bergen mortgage loan (and, if appointed, may act as the excluded special servicer for other mortgage loans that are excluded special servicer loans in the future), for so long as such mortgage loan is an excluded special servicer loan.

The special servicer of each non-serviced mortgage loan is set forth in the table titled “Non-Serviced Whole Loans” under “The Mortgage Pool—Whole Loans” below. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Trustee Wells Fargo Bank, National Association, a national banking association, will act as trustee. The corporate trust office of the trustee is located at 9062 Old Annapolis Road, Columbia, Maryland 21045. Following the transfer of the mortgage loans to the issuing entity, the trustee, on behalf of the issuing entity, will become the mortgagee of record for each mortgage loan (other than any non-serviced mortgage loan) and any related companion loans. See “Transaction Parties—The Trustee and Certificate Administrator” and “Pooling and Servicing Agreement”.

The initial mortgagee of record with respect to the servicing shift mortgage loans will be the trustee under the pooling and servicing agreement. From and after the related servicing shift securitization date, the mortgagee of record with respect to the related servicing shift mortgage loan will be the trustee designated in the related servicing shift pooling and servicing agreement.

With respect to each non-serviced mortgage loan, the entity set forth in the table titled “Non-Serviced Whole Loans” under “The Mortgage Pool—Whole Loans” below, in its capacity as trustee under the pooling and servicing agreement for the indicated transaction, is the mortgagee of record for that non-serviced mortgage loan and any related companion loan. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Certificate Administrator Wells Fargo Bank, National Association, a national banking association, will act as certificate administrator. The certificate administrator will also be required to act as custodian, certificate registrar, REMIC administrator, 17g-5 information provider and

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authenticating agent. The office of the certificate administrator is located at 9062 Old Annapolis Road, Columbia, Maryland 21045, and for certificate transfer services, at 600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479. See “Transaction Parties—The Trustee and Certificate Administrator” and “Pooling and Servicing Agreement”.

The custodian with respect to the servicing shift mortgage loans will initially be the certificate administrator, in its capacity as custodian under the pooling and servicing agreement. From and after the related servicing shift securitization date, the custodian of the mortgage file (other than the promissory note evidencing the related servicing shift mortgage loan) will be the custodian under the related servicing shift pooling and servicing agreement. See “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

The custodian with respect to each non-serviced mortgage loan will be the entity set forth in the table titled “Non-Serviced Whole Loans” under “The Mortgage Pool—Whole Loans” below, the custodian under the pooling and servicing agreement for the indicated transaction. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Operating Advisor Park Bridge Lender Services LLC, a New York limited liability company and an indirect wholly-owned subsidiary of Park Bridge Financial LLC, will be the operating advisor. The operating advisor will have certain review and reporting responsibilities with respect to the performance of the special servicer, and in certain circumstances may recommend to the certificateholders that the special servicer be replaced. The operating advisor will generally have no obligations or consultation rights as operating advisor under the pooling and servicing agreement for this transaction with respect to any non-serviced mortgage loan or any related REO property. See “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” and “Pooling and Servicing Agreement—The Operating Advisor”.

Asset Representations Reviewer Park Bridge Lender Services LLC, a New York limited liability company and an indirect wholly-owned subsidiary of Park Bridge Financial LLC, will also be serving as the asset representations reviewer. The asset representations reviewer will be required to review certain delinquent mortgage loans after a specified delinquency threshold has been exceeded and receipt of notification from the certificate administrator that the required percentage of voting rights have voted to direct a review of such delinquent mortgage loans.

See “Transaction Parties—The Operating Advisor and Asset Representations Reviewer” and “Pooling and Servicing Agreement—The Asset Representations Reviewer”.

Directing Holder The directing holder will have certain consent and consultation rights in certain circumstances with respect to the mortgage loans (other than any non-serviced mortgage loan and applicable excluded loan), as further described in this prospectus. The

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directing holder (other than with respect to a servicing shift whole loan) will generally be the controlling class certificateholder (or its representative) selected by a majority of the controlling class certificateholders (by certificate balance, as certified by the certificate registrar from time to time as provided for in the pooling and servicing agreement). An “excluded loan” is a mortgage loan or whole loan with respect to which the directing holder (or, if the directing holder is the controlling class representative, the holder of the majority of the controlling class certificates (by certificate balance)) is a borrower, a mortgagor, a manager of a mortgaged property, the holder of a mezzanine loan that has accelerated the related mezzanine loan or commenced foreclosure or enforcement proceedings against the equity collateral pledged to secure the related mezzanine loan (subject to certain exceptions), or any borrower party affiliate thereof. See “Pooling and Servicing Agreement—The Directing Holder”. However, in certain circumstances there may be no directing holder even if there is a controlling class, and in other circumstances there will be no controlling class.

The controlling class will be the most subordinate class of the Class  F-RR, Class G-RR and Class H-RR certificates then-outstanding that has an aggregate certificate balance, as notionally reduced by any cumulative appraisal reductions allocable to such class, at least equal to 25% of the initial certificate balance of that class; provided, however, that during such time as the Class F certificates would be the controlling class, the holders of such certificates will have the right to irrevocably waive their right to appoint a controlling class representative or to exercise any of the rights of the holder of the majority of the controlling class certificates. No class of certificates, other than as described above, will be eligible to act as the controlling class or appoint a controlling class representative.

It is anticipated that Argentic Securities Holdings Cayman Limited or its affiliate will purchase the Class F-RR, Class G-RR and Class H-RR certificates and, on the closing date, is expected to appoint Argentic Securities Income USA LLC, its affiliate, as the initial directing holder with respect to each mortgage loan (other than any non-serviced mortgage loan and any servicing shift mortgage loan and any applicable excluded loan) and the related serviced companion loans.

With respect to each of the servicing shift whole loans, the holder of the related companion loan identified in the related co-lender agreement as the controlling note will be the directing holder with respect to the related servicing shift whole loan. From and after the date such controlling note is included in a securitization transaction (a “servicing shift securitization date”), the directing holder of each servicing shift whole loan is expected to be the directing holder (or its equivalent) under the related servicing shift pooling and servicing agreement, and will be entitled to certain consent and consultation rights with respect to the related servicing shift whole loan, which are substantially similar to, but not necessarily identical to, those of the controlling class

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representative under the pooling and servicing agreement for this securitization. The controlling class representative of this securitization will only have limited consultation rights with respect to certain servicing matters or mortgage loan modifications affecting the servicing shift mortgage loans. “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “—The Non-Serviced Pari Passu Whole Loans”.

Each entity identified in the table titled “Non-Serviced Whole Loans” under “The Mortgage Pool—Whole Loans” below is the initial directing holder (or the equivalent) under the pooling and servicing agreement for the indicated transaction and will have certain consent and consultation rights with respect to the related non-serviced whole loan, which are substantially similar, but not identical, to those of the controlling class representative under the pooling and servicing agreement for this securitization, subject to similar appraisal mechanics. See “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Risk Retention Consultation Party Once appointed as described under “Pooling and Servicing Agreement— Reports to Certificateholders; Certain Available Information—Certificate Administrator Reports”, the risk retention consultation party will have certain non-binding consultation rights in certain circumstances (i) for so long as no consultation termination event is continuing, with respect to any specially serviced loan (other than any non-serviced mortgage loan, the servicing shift whole loans and any applicable excluded loan), and (ii) during the continuance of a consultation termination event, with respect to any mortgage loan (other than any non-serviced mortgage loan, the servicing shift whole loans and any applicable excluded loan), as further described in this prospectus. There is no initial risk retention consultation party.

With respect to the risk retention consultation party, an “excluded loan” is a mortgage loan or whole loan with respect to which the risk retention consultation party or the person entitled to appoint such risk retention consultation party is a borrower, a mortgagor, a manager of a mortgaged property, the holder of a mezzanine loan that has accelerated the related mezzanine loan or commenced foreclosure or enforcement proceedings against the equity collateral pledged to secure the related mezzanine loan, or any borrower party affiliate thereof.

Certain Affiliations and

Relationships The originators, the sponsors, the underwriters, and the parties to the pooling and servicing agreement have various roles in this transaction as well as certain relationships with parties to this transaction and certain of their affiliates. These roles and other potential relationships may give rise to conflicts of interest as further described in this prospectus under “Risk Factors—Risks Related to Conflicts of Interest” and “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

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Relevant Dates and Periods

Cut-off Date With respect to each mortgage loan and whole loan, the due date in November 2019 for that mortgage loan or whole loan (or, in the case of any mortgage loan or whole loan that has its first due date in December 2019, the date that would have been its due date in November 2019 under the terms of that mortgage loan or whole loan if a monthly payment were scheduled to be due in that month).

Closing Date On or about November 8, 2019.

Distribution Date The fourth (4th) business day following each determination date. The first distribution date will be in December 2019.

Determination Date The sixth (6th) day of each month or, if the sixth (6th) day is not a business day, then the business day immediately following such sixth (6th) day.

Record Date With respect to any distribution date, the last business day of the month preceding the month in which that distribution date occurs.

Interest Accrual Period The interest accrual period for each class of offered certificates for each distribution date will be the calendar month immediately preceding the month in which that distribution date occurs. Interest on the offered certificates will be calculated assuming that each month has 30 days and each year has 360 days.

Collection Period For any mortgage loan to be held by the issuing entity and any distribution date, the period commencing on the day immediately following the due date for such mortgage loan in the month preceding the month in which that distribution date occurs and ending on and including the due date for such mortgage loan in the month in which that distribution date occurs. However, in the event that the last day of a collection period (or applicable grace period) is not a business day, any periodic payments received with respect to the mortgage loans relating to that collection period on the business day immediately following that last day will be deemed to have been received during that collection period and not during any other collection period.

Assumed Final Distribution

Date; Rated Final

Distribution Date The assumed final distribution dates set forth below for each class of offered certificates have been determined on the basis of the assumptions described in “Description of the Certificates—Assumed Final Distribution Date; Rated Final Distribution Date”:

Class A-1	November 2024
Class A-2	October 2026
Class A-3	August 2029 – September 2029(1)
Class A-4	October 2029
Class A-AB	May 2029
Class X-A	October 2029
Class X-B	October 2029
Class A-S	October 2029
Class B	October 2029
Class C	October 2029

(1) The range of Assumed Final Distribution Dates is based on the initial certificate balance of the Class A-3 certificates ranging from $102,466,000 to $240,796,000.

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The rated final distribution date for the offered certificates will be the distribution date in November 2052.

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Transaction Overview

On the closing date, each sponsor will sell its respective mortgage loans to the depositor, which will in turn deposit the mortgage loans into the issuing entity, a common law trust created on the closing date. The issuing entity will be formed by a pooling and servicing agreement to be entered into among the depositor, the master servicer, the special servicer, the certificate administrator, the trustee, the operating advisor and the asset representations reviewer.

The transfers of the mortgage loans from the sponsors to the depositor and from the depositor to the issuing entity in exchange for the offered certificates are illustrated below:

The foregoing illustration does not take into account the sale of any non-offered certificates or the VRR interest.

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Offered Certificates

General We are offering the following classes of commercial mortgage pass-through certificates as part of Series 2019-GSA1:

● Class A-1

● Class A-2

● Class A-3

● Class A-4

● Class A-AB

● Class X-A

● Class X-B

● Class A-S

● Class B

● Class C

The certificates of this Series will consist of the above classes and the following classes that are not being offered by this prospectus: Class D, Class X-D, Class E, Class F-RR, Class G-RR, Class H-RR and Class R certificates (collectively referred to as the “non-offered certificates”).

Certificate Balances and

Notional Amounts Your certificates will have the approximate aggregate initial certificate balance or notional amount set forth below, and further subject to the discussion in footnote (2) below:

Class	Approx. Initial Aggregate Certificate Balance or Notional Amount(1)	Approx. Initial Available Certificate Balance or Notional Amount(1)	Approx. Initial Retained Certificate Balance or Notional Amount(1)(2)
Class A-1	$14,908,000	$14,549,000	$359,000
Class A-2	$26,937,000	$26,289,000	$648,000
Class A-3	$102,466,000 – $240,796,000(3)	$100,000,000 – $235,000,000(3)	$2,466,000 – $5,796,000(3)
Class A-4	$301,782,000 – $440,112,000(3)	$294,519,000 – $429,519,000(3)	$7,263,000 – $10,593,000(3)
Class A-AB(4)	$20,542,000	$20,048,000	$494,000
Class X-A	$679,505,000(5)	$663,151,000(5)	$16,354,000(5)
Class X-B	$76,701,000(5)	$74,855,000(5)	$1,846,000(5)
Class A-S	$74,540,000	$72,746,000	$1,794,000
Class B	$39,971,000	$39,009,000	$962,000
Class C	$36,730,000	$35,846,000	$884,000

⁽¹⁾ Approximate, subject to a permitted variance of plus or minus 5%, including in connection with any variation in the certificate balances and notional amounts of the classes comprising the VRR interest following the calculation of the actual fair value of the certificates (other than the Class R certificates) issued by the issuing entity.

⁽²⁾ On the closing date, Argentic Real Estate Finance LLC (as retaining sponsor) will cause a majority-owned affiliate to purchase from the underwriters offered certificates (of each class thereof) with the initial certificate balances or notional amounts, as applicable, set forth in the table above under “Approx. Initial Retained Certificate Balance or Notional Amount” as described in “Credit Risk Retention”.

⁽³⁾ The exact initial certificate balances of the Class A-3 and Class A-4 certificates are unknown and will be determined based on the final pricing of those classes of certificates. However, the respective initial certificate balances of the Class A-3 and Class A-4 certificates are expected to be within the applicable ranges reflected in the chart above. The initial aggregate certificate balance of the Class A-3 and Class A-4 certificates is expected to be approximately $542,578,000, subject to a variance of plus or minus 5%.

⁽⁴⁾ The Class A-AB certificates have a certain priority with respect to reducing the certificate balance of those certificates to their scheduled principal balance, as described in this prospectus.

⁽⁵⁾ Notional amount. The notional amount of each class of the Class X Certificates is subject to change depending upon the final pricing of the principal balance certificates, as follows: (1) if as a result of such pricing the pass-through rate of any class of principal balance certificates whose certificate balance comprises such notional amount is equal to the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), the certificate balance of such class of principal balance certificates may not be part of, and reduce accordingly, such notional amount of the related Class X certificates (or, if as a result of such pricing the pass-through rate of the related Class X certificates is equal to zero, such Class X certificates may not be

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issued on the closing date), and/or (2) if as a result of such pricing the pass-through rate of any class of principal balance certificates that does not comprise such notional amount of the related Class X certificates is less than the weighted average of the net mortgage rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), such class of principal balance certificates may become a part of, and increase accordingly, such notional amount of the related Class X certificates.

Pass-Through Rates

A. Offered Certificates Your certificates will accrue interest at an annual rate called a pass-through rate. The initial approximate pass-through rate is set forth below for each class of offered certificates:

Class A-1	[__]%(1)
Class A-2	[__]%(1)
Class A-3	[__]%(1)
Class A-4	[__]%(1)
Class A-AB	[__]%(1)
Class X-A	[__]%(2)
Class X-B	[__]%(2)
Class A-S	[__]%(1)
Class B	[__]%(1)
Class C	[__]%(1)

(1) The pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B and Class C certificates for each distribution date will each generally be a per annum rate equal to one of (i) a fixed rate, (ii) the weighted average of the net mortgage interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs, (iii) a rate equal to the lesser of a specified pass-through rate and the rate described in clause (ii), or (iv) the rate described in clause (ii) less a specified percentage.

(2) The pass-through rate of the Class X-A certificates for each distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs, over (b) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class A-S certificates for that distribution date, weighted on the basis of their respective certificate balances immediately prior to that distribution date. The pass-through rate of the Class X-B certificates for any distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs, over (b) the weighted average of the pass-through rates of the Class B and Class C certificates for that distribution date weighted on the basis of their respective certificate balances immediately prior to that distribution date.

B. Interest Rate Calculation

  Convention Interest on the offered certificates at their applicable pass-through rates will be calculated based on a 360-day year consisting of twelve 30-day months, or a “30/360 basis”.

For purposes of calculating the pass-through rates on the Class X-A and Class X-B certificates and any other class of offered certificates that has a pass-through rate limited by, equal to or based on the weighted average net mortgage interest rate (which calculation does not include any companion loan interest rate), the mortgage loan interest rates will not reflect any default interest rate, any loan term modifications agreed to by the special

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servicer or any modifications resulting from a borrower’s bankruptcy or insolvency.

For purposes of calculating the pass-through rates on the offered certificates, the interest rate for each mortgage loan that accrues interest based on the actual number of days in each month and assuming a 360-day year, or an “actual/360 basis”, will be recalculated, if necessary, so that the amount of interest that would accrue at that recalculated rate in the applicable month, calculated on a 30/360 basis, will equal the amount of interest that is required to be paid on that mortgage loan in that month, subject to certain adjustments as described in “Description of the Certificates—Distributions—Pass-Through Rates” and “—Interest Distribution Amount”.

C. Servicing and

 Administration Fees The master servicer and the special servicer are entitled to a servicing fee and a special servicing fee, respectively, from the interest payments on each mortgage loan (other than any non-serviced mortgage loan with respect to the special servicing fee only), any serviced companion loan and any related REO loans and (a) with respect to the servicing fee, if unpaid after final recovery on the related mortgage loan, out of general collections with respect to the other mortgage loans and (b) with respect to the special servicing fees, if the related mortgage loan interest payments (or other collections in respect of the related mortgage loan or mortgaged property) are insufficient, then from general collections on all mortgage loans. The servicing fee for each distribution date, including the master servicing fee and the portion of the servicing fee payable to any primary servicer or subservicer, is calculated on the outstanding principal amount of each mortgage loan (including any non-serviced mortgage loan) and any related serviced companion loans at the servicing fee rate equal to a per annum rate ranging from 0.00375% to 0.05500%.

The principal compensation to be paid to the special servicer in respect of its special servicing activities will be the special servicing fee, the workout fee and the liquidation fee.

The special servicing fee for each distribution date is calculated based on the outstanding principal amount of each mortgage loan (other than any non-serviced mortgage loan) and any related serviced companion loans as to which a special servicing transfer event has occurred (including any related REO loans), on a loan-by-loan basis at the special servicing fee rate equal to the greater of 0.25% per annum and the rate that would result in a special servicing fee of $3,500 for the related month. The special servicer will not be entitled to a special servicing fee with respect to any non-serviced mortgage loan.

The workout fee will generally be payable with respect to each specially serviced loan (other than a non-serviced whole loan) which has become a “corrected loan” (which will occur (i) with respect to a specially serviced loan as to which there has been a payment default, when the borrower has brought the mortgage loan current and thereafter made three consecutive full and timely

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monthly payments, including pursuant to any workout and (ii) with respect to any other specially serviced loan, when the related default is cured or the other circumstances pursuant to which it became a specially serviced loan cease to exist in the commercially reasonable judgment of the special servicer). The workout fee will be payable out of each collection (other than penalty charges) of interest and principal (including scheduled payments, prepayments, balloon payments and payments at maturity) received on the related corrected loan for so long as it remains a corrected mortgage loan, in an amount equal to the lesser of (1) 1.0% of each such collection of interest and principal (or such higher rate as would result in a workout fee equal to $25,000) and (2) such lower rate as would result in a workout fee of $1,000,000.

A liquidation fee will generally be payable with respect to each specially serviced loan and any related REO property as to which the special servicer obtains a full, partial or discounted payoff from the related borrower and, except as otherwise described in this prospectus, with respect to any specially serviced loan or REO property as to which the special servicer receives any liquidation proceeds or insurance and condemnation proceeds. The liquidation fee for each specially serviced loan and any related REO property will be payable from the related payment or proceeds in an amount equal to the lesser of (1) 1.0% of such payment or proceeds and (2) such lower rate as would result in a liquidation fee of $1,000,000; provided, however, that, except as described under “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”, no liquidation fee will be less than $25,000.

Any primary servicing fees or sub-servicing fees with respect to each mortgage loan (other than any non-serviced mortgage loan) and any related serviced companion loans will be paid by the master servicer out of the servicing fee described above.

The master servicer and the special servicer are also entitled to additional fees and amounts, including income on the amounts held in certain accounts and certain permitted investments, liquidation fees and workout fees. See “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”.

The certificate administrator/trustee fee for each distribution date is calculated on the outstanding principal amount of each mortgage loan and REO loan (including any non-serviced mortgage loan) at a per annum rate equal to 0.00839%.

The operating advisor will be entitled to a fee on each distribution date calculated on the outstanding principal amount of each mortgage loan and REO loan (including any non-serviced mortgage loan, but not any companion loan) at a per annum rate equal to 0.00180%. The operating advisor will also be entitled under certain circumstances to a consulting fee.

As compensation for the performance of its routine duties, the asset representations reviewer will be entitled to a fee on each

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distribution date calculated on the outstanding principal amount of each mortgage loan and REO loan (including any non-serviced mortgage loan, but not any companion loan) at a per annum rate equal to 0.00029%. Upon the completion of any asset review with respect to each delinquent loan, the asset representations reviewer will be entitled to a per loan fee in an amount described in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses—Asset Representations Reviewer Compensation”.

Each party to the pooling and servicing agreement will also be entitled to be reimbursed by the issuing entity for costs, expenses and liabilities borne by them in certain circumstances. Fees and expenses payable by the issuing entity to any party to the pooling and servicing agreement are generally payable prior to any distributions to certificateholders.

Additionally, with respect to each distribution date, an amount equal to the product of 0.00050% per annum multiplied by the outstanding principal amount of each mortgage loan and any REO loan will be payable to Commercial Real Estate Finance Council^® as a license fee for use of their names and trademarks, including an investor reporting package. This fee will be payable prior to any distributions to certificateholders.

Payment of the fees and reimbursement of the costs and expenses described above will generally have priority over the distribution of amounts payable to the certificateholders. See “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” and “—Limitation on Liability; Indemnification”.

With respect to each non-serviced mortgage loan set forth in the following table, the related master servicer and/or sub-servicer under the related pooling and servicing agreement governing the servicing of that mortgage loan will be entitled to a primary servicing fee (which includes any subservicing fee) at a rate equal to a per annum rate set forth in the following table, and the related special servicer under the related pooling and servicing agreement will be entitled to a special servicing fee at a rate equal to the per annum rate set forth below. In addition, each party to the related pooling and servicing agreement governing the servicing of the related non-serviced whole loan will be entitled to receive other fees and reimbursements with respect to the related non-serviced mortgage loan in amounts, from sources, and at frequencies, that are similar, but not necessarily identical, to those described above and, in certain cases (for example, with respect to unreimbursed special servicing fees and property protection advances with respect to the related non-serviced whole loan), such amounts will be reimbursable from general collections on the mortgage loans to the extent not recoverable from the related non-serviced whole loan and to the extent allocable to the related non-serviced mortgage loan pursuant to the related co-lender agreement. See “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

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NON-SERVICED MORTGAGE LOANS(1)
Non-Serviced Mortgage Loan	Primary Servicing Fee Rate	Special Servicing Fee Rate
SoCal Retail Portfolio	0.00250%	0.25000%
New Jersey Center of Excellence	0.00250%	0.25000%
19100 Ridgewood	0.00250%	0.25000%	(2)
Millennium Park Plaza	0.00125%	0.25000%	(3)
Bushwick Avenue Portfolio	0.00125%	0.25000%	(2)
Hilton Portfolio	0.00125%	0.25000%	(2)
Grand Canal Shoppes	0.00250%	0.25000%	(2)
USAA Office Portfolio	0.00125%	0.25000%	(3)

(1) Does not reflect the East Village Multifamily Portfolio mortgage loan or the American Metro Center mortgage loan, each of which are part of a split loan structure comprised of the related mortgage loan and one or more pari passu companion loans that may be included in one or more future securitizations. After the securitization of the related controlling pari passu companion loan, the related mortgage loan will also be a non-serviced mortgage loan, and the related servicing shift master servicer and related servicing shift special servicer under the related servicing shift pooling and servicing agreement will be entitled to a primary servicing fee and special servicing fee, respectively, as will be set forth in such related servicing shift pooling and servicing agreement.

(2) Subject to a monthly minimum of $3,500.

(3) Subject to a monthly minimum of $5,000.

Distributions
A. Amount and Order of
Distributions on the Certificates	On each distribution date, the funds available for distribution to the holders of the certificates, net of (i) specified expenses of the issuing entity, including fees payable to, and costs and expenses reimbursable to, the master servicer, the special servicer, the certificate administrator, the trustee, the operating advisor and the asset representations reviewer) and (ii) any yield maintenance charges and prepayment premiums:

First, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A and Class X-B certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the interest entitlements for those classes;

Second, to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, to the extent of funds available for distribution of principal, in reduction of the then-outstanding certificate balances of those classes, in the following priority:

(A) to the Class A-AB certificates until their certificate balance has been reduced to the Class A-AB scheduled principal balance set forth on Annex F to this prospectus for the relevant distribution date;

(B) to the Class A-1 certificates until their certificate balance has been reduced to zero, all remaining funds available for distribution of principal remaining after the distributions pursuant to clause (A) above;

(C) to the Class A-2 certificates until their certificate balance has been reduced to zero, all remaining funds available

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for distribution of principal remaining after the distributions pursuant to clauses (A) and (B) above;

(D) to the Class A-3 certificates until their certificate balance has been reduced to zero, all remaining funds available for distribution of principal remaining after the distributions pursuant to clauses (A) through (C) above;

(E) to the Class A-4 certificates until their certificate balance has been reduced to zero, all remaining funds available for distribution of principal remaining after the distributions pursuant to clauses (A) through (D) above; and

(F) to the Class A-AB certificates until their certificate balance has been reduced to zero, without regard to the Class A-AB scheduled principal balance, all remaining funds available for distribution of principal remaining after the distributions pursuant to clauses (A) through (E) above.

However, if the certificate balances of each class of principal balance certificates other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates have been reduced to zero, funds available for distributions of principal will be distributed to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, pro rata, based on their respective certificate balances and without regard to the Class A-AB scheduled principal balance.

Third, to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, first (i) up to an amount equal to, and pro rata based upon, the aggregate unreimbursed realized losses previously allocated to each such class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth above at the pass-through rate for such class compounded monthly from the date the related realized loss was allocated to such class until the date such realized loss is reimbursed;

Fourth, to the Class A-S certificates as follows: (a) to interest on the Class A-S certificates in the amount of their interest entitlement; (b) to the extent of funds available for distributions of principal remaining after distributions in respect of principal to each class with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates), to the Class A-S certificates until their certificate balance has been reduced to zero; and (c) to reimburse the Class A-S certificates first (i) up to an amount equal to the aggregate unreimbursed realized losses previously allocated to such class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth above at the pass-through rate for such class compounded monthly from the date the related realized loss was allocated to such class until the date such realized loss is reimbursed;

Fifth, to the Class B certificates as follows: (a) to interest on the Class B certificates in the amount of its interest entitlement; (b) to the extent of funds available for distributions of principal remaining

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after distributions in respect of principal to each class with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class A-S certificates), to the Class B certificates until their certificate balance has been reduced to zero; and (c) to reimburse the Class B certificates first (i) up to an amount equal to the aggregate unreimbursed realized losses previously allocated to such class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth above at the pass-through rate for such class compounded monthly from the date the related realized loss was allocated to such class until the date such realized loss is reimbursed;

Sixth, to the Class C certificates as follows: (a) to interest on the Class C certificates in the amount of its interest entitlement; (b) to the extent of funds available for distributions of principal remaining after distributions in respect of principal to each class with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S and Class B certificates), to the Class C certificates until their certificate balance has been reduced to zero; and (c) to reimburse the Class C certificates first (i) up to an amount equal to the aggregate unreimbursed realized losses previously allocated to such class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth above at the pass-through rate for such class compounded monthly from the date the related realized loss was allocated to such class until the date such realized loss is reimbursed; and

Seventh, to the non-offered certificates, in the amounts and order of priority described in “Description of the Certificates—Distributions—Priority of Distributions”.

For more detailed information regarding distributions on the certificates, see “Description of the Certificates—Distributions—Priority of Distributions”.

B. Interest and Principal

Entitlements

A description of the interest entitlement of each class of certificates (other than the Class R certificates) can be found in “Description of the Certificates—Distributions—Interest Distribution Amount”. As described in that section, there are circumstances in which your interest entitlement for a distribution date could be less than one full month’s interest at the pass-through rate on your certificate’s balance or notional amount.

A description of the amount of principal required to be distributed to each class of certificates entitled to principal on a particular distribution date can be found in “Description of the Certificates—Distributions—Principal Distribution Amount”.

C. Yield Maintenance Charges,
Prepayment Premiums	Yield maintenance charges and prepayment premiums with respect to the mortgage loans will be allocated to the certificates as described in “Description of the Certificates—Allocation of Yield Maintenance Charges and Prepayment Premiums”.

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For an explanation of the calculation of yield maintenance charges, see “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans”.

D. Subordination, Allocation of

Losses and Certain Expenses

The following chart describes the manner in which the payment rights of certain classes of certificates will be senior or subordinate, as the case may be, to the payment rights of other classes of certificates. The chart shows the entitlement to receive principal and interest on any distribution date in descending order (beginning with the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A and Class X-B certificates). Among the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A and Class X-B certificates, payment rights of certain classes will be as more particularly described in “Description of the Certificates—Distributions” in this prospectus. It also shows the manner in which mortgage loan losses are allocated in ascending order (beginning with certain Series 2019-GSA1 certificates that are not being offered by this prospectus). Principal losses on the mortgage loans allocated to a class of certificates will reduce the related certificate balance of that class. Although no principal payments or mortgage loan losses will be allocated to the Class R, Class X-A, Class X-B or Class X-D certificates, principal payments or mortgage loan losses will reduce the notional amount of the Class X-A certificates (to the extent such principal payments or mortgage loan losses are allocated to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB or Class A-S certificates), the Class X-B certificates (to the extent such principal payments or mortgage loan losses are allocated to the Class B or Class C certificates), the Class X-D certificates (to the extent such principal payments or mortgage loan losses are allocated to the Class D or Class E certificates), and, therefore, the amount of interest they accrue.

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* Class X-A and Class X-B certificates are interest-only.

Other than the subordination of certain classes of certificates, as described above, no other form of credit enhancement will be available for the benefit of the holders of the offered certificates.

Principal losses and principal payments, if any, on mortgage loans that are allocated to a class of certificates (other than the Class X-A, Class X-B, Class X-D or Class R certificates) will reduce the certificate balance of that class of certificates.

The notional amount of the Class X-A certificates will be reduced by the aggregate amount of principal losses or principal payments, if any, allocated to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB or Class A-S certificates. The notional amount of the Class X-B certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class B or Class C certificates. The notional amount of the Class X-D certificates will be reduced by the amount of principal losses or principal payments, if any, allocated to the Class D or Class E certificates.

To the extent funds are available on a subsequent distribution date for distribution on your offered certificates, you will be reimbursed for any losses allocated to your offered certificates with interest at the pass-through rate on those offered certificates in accordance with the distribution priorities.

See “Description of the Certificates—Subordination; Allocation of Realized Losses” for more detailed information regarding the subordination provisions applicable to the certificates and the allocation of losses to the certificates.

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E. Shortfalls in Available Funds The following types of shortfalls in available funds will reduce distributions to the classes of certificates with the lowest payment priorities:

● shortfalls resulting from the payment of special servicing fees and other additional compensation that the special servicer is entitled to receive;

● shortfalls resulting from interest on advances made by the master servicer, the special servicer or the trustee (to the extent not covered by late payment charges or default interest paid by the related borrower);

● shortfalls resulting from the application of appraisal reductions to reduce interest advances;

● shortfalls resulting from extraordinary expenses of the issuing entity including indemnification payments payable to the parties to the pooling and servicing agreement;

● shortfalls resulting from a modification of a mortgage loan’s interest rate or principal balance; and

● shortfalls resulting from other unanticipated or default-related expenses of the issuing entity.

In addition, prepayment interest shortfalls on the mortgage loans that are not covered by certain compensating interest payments made by the master servicer are required to be allocated among the classes of certificates, on a pro rata basis, to reduce the amount of interest payable on each such class of certificates to the extent described in this prospectus. See “Description of the Certificates—Distributions—Priority of Distributions”.

With respect to a whole loan that is comprised of a mortgage loan, in some cases, one or more pari passu companion loans and, in some cases, one or more subordinate companion loans, shortfalls in available funds resulting from any of the foregoing will result first in a reduction in amounts distributable in accordance with the related co-lender agreement in respect of the related subordinate companion loan(s), if any, and then, result in a reduction in amounts distributable in accordance with the related co-lender agreement in respect of the related mortgage loan (and any pari passu companion loans, on a pro rata basis), which allocations to the related mortgage loan will in turn reduce distributions in respect of the certificates as described above. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans—Co-Lender Agreement”, “—The Non-Serviced Pari Passu Whole Loans—Co-Lender Agreement”, “—The Non-Serviced AB Whole Loans—Grand Canal Shoppes Whole Loan—Application of Payments” and “Yield, Prepayment and Maturity Considerations—Yield Considerations—Losses and Shortfalls”.

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Advances

A. P&I Advances

The master servicer is required to advance a delinquent periodic payment on each mortgage loan, including any non-serviced mortgage loan or REO loan (other than any portion of a REO loan related to a companion loan), unless the master servicer, the trustee or the special servicer determines that the advance would be non-recoverable. Neither the master servicer nor the trustee will be required to advance balloon payments due at maturity in excess of the regular periodic payment, interest in excess of a mortgage loan’s regular interest rate, default interest, late payment charges, prepayment premiums or yield maintenance charges.

The amount of the interest portion of any advance will be subject to reduction to the extent that an appraisal reduction of the related mortgage loan has occurred (and with respect to any mortgage loan that is part of a whole loan, to the extent such appraisal reduction amount is allocated to the related mortgage loan). There may be other circumstances in which the master servicer will not be required to advance a full month of principal and/or interest. If the master servicer fails to make a required advance, the trustee will be required to make the advance, unless the trustee determines that the advance would be non-recoverable. If an interest advance is made by the master servicer, the master servicer will not advance the portion of interest that constitutes its servicing fee, but will advance the portion of interest that constitutes the monthly fees payable to the certificate administrator, the trustee, the operating advisor and the asset representations reviewer and the CREFC^® license fee.

None of the master servicer or the trustee will make, or be permitted to make, any principal or interest advance with respect to any companion loan. The special servicer is under no obligation to, and will not make, any principal or interest advance with respect to any mortgage loan or companion loan.

See “Pooling and Servicing Agreement—Advances”.

B. Property Protection Advances The master servicer may be required to make advances with respect to mortgage loans and related companion loans that it is required to service to pay delinquent real estate taxes, assessments and hazard insurance premiums and similar expenses necessary to:

● protect and maintain (and in the case of REO properties, lease and manage) the related mortgaged property;

● maintain the lien on the related mortgaged property; and/or

● enforce the related mortgage loan documents.

The special servicer will have no obligation to make any property protection advances (although they may elect to make them in an emergency circumstance). If the special servicer makes a property protection advance, the master servicer will be required to reimburse the special servicer for that advance (unless the

42 

master servicer determines that the advance would be nonrecoverable in which case it will be reimbursed out of the collection account) and the master servicer will be deemed to have made that advance as of the date made by the special servicer.

If the master servicer fails to make a required advance of this type, the trustee will be required to make this advance. None of the master servicer, the special servicer or the trustee is required to advance amounts determined by such party to be nonrecoverable.

None of the master servicer, special servicer or trustee will make or be permitted to make any advance of this type in connection with the exercise of any cure rights or purchase rights granted to the holder of any subordinate companion loan under the related co-lender agreement.

See “Pooling and Servicing Agreement—Advances”.

With respect to any non-serviced mortgage loan, the master servicer (and the trustee, as applicable) under the pooling and servicing agreement governing the servicing of that non-serviced whole loan will be required to make similar advances with respect to delinquent real estate taxes, assessments and hazard insurance premiums as described above.

C. Interest on Advances The master servicer, the special servicer and the trustee, as applicable, will be entitled to interest on the above described advances at the “Prime Rate” as published in The Wall Street Journal, as described in this prospectus. Interest accrued on outstanding advances may result in reductions in amounts otherwise payable on the certificates. Neither the master servicer nor the trustee will be entitled to interest on advances made with respect to principal and interest due on a mortgage loan until the related due date has passed and any grace period for late payments applicable to the mortgage loan has expired. See “Pooling and Servicing Agreement—Advances”.

With respect to a non-serviced mortgage loan, the applicable makers of advances under the related pooling and servicing agreement governing the servicing of such non-serviced whole loan will similarly be entitled to interest on advances, and any accrued and unpaid interest on property protection advances made in respect of such non-serviced mortgage loan may be reimbursed from general collections on the other mortgage loans included in the issuing entity to the extent not recoverable from such non-serviced whole loan and to the extent allocable to the related non-serviced mortgage loan in accordance with the related co-lender agreement.

The Mortgage Pool

The Mortgage Pool The issuing entity’s primary assets will be 49 fixed rate commercial mortgage loans, each evidenced by one or more promissory notes secured by first mortgages, deeds of trust, deeds to secure debt or similar security instruments on the fee

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and/or leasehold estate of the related borrower in 84 commercial, multifamily and manufactured housing properties. See “Description of the Mortgage Pool—Additional Indebtedness”.

The aggregate principal balance of the mortgage loans as of the cut-off date will be approximately $864,235,961.

In this prospectus, unless otherwise specified, (i) references to a mortgaged property (or portfolio of mortgaged properties) by name refer to such mortgaged property (or portfolio of mortgaged properties) so identified on Annex A-1, (ii) references to a mortgage loan by name refer to such mortgage loan secured by the related mortgaged property (or portfolio of mortgaged properties) so identified on Annex A-1, (iii) any parenthetical with a percent next to a mortgaged property name (or portfolio of mortgaged properties name) indicates the approximate percent (or approximate aggregate percent) that the outstanding principal balance of the related mortgage loan (or, if applicable, the allocated loan amount with respect to such mortgaged property) represents of the aggregate outstanding principal balance of the pool of mortgage loans as of the cut-off date for this securitization, and (iv) any parenthetical with a percent next to a mortgage loan name or a group of mortgage loans indicates the approximate percent (or approximate aggregate percent) that the outstanding principal balance of such mortgage loan or the aggregate outstanding principal balance of such group of mortgage loans, as applicable, represents of the aggregate outstanding principal balance of the pool of mortgage loans as of the cut-off date for this securitization.

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Whole Loans

Unless otherwise expressly stated in this prospectus, the term “mortgage loan” refers to each of the forty-nine commercial mortgage loans to be held by the issuing entity. Of the mortgage loans, each of the mortgage loans in the table below is part of a larger whole loan, each of which is comprised of the related mortgage loan and one or more loans that are pari passu in right of payment to the related mortgage loan (each referred to in this prospectus as a “pari passu companion loan”) and/or are subordinate in right of payment to the related mortgage loan (each referred to in this prospectus as a “subordinate companion loan”, and together with the pari passu companion loans, the “companion loans”). The companion loans, together with their related mortgage loan, are each referred to in this prospectus as a “whole loan”.

Whole Loan Summary

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	% of Initial Pool Balance	Aggregate Pari Passu Companion Loan Cut-off Date Balance	Aggregate Subordinate Companion Loan Cut-off Date Balance	Mortgage Loan Cut-off Date LTV Ratio(1)	Whole Loan Cut-off Date LTV Ratio(2)	Mortgage Loan Underwritten NCF DSCR(1)	Whole Loan Underwritten NCF DSCR(2)
SoCal Retail Portfolio	$50,000,000	5.8%	$164,785,000	N/A	52.0%	52.0%	2.28x	2.28x
New Jersey Center of Excellence	$36,480,000	4.2%	$54,720,000	N/A	59.6%	59.6%	3.24x	3.24x
Millennium Park Plaza	$35,000,000	4.0%	$175,000,000	N/A	65.8%	65.8%	2.01x	2.01x
19100 Ridgewood	$35,000,000	4.0%	$105,000,000	N/A	69.8%	69.8%	2.42x	2.42x
Bushwick Avenue Portfolio	$35,000,000	4.0%	$95,000,000	N/A	65.0%	65.0%	1.81x	1.81x
Hilton Portfolio	$26,000,000	3.0%	$42,000,000	N/A	61.8%	61.8%	2.05x	2.05x
Washington Avenue Portfolio	$26,000,000	3.0%	$13,000,000	N/A	64.3%	64.3%	2.95x	2.95x
Grand Canal Shoppes	$25,000,000	2.9%	$735,000,000	$215,000,000	46.3%	59.5%	2.46x	1.67x
East Village Multifamily Portfolio	$25,000,000	2.9%	$60,500,000	N/A	61.2%	61.2%	2.07x	2.07x
USAA Office Portfolio	$15,000,000	1.7%	$227,400,000	N/A	63.8%	63.8%	2.84x	2.84x
American Metro Center	$13,200,000	1.5%	$20,000,000	N/A	68.3%	68.3%	1.66x	1.66x

(1) Calculated including the related pari passu companion loans but excluding any related subordinate companion loan(s).

(2) Calculated including the related pari passu companion loans and any related subordinate companion loan(s).

The Washington Avenue Portfolio whole loan will be serviced by the master servicer and the special servicer pursuant to the pooling and servicing agreement for this transaction and is referred to in this prospectus as a “serviced whole loan”, any related companion loan is referred to in this prospectus as a “serviced companion loan”, or a “serviced pari passu companion loan”.

The East Village Multifamily Portfolio whole loan and the American Metro Center whole loan, each a “servicing shift whole loan”, will initially be serviced by the master servicer and the special servicer pursuant to the pooling and servicing agreement for this transaction. From and after the date on which the related controlling companion loan is securitized (the “servicing shift securitization date”), it is anticipated that the related servicing shift whole loan will be serviced under, and by the master servicer designated in, the related pooling and servicing agreement entered into in connection with such securitization (the “servicing shift pooling and servicing agreement”). Prior to the related servicing shift securitization date, the related servicing shift whole loan will be a “serviced whole loan”. On and after the related servicing shift securitization date, the related servicing shift whole loan will be a “non-serviced whole loan”.

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The whole loans identified in the table below will not be serviced under the pooling and servicing agreement and instead will each be serviced under a separate servicing agreement identified below relating to a related companion loan and are each referred to in this prospectus as a “non-serviced whole loan”. The related mortgage loans are each referred to as a “non-serviced mortgage loan” and any related companion loans are each referred to in this prospectus as a “non-serviced companion loan” or collectively as the “non-serviced companion loans”. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Non-Serviced Whole Loans⁽¹⁾

Mortgage Loan Name	Transaction/ Pooling and Servicing Agreement	% of Initial Pool Balance	Master Servicer	Special Servicer	Trustee	Certificate Administrator and Custodian	Initial Directing Certificate-holder	Operating Advisor	Asset Representations Reviewer
SoCal Retail Portfolio	MSC 2019-H7	5.8%	Midland Loan Services, a Division of PNC Bank, National Association	LNR Partners, LLC	Wells Fargo Bank, National Association	Wells Fargo Bank, National Association	Argentic Securities Income USA LLC	Pentalpha Surveillance LLC	Pentalpha Surveillance LLC
New Jersey Center of Excellence	GSMS 2019-GC42	4.2%	Midland Loan Services, a Division of PNC Bank, National Association	Midland Loan Services, a Division of PNC Bank, National Association	Wells Fargo Bank, National Association	Wells Fargo Bank, National Association	KKR Real Estate Credit Opportunity Partners II L.P.	Park Bridge Lender Services LLC	Park Bridge Lender Services LLC
Millennium Park Plaza	CGCMT 2019-GC41	4.0%	Midland Loan Services, a Division of PNC Bank, National Association	Rialto Capital Advisors, LLC	Wilmington Trust, National Association	Citibank, N.A.	RREF III-D AIV RR, LLC	Park Bridge Lender Services LLC	Park Bridge Lender Services LLC
19100 Ridgewood	GSMS 2019-GC42	4.0%	Midland Loan Services, a Division of PNC Bank, National Association	Midland Loan Services, a Division of PNC Bank, National Association	Wells Fargo Bank, National Association	Wells Fargo Bank, National Association	KKR Real Estate Credit Opportunity Partners II L.P.	Park Bridge Lender Services LLC	Park Bridge Lender Services LLC
Bushwick Avenue Portfolio	CF 2019-CF2	4.0%	KeyBank National Association	LNR Partners, LLC	Citibank, N.A.	Citibank, N.A.	LNR Securities Holdings, LLC	Park Bridge Lender Services LLC	Park Bridge Lender Services LLC
Hilton Portfolio	CF 2019-CF2	3.0%	KeyBank National Association	LNR Partners, LLC	Citibank, N.A.	Citibank, N.A.	LNR Securities Holdings, LLC	Park Bridge Lender Services LLC	Park Bridge Lender Services LLC
Grand Canal Shoppes	MSC 2019-H7	2.9%	Midland Loan Services, a Division of PNC Bank, National Association	LNR Partners, LLC	Wells Fargo Bank, National Association	Wells Fargo Bank, National Association	Argentic Securities Income USA LLC(1)	Pentalpha Surveillance LLC	Pentalpha Surveillance LLC
USAA Office Portfolio	CGCMT 2019-GC41	1.7%	Midland Loan Services, a Division of PNC Bank, National Association	Rialto Capital Advisors, LLC	Wilmington Trust, National Association	Citibank, N.A.	RREF III-D AIV RR, LLC	Park Bridge Lender Services LLC	Park Bridge Lender Services LLC

⁽¹⁾ Does not reflect the East Village Multifamily Portfolio mortgage loan or the American Metro Center mortgage loan, each a servicing shift mortgage loan. With respect to each servicing shift mortgage loan, on and after the related servicing shift securitization date, the related servicing shift mortgage loan will also be a non-serviced mortgage loan and the related whole loan will be a non-serviced whole loan.

⁽²⁾ The initial controlling holder for the Grand Canal Shoppes mortgage loan is the holder of the related subordinate companion loan (currently held by CPPIB Credit Investments II Inc.). Pursuant to the related co-lender agreement, following the occurrence (and during the continuance) of a Grand Canal Shoppes control appraisal period, the holder of note A-1-1 will be the controlling holder for the Grand Canal Shoppes Whole Loan. Note A-1-1 was included in the MSC 2019-H7 securitization, and therefore, the controlling class representative (or equivalent party) under the MSC 2019-H7 securitization (currently Argentic Securities Income USA LLC) is expected to exercise the rights of the controlling holder with respect to the Grand Canal Shoppes mortgage loan.

For further information regarding the whole loans, see “Description of the Mortgage Pool—The Whole Loans”, and for information regarding the servicing of the non-serviced whole loans, see “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

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Mortgage Loan Characteristics

The following tables set forth certain anticipated characteristics of the mortgage loans as of the cut-off date (unless otherwise indicated). Except as specifically provided in this prospectus, various information presented in this prospectus (including loan-to-value ratios, debt service coverage ratios, debt yields and cut-off date balances per net rentable square foot, pad, room or unit, as applicable) with respect to any mortgage loan with a pari passu companion loan or subordinate companion loan is calculated including the principal balance and debt service payment of the related pari passu companion loan(s), but is calculated excluding the principal balance and debt service payment of any related subordinate companion loan(s) (or any other subordinate debt encumbering the related mortgaged property or any related mezzanine debt or preferred equity). However, unless specifically indicated, for the purpose of numerical and statistical information with respect to the composition of the mortgage pool contained in this prospectus (including any tables, charts and information set forth on Annex A-1, Annex A-2 and Annex A-3), no subordinate companion loan is reflected in this prospectus.

The sum of the numerical data in any column may not equal the indicated total due to rounding. Unless otherwise indicated, all figures and percentages presented in this “Summary of Terms” are calculated as described under “Description of the Mortgage Pool—Additional Information” and, unless otherwise indicated, such figures and percentages are approximate and, in each case, represent the indicated figure or percentage of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. The principal balance of each mortgage loan as of the cut-off date assumes (or, in the case of each mortgage loan with a due date prior to the date of this prospectus, reflects) the timely receipt of principal scheduled to be paid on or before the cut-off date and no defaults, delinquencies or prepayments on, or modifications of, any mortgage loan on or prior to the cut-off date. Whenever percentages and other information in this prospectus are presented on the mortgaged property level rather than the mortgage loan level, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts as stated on Annex A-1.

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The mortgage loans will have the following approximate characteristics as of the cut-off date:

Cut-off Date Mortgage Loan Characteristics

	All Mortgage Loans
Initial Pool Balance(1)	$864,235,961
Number of mortgage loans	49
Number of Mortgaged Properties	84
Range of Cut-off Date Balances	$2,200,000 to $50,000,000
Average Cut-off Date Balance	$17,637,469
Range of Mortgage Rates(2)	3.3400% to 4.6000%
Weighted Average Mortgage Rate(2)	3.82418%
Range of original terms to maturity	84 to 121 months
Weighted average original term to maturity	119 months
Range of remaining terms to maturity	83 to 120 months
Weighted average remaining term to maturity	117 months
Range of original amortization terms(3)	300 to 360 months
Weighted average original amortization term(3)	355 months
Range of remaining amortization terms(3)	299 to 360 months
Weighted average remaining amortization term(3)	354 months
Range of Cut-off Date LTV Ratios(2)(4)(6)	44.3% to 74.3%
Weighted average Cut-Off Date LTV Ratio(2)(4)	61.7%
Range of Maturity Date LTV Ratios(2)(5)	35.0% to 69.9%
Weighted average Maturity Date LTV Ratio(2)(5)	58.9%
Range of UW NCF DSCR(2)	1.34x to 4.58x
Weighted average UW NCF DSCR(2)	2.29x
Range of UW NOI Debt Yield(2)(6)	6.0% to 21.8%
Weighted average UW NOI Debt Yield(2)(6)	10.3%
Percentage of Initial Pool Balance consisting of:
Interest-Only Balloon	73.7%
Partial Interest-Only Balloon	12.9%
Full-Term Amortizing Balloon(4)	13.5%

(1) Subject to a permitted variance of plus or minus 5%.

(2) With respect to each mortgage loan that is part of a whole loan, the related pari passu companion loan (but not any related subordinate companion loan) are included for the purposes of calculating the Mortgage Rate, Cut-off Date LTV Ratio, Maturity Date LTV Ratio, UW NCF DSCR and UW NOI Debt Yield unless otherwise expressly stated. Other than as specifically noted, the Mortgage Rate, Cut-off Date LTV Ratio, Maturity Date LTV Ratio, UW NCF DSCR and UW NOI Debt Yield information for each mortgage loan is presented in this prospectus without regard to any other indebtedness (whether or not secured by the related mortgaged property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future, in order to present statistics for the related mortgage loan without combination with the other indebtedness.

(3) Does not include mortgage loans that pay interest-only until their maturity dates.

(4) Unless otherwise indicated, the Cut-off Date LTV Ratio is calculated utilizing the “as-is” appraised value. With respect to five (5) mortgage loans (10.7%) the Cut-off Date LTV Ratio was calculated based upon a valuation other than an “as-is” value of each related mortgaged property or the cut-off date principal balance of a mortgage loan less a reserve taken at origination. The weighted average Cut-off Date LTV Ratio for the mortgage pool without making any adjustments is 62.0%.

(5) Unless otherwise indicated, the Maturity Date LTV Ratio is calculated utilizing the “as-is” appraised value. With respect to five (5) mortgage loans (10.7%) the respective Maturity Date LTV Ratios were calculated based upon a valuation other than an “as-is” appraised value of each related mortgaged property or the cut-off date principal balance of a mortgage loan less a reserve taken at origination. The weighted average Maturity Date LTV Ratio for the mortgage pool without making such adjustments is 59.3%.

(6) Unless otherwise indicated, the Debt Yield on Underwritten NOI for each mortgage loan is the related mortgaged property’s Underwritten NOI divided by the Cut-off Date Balance of such mortgage loan. With respect to one (1) mortgage loan (3.5%), the Debt Yield on Underwritten NOI was calculated using the Cut-off Date Balance of the mortgage loan less the $2,000,000 earnout reserve taken at origination. The weighted average Debt Yield on Underwritten NOI for the mortgage pool without making this adjustment is 10.3%.

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All of the mortgage loans accrue interest on an actual/360 basis.

For further information regarding the mortgage loans, see “Description of the Mortgage Pool”.

Modified and Refinanced Loans As of the cut-off date, none of the mortgage loans were modified due to a delinquency.

See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings—Default History, Bankruptcy Issues and Other Proceedings”.

Loans Underwritten Based on

Projections of Future Income

With respect to fifteen (15) mortgaged properties (25.2% by allocated loan amount), such mortgaged properties (i) were constructed within 12 calendar months prior to the cut-off date, in a lease-up period or the subject of a major renovation that was completed and, therefore, the related mortgaged property has no prior operating history or the related mortgage loan seller did not take the limited operating history into account in the underwriting of the related mortgage loan, (ii) were acquired by the borrower or any affiliate of the borrower within 12 calendar months prior to the cut-off date and such borrower or affiliate was unable to provide the related mortgage loan seller with historical financial information (or provided limited historical financial information) for such acquired mortgaged property or (iii) are single tenant properties subject to double-net, triple-net or absolute-net leases with the related tenant where the related borrower did not provide the related mortgage loan seller with historical financial information for the related mortgaged property.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Mortgaged Properties With Limited Prior Operating History”.

Certain Variances from
Underwriting
Standards	One (1) mortgage loan (4.0%), varies from the underwriting guidelines described under “Transaction Parties—The Sponsors and Mortgage Loan Sellers”. See “Transaction Parties—The Originators—Origination and Underwriting Process—Exceptions to SMC’s Disclosed Underwriting Guidelines”.

Additional Aspects of Certificates

Denominations The offered certificates with certificate balances that are initially offered and sold to purchasers will be issued in minimum denominations of $10,000 and integral multiples of $1 in excess of $10,000. The offered certificates with notional amounts will be issued, maintained and transferred only in minimum denominations of authorized initial notional amounts of not less than $1,000,000 and in integral multiples of $1 in excess of $1,000,000.

Registration, Clearance and
Settlement	Each class of offered certificates will initially be registered in the name of Cede & Co., as nominee of The Depository Trust Company, or DTC.

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You may hold offered certificates through: (1) DTC in the United States; or (2) Clearstream Banking, société anonyme or Euroclear Bank, as operator of the Euroclear System. Transfers within DTC, Clearstream Banking, société anonyme or Euroclear Bank, as operator of the Euroclear System, will be made in accordance with the usual rules and operating procedures of those systems.

We may elect to terminate the book-entry system through DTC (with the consent of the DTC participants), Clearstream Banking, société anonyme or Euroclear Bank, as operator of the Euroclear System, with respect to all or any portion of any class of the offered certificates.

See “Description of the Certificates—Delivery, Form, Transfer and Denomination—Book-Entry Registration”.

Credit Risk Retention For a discussion of the manner by which Argentic Real Estate Finance LLC, as retaining sponsor, intends to satisfy the credit risk retention requirements of the Credit Risk Retention Rules, see “Credit Risk Retention”.

None of the sponsors, the depositor, the issuing entity or any other party to the transaction intends to retain a material net economic interest in the securitization constituted by the issuance of the offered certificates in accordance with the EU risk retention and due diligence requirements or to take any other action which may be required by EEA-regulated investors for the purposes of their compliance with the EU risk retention and due diligence requirements or similar requirements. See “Risk Factors—Other Risks Relating to the Certificates—Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates”.

Information Available to

Certificateholders

On each distribution date, the certificate administrator will prepare and make available to each certificateholder of record, a statement as to the distributions being made on that date. Additionally, under certain circumstances, certificateholders of record may be entitled to certain other information regarding the issuing entity. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information”.

Deal Information/Analytics Certain information concerning the mortgage loans and the certificates may be available to subscribers through the following services:

● Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., Moody’s Analytics, CMBS.com, Inc., BlackRock Financial Management, Inc., Markit Group Limited, RealINSIGHT, Thomson Reuters Corporation and Intercontinental Exchange | ICE Data Services;

● The certificate administrator’s website initially located at www.ctslink.com; and

● The master servicer’s website initially located at www.pnc.com/midland.

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Optional Termination On any distribution date on which the aggregate principal balance of the pool of mortgage loans remaining in the issuing entity is less than 1.0% of the aggregate principal balance of the mortgage loans as of the cut-off date, certain entities specified in this prospectus will have the option to purchase all of the remaining mortgage loans (and all REO property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in this prospectus.

The issuing entity may also be terminated in connection with a voluntary exchange of all the then-outstanding certificates (other than the Class R certificates) for the mortgage loans and all REO Property held by the issuing entity, provided that (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E certificates are no longer outstanding, (ii) there is only one holder (or multiple holders acting unanimously) of the outstanding certificates (other than the Class R certificates) and (iii) certain other conditions are satisfied as described under “Pooling and Servicing Agreement—Termination; Retirement of Certificates”.

See “Pooling and Servicing Agreement—Termination; Retirement of Certificates”.

Required Repurchases or
Substitutions of Mortgage
Loans; Loss of Value Payment	Under certain circumstances, the related mortgage loan seller may be obligated to (i) repurchase (without payment of any yield maintenance charge or prepayment premium) or substitute for an affected mortgage loan from the issuing entity or (ii) make a cash payment that would be deemed sufficient to compensate the issuing entity in the event of a document defect or a breach of a representation and warranty made by the related mortgage loan seller with respect to the mortgage loan in the mortgage loan purchase agreement that materially and adversely affects the value of the mortgage loan, the value of the related REO property or the interests of any certificateholders in the mortgage loan or REO property or causes the mortgage loan to be other than a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Internal Revenue Code of 1986, as amended (but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective loan to be treated as a “qualified mortgage”). See “Description of the Mortgage Loan Purchase Agreements”.

Sale of Defaulted Loans Pursuant to the pooling and servicing agreement, under certain circumstances the special servicer is required to solicit offers for defaulted mortgage loans (other than non-serviced mortgage loans) or defaulted serviced whole loans and/or related REO property and may accept the first (and, if multiple offers are received, the highest) cash offer from any person that constitutes a fair price for the defaulted mortgage loan (or defaulted serviced whole loan) and/or related REO property, determined as described in “Pooling and Servicing Agreement—Realization Upon Mortgage Loans” and “—Sale of Defaulted Loans and REO Properties”, unless the special servicer determines, in accordance

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with the servicing standard, that rejection of such offer would be in the best interests of the certificateholders and any related companion loan holders (as a collective whole as if such certificateholders and such companion loan holders constituted a single lender).

If a non-serviced mortgage loan with a related pari passu companion loan becomes a defaulted mortgage loan and the special servicer under the related pooling and servicing agreement for the related pari passu companion loan determines to sell such pari passu companion loan, then that special servicer will be required to sell such non-serviced mortgage loan together with the related pari passu companion loan in a manner similar to that described above. See “Description of the Mortgage Pool—The Whole Loans”.

Tax Status Elections will be made to treat designated portions of the issuing entity as two separate REMICs (the “lower-tier REMIC” and the “upper-tier REMIC” and each a “trust REMIC”) for federal income tax purposes.

Pertinent federal income tax consequences of an investment in the offered certificates include:

● Each class of offered certificates will constitute REMIC “regular interests”.

● The offered certificates will be treated as newly originated debt instruments for federal income tax purposes.

● You will be required to report income on your offered certificates using the accrual method of accounting.

● It is anticipated that the Class           certificates will be issued with original issue discount and that the Class           certificates will be issued at a premium for federal income tax purposes.

See “Material Federal Income Tax Considerations”.

Certain ERISA Considerations Subject to important considerations described under “Certain ERISA Considerations”, the offered certificates are eligible for purchase by persons investing assets of employee benefit plans or individual retirement accounts.

Legal Investment No class of the offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, then you may be subject to restrictions on investment in the certificates. You should consult your own legal advisors for assistance in determining the suitability of and consequences to you of the purchase, ownership, and sale of the certificates.

The issuing entity will not be registered under the Investment Company Act of 1940, as amended. The issuing entity will be

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relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended contained in Section 3(c)(5) of the Investment Company Act of 1940, as amended, or Rule 3a-7 under the Investment Company Act of 1940, as amended, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act (both as defined in this prospectus).

See “Legal Investment”.

Ratings The offered certificates will not be issued unless each of the offered classes receives a credit rating from one or more of the nationally recognized statistical rating organizations engaged by the depositor to rate the offered certificates. The decision not to engage one or more other rating agencies in the rating of certain classes of certificates to be issued in connection with this transaction, may negatively impact the liquidity, market value and regulatory characteristics of those classes of certificates. Neither the depositor nor any other person or entity will have any duty to notify you if any other nationally recognized statistical rating organization issues, or delivers notice of its intention to issue, unsolicited ratings on one or more classes of certificates after the date of this prospectus.

See “Risk Factors—Other Risks Relating to the Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” and “Ratings”.

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Risk Factors

You should carefully consider the following risks before making an investment decision. In particular, distributions on your certificates will depend on payments received on, and other recoveries with respect to, the mortgage loans. Therefore, you should carefully consider the risk factors relating to the mortgage loans and the mortgaged properties.

If any of the following events or circumstances identified as risks actually occur or materialize, your investment could be materially and adversely affected. We note that additional risks and uncertainties not presently known to us may also impair your investment.

This prospectus also contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this prospectus.

The Certificates May Not Be a Suitable Investment for You

The certificates will not be suitable investments for all investors. In particular, you should not purchase any class of certificates unless you understand and are able to bear the risk that the yield to maturity and the aggregate amount and timing of distributions on the certificates will be subject to material variability from period to period and give rise to the potential for significant loss over the life of the certificates. The interaction of the foregoing factors and their effects are impossible to predict and are likely to change from time to time. As a result, an investment in the certificates involves substantial risks and uncertainties and should be considered only by sophisticated institutional investors with substantial investment experience with similar types of securities and who have conducted appropriate due diligence on the mortgage loans, the mortgaged properties and the certificates.

Combination or “Layering” of Multiple Risks May Significantly Increase Risk of Loss

Although the various risks discussed in this prospectus are generally described separately, you should consider the potential effects of the interplay of multiple risk factors. Where more than one significant risk factor is present, the risk of loss to an investor in the certificates may be significantly increased.

Risks Related to Market Conditions and Other External Factors

The Volatile Economy, Credit Crisis and Downturn in the Real Estate Market Have Adversely Affected and May Continue To Adversely Affect the Value of CMBS

In recent years, the real estate and securitization markets, including the market for commercial mortgage-backed securities (“CMBS”), experienced significant dislocations, illiquidity and volatility. We cannot assure you that another dislocation in CMBS will not occur.

Any economic downturn may adversely affect the financial resources of borrowers under commercial mortgage loans and may result in their inability to make payments on, or refinance, their outstanding mortgage debt when due or to sell their mortgaged properties for an aggregate amount sufficient to pay off the outstanding debt when due. As a result, distributions of principal and interest on your certificates, and the value of your certificates, could be adversely affected.

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Other Events May Affect the Value and Liquidity of Your Investment

Moreover, other types of events, domestic or international, may affect general economic conditions and financial markets:

● Wars, revolts, terrorist attacks, armed conflicts, energy supply or price disruptions, political crises, natural disasters, civil unrest and/or protests and man-made disasters may have an adverse effect on the mortgaged properties and/or your certificates;

● Trading activity associated with indices of CMBS may drive spreads on those indices wider than spreads on CMBS, thereby resulting in a decrease in value of such CMBS, including your certificates, and spreads on those indices may be affected by a variety of factors, and may or may not be affected for reasons involving the commercial and multifamily real estate markets and may be affected for reasons that are unknown and cannot be discerned; and

● The market value of your certificates also may be affected by many other factors, including the then-prevailing interest rates and market perceptions of risks associated with commercial mortgage lending. A change in the market value of the certificates may be disproportionately impacted by upward or downward movements in the current interest rates.

You should consider that the foregoing factors may adversely affect the performance of the mortgage loans and accordingly the performance of the offered certificates.

Risks Relating to the Mortgage Loans

Mortgage Loans Are Non-Recourse and Are Not Insured or Guaranteed

The mortgage loans are not insured or guaranteed by any person or entity, governmental or otherwise.

Investors should treat each mortgage loan as a non-recourse loan. If a default occurs, recourse generally may be had only against the specific mortgaged properties and other assets that have been pledged to secure the mortgage loan. Consequently, payment prior to maturity is dependent primarily on the sufficiency of the net operating income of the mortgaged property. Payment at maturity is primarily dependent upon the market value of the mortgaged property or the borrower’s ability to refinance or sell the mortgaged property.

Although the mortgage loans generally are non-recourse in nature, certain mortgage loans contain non-recourse carveouts for liabilities such as a result of fraud by the borrower, certain voluntary insolvency proceedings or other matters. Certain mortgage loans set forth under “Description of the Mortgage Pool—Non-Recourse Carveout Limitations” either do not contain non-recourse carveouts or contain material limitations to non-recourse carveouts. Often these obligations are guaranteed by an affiliate of the related borrower, although liability under any such guaranty may be capped or otherwise limited in amount or scope. Furthermore, the guarantor’s net worth and liquidity may be less (and in some cases, materially less) than amounts due under the related mortgage loan or the guarantor’s sole asset may be its interest in the related borrower. Certain mortgage loans may have the benefit of a general payment guaranty of a portion of the indebtedness under the mortgage loan. In addition, certain non-recourse carveout guarantors may not be United States citizens. We cannot assure you that the lender will be able to collect on a guaranty from non-US citizens as such individuals or entities may be beyond the jurisdiction of United States courts. In all cases, however, the mortgage loans should be considered to be non-recourse obligations because neither the depositor nor the sponsors make any representation or warranty as to the obligation or ability of any borrower or guarantor to pay any deficiencies between any foreclosure proceeds and the mortgage loan indebtedness. No mortgage loan will be insured or guaranteed by any government, governmental instrumentality, private insurer or (except as described above) other person or entity.

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Risks of Commercial, Multifamily and Manufactured Housing Lending Generally

The mortgage loans will be secured by various income producing commercial, multifamily and manufactured housing properties. The repayment of a commercial, multifamily or manufactured housing loan is typically dependent upon the ability of the related mortgaged property to produce cash flow through the collection of rents. Even the liquidation value of a commercial property is determined, in substantial part, by the capitalization of the property’s ability to produce cash flow. However, net operating income can be volatile and may be insufficient to cover debt service on the loan at any given time.

The net operating incomes and property values of the mortgaged properties may be adversely affected by a large number of factors. Some of these factors relate to the properties themselves, such as:

● the age, design and construction quality of the properties;

● perceptions regarding the safety, convenience and attractiveness of the properties;

● the characteristics and desirability of the area where the property is located;

● the strength and nature of the local economy, including labor costs and quality, tax environment and quality of life for employees;

● the proximity and attractiveness of competing properties;

● the adequacy of the property’s management and maintenance;

● increases in interest rates, real estate taxes and operating expenses at the property and in relation to competing properties;

● an increase in the capital expenditures needed to maintain the properties or make improvements;

● a decline in the businesses operated by tenants or in their financial condition;

● an increase in vacancy rates; and

● a decline in rental rates as leases are renewed or entered into with new tenants.

Other factors are more general in nature, such as:

● national, regional or local economic conditions, including plant closings, military base closings, industry slowdowns, oil and/or gas drilling facility slowdowns or closings and unemployment rates;

● local real estate conditions, such as an oversupply of competing properties, retail space, office space, multifamily housing or hotel capacity;

● demographic factors;

● consumer confidence;

● political factors;

● environmental factors;

● seismic activity risk;

● consumer tastes and preferences;

● retroactive changes in building codes;

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● changes or continued weakness in specific industry segments;

● location of certain mortgaged properties in less densely populated or less affluent areas; and

● the public perception of safety for customers and clients.

The volatility of net operating income will be influenced by many of the foregoing factors, as well as by:

● the length of tenant leases (including that in certain cases, all or substantially all of the tenants, or one or more sole, anchor or other major tenants, at a particular mortgaged property may have leases that expire or permit the tenant(s) to terminate its lease during the term of the loan);

● the quality and creditworthiness of tenants;

● tenant defaults;

● in the case of rental properties, the rate at which new rentals occur; and

● the property’s “operating leverage”, which is generally the percentage of total property expenses in relation to revenue, the ratio of fixed operating expenses to those that vary with revenues, and the level of capital expenditures required to maintain the property and to retain or replace tenants.

A decline in the real estate market or in the financial condition of a major tenant will tend to have a more immediate effect on the net operating income of properties with relatively higher operating leverage or short term revenue sources, such as short term or month to month leases, and may lead to higher rates of delinquency or defaults.

Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases

General

Any tenant may, from time to time, experience a downturn in its business, which may weaken its financial condition and result in a reduction or failure to make rental payments when due. If tenants’ sales were to decline, percentage rents may decline and, further, tenants may be unable to pay their base rent or other occupancy costs. If a tenant defaults in its obligations to a property owner, that property owner may experience delays in enforcing its rights as lessor and may incur substantial costs and experience significant delays associated with protecting its investment, including costs incurred in renovating and reletting the property. Additionally, the income from, and market value of, the mortgaged properties leased to various tenants would be adversely affected if:

● space in the mortgaged properties could not be leased or re-leased or substantial re-leasing costs were required and/or the cost of performing landlord obligations under existing leases materially increased;

● leasing or re-leasing is restricted by exclusive rights of tenants to lease the mortgaged properties or other covenants not to lease space for certain uses or activities, or covenants limiting the types of tenants to which space may be leased;

● a significant tenant were to become a debtor in a bankruptcy case;

● rental payments could not be collected for any other reason; or

● a borrower fails to perform its obligations under a lease resulting in the related tenant having a right to terminate such lease.

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Certain tenants currently may be in a rent abatement period. We cannot assure you that such tenants will be in a position to pay full rent when the abatement period expires. We cannot assure you that the net operating income contributed by the mortgaged properties will remain at its current or past levels.

A Tenant Concentration May Result in Increased Losses

Mortgaged properties that are owner-occupied or leased to a single tenant, or a tenant that makes up a significant portion of the rental income, also are more susceptible to interruptions of cash flow if that tenant’s business operations are negatively impacted or if such tenant fails to renew its lease. This is so because:

● the financial effect of the absence of rental income may be severe;

● more time may be required to re-lease the space; and

● substantial capital costs may be incurred to make the space appropriate for replacement tenants.

In the event of a default by that tenant, if the related lease expires prior to the mortgage loan maturity date and the related tenant fails to renew its lease or if such tenant exercises an early termination option, there would likely be an interruption of rental payments under the lease and, accordingly, insufficient funds available to the borrower to pay the debt service on the mortgage loan. In certain cases where the tenant owns the improvements on the mortgaged property, the related borrower may be required to purchase such improvements in connection with the exercise of its remedies.

With respect to certain of these mortgaged properties that are leased to a single tenant, the related leases may expire prior to, or soon after, the maturity dates of the mortgage loans or the related tenant may have the right to terminate the lease prior to the maturity date of the mortgage loan. If the current tenant does not renew its lease on comparable economic terms to the expired lease, if a single tenant terminates its lease or if a suitable replacement tenant does not enter into a new lease on similar economic terms, there could be a negative impact on the payments on the related mortgage loan.

A deterioration in the financial condition of a tenant, the failure of a tenant to renew its lease or the exercise by a tenant of an early termination right can be particularly significant if a mortgaged property is owner-occupied, leased to a single tenant, or if any tenant makes up a significant portion of the rental income at the mortgaged property.

Concentrations of particular tenants among the mortgaged properties or within a particular business or industry at one or multiple mortgaged properties increase the possibility that financial problems with such tenants or such business or industry sectors could affect the mortgage loans. In addition, the mortgage loans may be adversely affected if a tenant at the mortgaged property is highly specialized, or dependent on a single industry or only a few customers for its revenue. See “—Tenant Bankruptcy Could Result in a Rejection of the Related Lease” below, and “Description of the Mortgage Pool—Tenant Issues—Tenant Concentrations” for information on tenant concentrations in the mortgage pool.

Mortgaged Properties Leased to Multiple Tenants Also Have Risks

If a mortgaged property has multiple tenants, re-leasing expenditures may be more frequent than in the case of mortgaged properties with fewer tenants, thereby reducing the cash flow available for payments on the related mortgage loan. Multi-tenant mortgaged properties also may experience higher continuing vacancy rates and greater volatility in rental income and expenses. See Annex A-1 for tenant lease expiration dates for the five largest tenants at each mortgaged property.

Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks

If a mortgaged property is leased in whole or substantial part to the borrower under the mortgage loan or to an affiliate of the borrower, there may be conflicts. For instance, it is more likely a landlord will waive lease conditions for an affiliated tenant than it would for an unaffiliated tenant. We cannot assure you that

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the conflicts arising where a borrower is affiliated with a tenant at a mortgaged property will not adversely impact the value of the related mortgage loan.

In certain cases, an affiliated lessee may be a tenant under a master lease with the related borrower, under which the tenant is obligated to make rent payments but does not occupy any space at the mortgaged property. Master leases in these circumstances may be used to bring occupancy to a “stabilized” level with the intent of finding additional tenants to occupy some or all of the master leased space, but may not provide additional economic support for the mortgage loan. If a mortgaged property is leased in whole or substantial part to the borrower or to an affiliate of the borrower, a deterioration in the financial condition of the borrower or its affiliates could significantly affect the borrower’s ability to perform under the mortgage loan as it would directly interrupt the cash flow from the mortgaged property if the borrower’s or its affiliate’s financial condition worsens. We cannot assure you that any space leased by a borrower or an affiliate of the borrower will eventually be occupied by third party tenants.

See “Description of the Mortgage Pool—Tenant Issues—Affiliated Leases” for information on properties leased in whole or in part to borrowers and their affiliates.

Tenant Bankruptcy Could Result in a Rejection of the Related Lease

The bankruptcy or insolvency of a major tenant or a number of smaller tenants, such as in retail properties, may have an adverse impact on the mortgaged properties affected and the income produced by such mortgaged properties. Under the Bankruptcy Code, a tenant has the option of assuming or rejecting or, subject to certain conditions, assuming and assigning to a third party, any unexpired lease. If the tenant rejects the lease, the landlord’s claim for breach of the lease would (absent collateral securing the claim) be treated as a general unsecured claim against the tenant and a lessor’s damages for lease rejection are generally subject to certain limitations. We cannot assure you that tenants of the mortgaged properties will continue making payments under their leases or that tenants will not file for bankruptcy protection in the future or, if any tenants do file, that they will continue to make rental payments in a timely manner. See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”. See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” for information regarding bankruptcy issues with respect to certain mortgage loans.

Sale-Leaseback Transactions Also Have Risks

The Bushwick Avenue Portfolio—871 Bushwick Avenue mortgaged property (1.2%) was the subject of a sale-leaseback transaction in connection with the acquisition of such property by the related borrower. Such mortgaged property are leased to a tenant, who is the former owner of the mortgaged property, pursuant to a space lease or a ground lease.  We cannot assure you that any of such tenants will not file for bankruptcy protection.

A bankruptcy with respect to a tenant in a sale-leaseback transaction could result in the related lease being recharacterized as a loan from the borrower to the tenant.  If the lease were recharacterized as a loan, the lease would be a deemed loan and the tenant would gain a number of potential benefits in a bankruptcy case.  The tenant could retain possession of the mortgaged property during the pendency of its bankruptcy case without having to comply with the ongoing post-petition rent requirements of section 365(d)(3) of the Bankruptcy Code, which requires a tenant to start paying rent within 60 days following the commencement of its bankruptcy case, while deciding whether to assume or reject a lease of nonresidential real property.  The tenant desiring to remain in possession of the mortgaged property would not have to assume the lease within 210 days following the commencement of its bankruptcy case pursuant to section 365(d)(4) of the Bankruptcy Code or comply with the conditions precedent to assumption, including curing all defaults, compensating for damages and giving adequate assurance of future performance.  To the extent the deemed loan is under-secured, the tenant would be able to limit the secured claim to the then-current value of the mortgaged property and treat the balance as a general unsecured claim.  The tenant also might assert that the entire claim on the deemed loan is an unsecured claim.  In Liona Corp., Inc. v. PCH Associates (In re PCH Associates), 949 F.2d 585 (2d Cir. 1991), the court considered the effect of recharacterizing a sale-leaseback transaction as a financing rather than a true lease.  The court held that the landlord’s record title to the leased property should be treated as an equitable mortgage securing the

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deemed loan.  Under the reasoning of that case, if a lease were recharacterized as a loan, the related borrower would have a claim against the tenant secured by an equitable mortgage.  That secured claim has been collaterally assigned to the mortgagees. However, the legal authority considering the effects of such a recharacterization is limited, and we cannot assure you that a bankruptcy court would follow the reasoning of the PCH Associates case.

There is also a risk that a tenant that files for bankruptcy protection may reject the related lease.  Pursuant to section 502(b)(6) of the Bankruptcy Code, a lessor’s damages for lease rejection are limited to the amount owed for the unpaid rent reserved under the lease for the periods prior to the bankruptcy petition (or earlier surrender of the leased premises) which are unrelated to the rejection, plus the greater of one year’s rent or 15% of the remaining rent reserved under the lease (but not to exceed three years’ rent).

It is likely that each lease constitutes an “unexpired lease” for purposes of the Bankruptcy Code.  Federal bankruptcy law provides generally that rights and obligations under an unexpired lease of a debtor may not be terminated or modified at any time after the commencement of a case under the Bankruptcy Code solely on the basis of a provision in such contract to such effect or because of certain other similar events.  This prohibition on so called “ipso facto clauses” could limit the ability of a borrower to exercise certain contractual remedies with respect to a lease.  In addition, the Bankruptcy Code provides that a trustee in bankruptcy or debtor in possession may, subject to approval of the court, (a) assume an unexpired lease and (i) retain it or (ii) unless applicable law excuses a party other than the debtor from accepting performance from or rendering performance to an entity other than the debtor, assign it to a third party (notwithstanding any other restrictions or prohibitions on assignment) or (b) reject such contract.  In a bankruptcy case of a tenant, if the lease were to be assumed, the trustee in bankruptcy on behalf of the tenant, or the tenant as debtor in possession, or the assignee, if applicable, must cure any defaults under the lease, compensate the related borrower for its losses and provide such borrower with “adequate assurance” of future performance.  Such remedies may be insufficient, however, as the borrower may be forced to continue under the lease with a tenant that is a poor credit risk or an unfamiliar tenant if the lease was assigned (if applicable state law does not otherwise prevent such an assignment), and any assurances provided to the borrower may, in fact, be inadequate.  If the lease is rejected, such rejection generally constitutes a breach of the lease immediately before the date of the filing of the petition.  As a consequence, the borrower would have only an unsecured claim against the tenant for damages resulting from such breach, which could adversely affect the security for the certificates.

Furthermore, there is likely to be a period of time between the date upon which a tenant files a bankruptcy petition and the date upon which the lease is assumed or rejected. Although the tenant is obligated to make all lease payments within 60 days following the commencement of the bankruptcy case, there is a risk that such payments will not be made due to the tenant’s poor financial condition. If the lease is rejected, the lessor will be treated as an unsecured creditor with respect to its claim for damages for termination of the lease and the borrower must re-let the mortgaged property before the flow of lease payments will recommence. In addition, pursuant to section 502(b)(6) of the Bankruptcy Code, a lessor’s damages for lease rejection are limited to the amount owed for the unpaid rent reserved under the lease for the periods prior to the bankruptcy petition (or earlier surrender of the leased premises) which are unrelated to the rejection, plus the greater of one year’s rent or 15% of the remaining rent reserved under the lease (but not to exceed three years’ rent).

As discussed above, bankruptcy courts, in the exercise of their equitable powers, have the authority to recharacterize a lease as a financing.  We cannot assure you such recharacterization would not occur with respect to the one (1) mortgage loan that is subject to a sale-leaseback transaction.

The application of any of these doctrines to any one of the sale-leaseback transactions could result in substantial, direct and material impairment of the rights of the certificateholders.

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Leases That Are Not Subordinated to the Lien of the Mortgage or Do Not Contain Attornment Provisions May Have an Adverse Impact at Foreclosure

In certain jurisdictions, if tenant leases are subordinated to the liens created by the mortgage but do not contain attornment provisions that require the tenant to subordinate the lease if the mortgagee agrees to enter into a non-disturbance agreement, the tenants may terminate their leases upon the transfer of the property to a foreclosing lender or purchaser at foreclosure. Accordingly, if a mortgaged property is located in such a jurisdiction and is leased to one or more desirable tenants under leases that are subordinate to the mortgage and do not contain attornment provisions, such mortgaged property could experience a further decline in value if such tenants’ leases were terminated. This is particularly likely if those tenants were paying above-market rents or could not be replaced. If a lease is not subordinate to a mortgage, the issuing entity will not possess the right to dispossess the tenant upon foreclosure of the mortgaged property (unless otherwise agreed to with the tenant). Also, if the lease contains provisions inconsistent with the mortgage (e.g., provisions relating to application of insurance proceeds or condemnation awards) or which could affect the enforcement of the lender’s rights (e.g., a right of first refusal to purchase the property), the provisions of the lease will take precedence over the provisions of the mortgage. Not all leases were reviewed to ascertain the existence of attornment or subordination provisions.

With respect to certain of the mortgage loans, the related borrower may have given to certain tenants or others an option to purchase, a right of first refusal and/or a right of first offer to purchase all or a portion of the mortgaged property in the event a sale is contemplated, and such right is not subordinate to the related mortgage. This may impede the mortgagee’s ability to sell the related mortgaged property at foreclosure, or, upon foreclosure, this may affect the value and/or marketability of the related mortgaged property. See “Description of the Mortgage Pool—Tenant Issues—Purchase Options and Rights of First Refusal” for information regarding material purchase options and/or rights of first refusal, if any, with respect to mortgaged properties securing certain mortgage loans.

Early Lease Termination Options May Reduce Cash Flow

Leases often give tenants the right to terminate the related lease, abate or reduce the related rent, and/or exercise certain remedies against the related borrower for various reasons or upon various conditions, including:

● if the borrower for the applicable mortgaged property allows uses at the mortgaged property in violation of use restrictions in current tenant leases,

● if the borrower or any of its affiliates owns other properties within a certain radius of the mortgaged property and allows uses at those properties in violation of use restrictions,

● if the related borrower fails to provide a designated number of parking spaces,

● if there is construction at the related mortgaged property or an adjacent property (whether or not such adjacent property is owned or controlled by the borrower or any of its affiliates) that may interfere with visibility of, access to or a tenant’s use of the mortgaged property or otherwise violate the terms of a tenant’s lease,

● upon casualty or condemnation with respect to all or a portion of the mortgaged property that renders such mortgaged property unsuitable for a tenant’s use or if the borrower fails to rebuild such mortgaged property within a certain time,

● if a tenant’s use is not permitted by zoning or applicable law,

● if the tenant is unable to exercise an expansion right,

● if the landlord defaults on its obligations under the lease,

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● if a landlord leases space at the mortgaged property or within a certain radius of the mortgaged property to a competitor,

● if the tenant fails to meet certain sales targets or other business objectives for a specified period of time,

● if significant tenants at the subject property go dark or terminate their leases, or if a specified percentage of the mortgaged property is unoccupied,

● if the landlord violates the tenant’s exclusive use rights for a specified period of time,

● if the related borrower violates covenants under the related lease or if third parties take certain actions that adversely affect such tenants’ business or operations,

● in the case of government sponsored tenants, any time or for lack of appropriations, or

● if the related borrower violates covenants under the related lease or if third parties take certain actions that adversely affect such tenants’ business or operations.

In certain cases, compliance or satisfaction of landlord covenants may be the responsibility of a third party affiliated with the borrower or, in the event that partial releases of the applicable mortgaged property are permitted, an unaffiliated or affiliated third party.

Any exercise of a termination right by a tenant at a mortgaged property could result in vacant space at the related mortgaged property, renegotiation of the lease with the related tenant or re-letting of the space. Any such vacated space may not be re-let. Furthermore, such foregoing termination and/or abatement rights may arise in the future or materially adversely affect the related borrower’s ability to meet its obligations under the related mortgage loan documents. See “Description of the Mortgage Pool—Tenant Issues—Lease Expirations and Terminations” for information on material tenant lease expirations and early termination options.

Mortgaged Properties Leased to Not-for-Profit Tenants Also Have Risks

Certain mortgaged properties may have tenants that are charitable institutions that generally rely on contributions from individuals and government grants or other subsidies to pay rent on office space and other operating expenses. We cannot assure you that the rate, frequency and level of individual contributions or governmental grants and subsidies will continue with respect to any such institution. A reduction in contributions or grants may impact the ability of the related institution to pay rent, and we cannot assure you that the related borrower will be in a position to meet its obligations under the related mortgage loan documents if such tenant fails to pay its rent.

Office Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial, Multifamily and Manufactured Housing Lending Generally” and “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases” above, other factors may adversely affect the financial performance and value of office properties, including:

● the quality of an office building’s tenants;

● an economic decline in the business operated by the tenant;

● the physical attributes of the building in relation to competing buildings (e.g., age, condition, design, appearance, access to transportation and ability to offer certain amenities, such as sophisticated building systems and/or business wiring requirements);

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● the physical attributes of the building with respect to the technological needs of the tenants, including the adaptability of the building to changes in the technological needs of the tenants;

● the diversity of an office building’s tenants (or reliance on a single or dominant tenant);

● an adverse change in population, patterns of telecommuting or sharing of office space, and employment growth (which creates demand for office space);

● the desirability of the area as a business location; and

● the strength and nature of the local economy, including labor costs and quality, tax environment and quality of life for employees.

In the case of medical office properties, the performance of a medical office property may depend on (a) the proximity of such property to a hospital or other healthcare establishment, (b) reimbursements for patient fees from private or government sponsored insurers, (c) its ability to attract doctors and nurses to be on staff, and (d) its ability to afford and acquire the latest medical equipment. Issues related to reimbursement (ranging from nonpayment to delays in payment) from such insurers could adversely impact cash flow at medical office properties. Furthermore, the healthcare industry is highly regulated by federal, state and/or local authorities. Any change in applicable laws and regulations, as well as the costs and administrative burdens associated with complying with applicable laws and regulations, may adversely affect the operating income of medical office properties and the property values of such properties and the related borrower’s ability to make debt service payments on the related mortgage loan.

Moreover, the cost of refitting office space for a new tenant is often higher than the cost of refitting other types of properties for new tenants.

If one or more major tenants at a particular office property were to close or remain vacant, we cannot assure you that such tenants would be replaced in a timely manner or without incurring material additional costs to the related borrower and resulting in an adverse effect on the financial performance of the property.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Office Properties”.

Retail Properties Have Special Risks

The value of retail properties is significantly affected by the quality of the tenants as well as fundamental aspects of real estate, such as location and market demographics, as well as changes in shopping methods and choices. Some of the risks related to these matters are further described in “—Risks of Commercial, Multifamily and Manufactured Housing Lending Generally” and “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases” above, and “—Changes in the Retail Sector, Such as Online Shopping and Other Uses of Technology, Could Affect the Business Models and Viability of Retailers”, “—The Performance of the Retail Properties is Subject to Conditions Affecting the Retail Sector” and “—Some Retail Properties Depend on Anchor Stores or Major Tenants to Attract Shoppers and Could be Materially Adversely Affected by the Loss of, or a Store Closure by, One or More of These Anchor Stores or Major Tenants” below.

Rental payments from tenants of retail properties typically comprise the largest portion of the net operating income of those mortgaged properties. We cannot assure you that the net operating income contributed by the mortgaged retail properties or the rates of occupancy at the retail stores will remain at the levels specified in this prospectus or remain consistent with past performance. In addition, some or all of the rental payments from tenants may be tied to that tenant’s gross sales, so the success of that tenant’s business directly correlates to the value of the retail property. To the extent that a tenant changes the manner in which its gross sales are reported it could result in lower rent paid by that tenant. For example, if a tenant takes into account customer returns of merchandise purchased online and reduces the gross sales, this could result in lower gross sales relative to gross sales previously reported at that location even if the actual performance of the store remained unchanged.

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Changes in the Retail Sector, Such as Online Shopping and Other Uses of Technology, Could Affect the Business Models and Viability of Retailers

Online shopping and the use of technology, such as smartphone shopping applications, to transact purchases or to aid purchasing decisions have increased in recent years and are expected to continue to increase in the future. This trend is affecting business models, sales and profitability of some retailers and could adversely affect the demand for retail real estate and occupancy at retail properties securing the mortgage loans. Any resulting decreases in rental revenue could have a material adverse effect on the value of retail properties securing the mortgage loans.

Some of these developments in the retail sector have led to retail companies, including several national retailers, filing for bankruptcy and/or voluntarily closing certain of their stores. Borrowers may be unable to re-lease such space or to re-lease it on comparable or more favorable terms. As a result, the bankruptcy or closure of a national tenant may adversely affect a retail borrower’s revenues. In addition, such closings may allow other tenants to modify their leases to terms that are less favorable for borrowers or to terminate their leases, also adversely impacting their revenues. See also “—Some Retail Properties Depend on Anchor Stores or Major Tenants to Attract Shoppers and Could be Materially Adversely Affected by the Loss of, or a Store Closure by, One or More of These Anchor Stores or Major Tenants” below.

In addition to competition from online shopping, retail properties face competition from sources outside a specific geographical real estate market. For example, all of the following compete with more traditional retail properties for consumer dollars: factory outlet centers, discount shopping centers and clubs, catalogue retailers, home shopping networks, and telemarketing. Continued growth of these alternative retail outlets (which often have lower operating costs) could adversely affect the rents collectible at the retail properties included in the pool of mortgage loans, as well as the income from, and market value of, the mortgaged properties and the related borrower’s ability to refinance such property. Moreover, additional competing retail properties may be built in the areas where the retail properties are located.

We cannot assure you that these developments in the retail sector will not adversely affect the performance of retail properties securing the mortgage loans.

The Performance of the Retail Properties is Subject to Conditions Affecting the Retail Sector

Retail properties are also subject to conditions that could negatively affect the retail sector, such as increased unemployment, increased federal income and payroll taxes, increased health care costs, increased state and local taxes, increased real estate taxes, industry slowdowns, lack of availability of consumer credit, weak income growth, increased levels of consumer debt, poor housing market conditions, adverse weather conditions, natural disasters, plant closings, and other factors. Similarly, local real estate conditions, such as an oversupply of, or a reduction in demand for, retail space or retail goods, and the supply and creditworthiness of current and prospective tenants may negatively impact those retail properties.

In addition, the limited adaptability of certain shopping malls that have proven unprofitable may result in high (and possibly extremely high) loss severities on mortgage loans secured by those shopping malls. For example, it is possible that a significant amount of advances made by the applicable servicer(s) of a mortgage loan secured by a shopping mall property, combined with low liquidation proceeds in respect of that property, may result in a loss severity exceeding 100% of the outstanding principal balance of that mortgage loan.

Some Retail Properties Depend on Anchor Stores or Major Tenants to Attract Shoppers and Could be Materially Adversely Affected by the Loss of, or a Store Closure by, One or More of These Anchor Stores or Major Tenants

The presence or absence of an “anchor tenant” or a “shadow anchor tenant” in or near a retail property also can be important to the performance of a retail property because anchors play a key role in generating customer traffic and making a retail property desirable for other tenants. Retail properties may also have shadow anchor tenants. An “anchor tenant” is located on the related mortgaged property, usually

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proportionately larger in size than most or all other tenants in the mortgaged property, and is vital in attracting customers to a retail property. A “shadow anchor tenant” is usually proportionally larger in size than most tenants in the mortgaged property, is important in attracting customers to a retail property and is located sufficiently close and convenient to the mortgaged property so as to influence and attract potential customers, but is not located on the mortgaged property.

If anchor stores in a mortgaged property were to close, the related borrower may be unable to replace those anchors in a timely manner or without suffering adverse economic consequences. In addition, anchor tenants and non-anchor tenants at anchored or shadow anchored retail centers may have co-tenancy clauses and/or operating covenants in their leases or operating agreements that permit those tenants or anchor stores to cease operating, reduce rent or terminate their leases if the anchor or shadow anchor tenant goes dark or if the subject store is not meeting the minimum sales requirement under its lease. Even if non-anchor tenants do not have termination or rent abatement rights, the loss of an anchor tenant or a shadow anchor tenant may have a material adverse impact on the non-anchor tenant’s ability to operate because the anchor or shadow anchor tenant plays a key role in generating customer traffic and making a center desirable for other tenants. This, in turn, may adversely impact the borrower’s ability to meet its obligations under the related mortgage loan. In addition, in the event that a “shadow anchor” fails to renew its lease, terminates its lease or otherwise ceases to conduct business within a close proximity to the mortgaged property, customer traffic at the mortgaged property may be substantially reduced. If an anchor tenant goes dark, generally the borrower’s only remedy may be to terminate that lease after the anchor tenant has been dark for a specified amount of time.

If anchor tenants or shadow anchor tenants at a particular mortgaged property were to close or otherwise become vacant or remain vacant, we cannot assure you that the related borrower’s ability to repay its mortgage loan would not be materially and adversely affected.

Certain anchor tenant and tenant estoppels will have been obtained in connection with the origination of the mortgage loans. These estoppels may identify disputes between the related borrower and the applicable anchor tenant or tenant, or alleged defaults or potential defaults by the applicable property owner under the lease or a reciprocal easement and/or operating agreement (each, an “REA”). Such disputes, defaults or potential defaults, could lead to a termination or attempted termination of the applicable lease or REA by the anchor tenant or tenant or to the tenant withholding some or all of its rental payments or to litigation against the related borrower. We cannot assure you that the anchor tenant or tenant estoppels obtained identify all potential disputes that may arise with respect to the mortgaged retail properties, or that anchor tenant or tenant disputes will not have a material adverse effect on the ability of borrowers to repay their mortgage loans.

Certain retail properties have specialty use tenants. See “—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” below.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Retail Properties”.

Industrial Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial, Multifamily and Manufactured Housing Lending Generally” and “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases” above, other factors may adversely affect the financial performance and value of industrial properties, including:

● reduced demand for industrial space because of a decline in a particular industry segment;

● the property becoming functionally obsolete;

● building design and adaptability;

● unavailability of labor sources;

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● changes in access, energy prices, strikes, relocation of highways, the construction of additional highways or other factors;

● changes in proximity of supply sources;

● the expenses of converting a previously adapted space to general use;

● the location of the property; and

● the property may be leased pursuant to a master lease with the related borrower.

Industrial properties may be adversely affected by reduced demand for industrial space occasioned by a decline in a particular industry segment in which the related tenant(s) conduct their businesses (for example, a decline in consumer demand for products sold by a tenant using the property as a distribution center). In addition, a particular industrial or warehouse property that suited the needs of its original tenant may be difficult to relet to another tenant or may become functionally obsolete relative to newer properties. Furthermore, lease terms with respect to industrial properties are generally for shorter periods of time and may result in a substantial percentage of leases expiring in the same year at any particular industrial property. In addition, mortgaged properties used for many industrial purposes are more prone to environmental concerns than other property types.

Aspects of building site design and adaptability affect the value of an industrial property. Site characteristics that are generally desirable to a warehouse/industrial property include high clear ceiling heights, wide column spacing, a large number of bays (loading docks) and large bay depths, divisibility, a layout that can accommodate large truck minimum turning radii and overall functionality and accessibility.

In addition, because of unique construction requirements of many industrial properties, any vacant industrial property space may not be easily converted to other uses. Thus, if the operation of any of the industrial properties becomes unprofitable due to competition, age of the improvements or other factors such that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that industrial property may be substantially less, relative to the amount owing on the related mortgage loan, than would be the case if the industrial property were readily adaptable to other uses.

Location is also important because an industrial property requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels.

Further, certain of the industrial properties may have tenants that are subject to risks unique to their business, such as cold storage facilities. Cold storage facilities may have unique risks such as short lease terms due to seasonal use, making income potentially more volatile than for properties with longer term leases, and customized refrigeration design, rendering such facilities less readily convertible to alternative uses. Because of seasonal use, leases at such facilities are customarily for shorter terms, making income potentially more volatile than for properties with longer term leases. In addition, such facilities require customized refrigeration design, rendering them less readily convertible to alternative uses.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Industrial Properties”.

Multifamily Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial, Multifamily and Manufactured Housing Lending Generally” above, other factors may adversely affect the financial performance and value of multifamily properties, including:

● the physical attributes of the apartment building such as its age, condition, design, appearance, access to transportation and construction quality;

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● the quality of property management;

● the ability of management to provide adequate maintenance and insurance;

● the types of services or amenities that the property provides;

● the property’s reputation;

● the level of mortgage interest rates, which may encourage tenants to purchase rather than lease housing;

● the generally short terms of residential leases and the need for continued reletting;

● rent concessions and month-to-month leases, which may impact cash flow at the property;

● the presence of competing properties and residential developments in the local market;

● the tenant mix, such as the tenant population being predominantly students or being heavily dependent on workers from a particular business or industry or personnel from or workers related to a local military base or oil and/or gas drilling industries;

● outstanding building code violations or tenant complaints at the property;

● in the case of student housing facilities or properties leased primarily to students, which may be more susceptible to damage or wear and tear than other types of multifamily housing, the reliance on the financial well-being of the college or university to which it relates, competition from on campus housing units and new competitive student housing properties, which may adversely affect occupancy, the physical layout of the housing, which may not be readily convertible to traditional multifamily use, and that student tenants have a higher turnover rate than other types of multifamily tenants, which in certain cases is compounded by the fact that student leases are available for periods of less than 12 months;

● certain multifamily properties may be considered to be “flexible apartment properties”. Such properties have a significant percentage of units leased to tenants under short-term leases (less than one year in term), which creates a higher turnover rate than for other types of multifamily properties;

● restrictions on the age of tenants who may reside at the property;

● dependence upon governmental programs that provide rent subsidies to tenants pursuant to tenant voucher programs, which vouchers may be used at other properties and influence tenant mobility;

● adverse local, regional or national economic conditions, which may limit the amount of rent that may be charged and may result in a reduction of timely rent payments or a reduction in occupancy levels;

● state and local regulations, which may affect the building owner’s ability to increase rent to market rent for an equivalent apartment; and

● the existence of government assistance/rent subsidy programs, and whether or not they continue and provide the same level of assistance or subsidies.

Certain of the mortgage loans are secured by multifamily properties that have been the site of criminal activities. Perceptions by prospective tenants of the safety and reputation of the mortgaged real property may influence the cash flow produced by these mortgaged properties, particularly in the case of student housing facilities or properties leased primarily to students. In addition, litigation may be brought against a borrower in connection with any criminal activities that occur at the related mortgaged property.

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Certain states regulate the relationship of an owner and its tenants. Commonly, these laws require a written lease, good cause for eviction, disclosure of fees, and notification to residents of changed land use, while prohibiting unreasonable rules, retaliatory evictions, and restrictions on a resident’s choice of unit vendors. Apartment building owners have been the subject of suits under state “Unfair and Deceptive Practices Acts” and other general consumer protection statutes for coercive, abusive or unconscionable leasing and sales practices. A few states offer more significant protection. For example, there are provisions that limit the bases on which a landlord may terminate a tenancy or increase its rent or prohibit a landlord from terminating a tenancy solely by reason of the sale of the owner’s building.

In addition to state regulation of the landlord tenant relationship, numerous counties and municipalities impose rent control on apartment buildings. These ordinances may limit rent increases to fixed percentages, to percentages of increases in the consumer price index, to increases set or approved by a governmental agency, or to increases determined through mediation or binding arbitration. Any limitations on a borrower’s ability to raise property rents may impair such borrower’s ability to repay its multifamily loan from its net operating income or the proceeds of a sale or refinancing of the related multifamily property.

Certain of the mortgage loans may be secured in the future by mortgaged properties that are subject to certain affordable housing covenants and other covenants and restrictions with respect to various tax credit, city, state and federal housing subsidies, rent stabilization or similar programs, in respect of various units within the mortgaged properties. The limitations and restrictions imposed by these programs could result in losses on the mortgage loans. In addition, in the event that the program is cancelled, it could result in less income for the project. These programs may include, among others:

● rent limitations that would adversely affect the ability of borrowers to increase rents to maintain the condition of their mortgaged properties and satisfy operating expense; and

● tenant income restrictions that may reduce the number of eligible tenants in those mortgaged properties and result in a reduction in occupancy rates.

The difference in rents between subsidized or supported properties and other multifamily rental properties in the same area may not be a sufficient economic incentive for some eligible tenants to reside at a subsidized or supported property that may have fewer amenities or be less attractive as a residence. As a result, occupancy levels at a subsidized or supported property may decline, which may adversely affect the value and successful operation of such property.

In addition, some counties and municipalities may later impose stricter rent control regulations on apartment buildings. For example, the Housing Stability and Tenant Protection Act of 2019 (the “HSTP ACT”), among other things, limits the ability of landlords to increase rents in rent stabilized apartments at the time of lease renewal and after a vacancy. The HSTP Act also limits potential rent increases for major capital improvements and for individual apartment improvements. In addition, the HSTP Act permits certain qualified localities in the State of New York to implement the rent stabilization system. In particular, the impact of the HSTP Act on the appraised value of mortgaged real properties located in the City of New York that have significant numbers of rent stabilized units, such as the East Village Multifamily Portfolio Mortgaged Properties (2.9%), is uncertain.

We cannot assure you that the rent stabilization laws or regulations will not cause a reduction in rental income or the appraised value of mortgage real properties. If rents are reduced, we cannot assure you that any such mortgaged real property will be able to generate sufficient cash flow to satisfy debt service payments and operating expenses.

Certain of the multifamily properties may be residential cooperative buildings and the land under the building are owned or leased by a non-profit residential cooperative corporation. The cooperative owns all the units in the building and all common areas. Its tenants own stock, shares or membership certificates in the corporation. This ownership entitles the tenant-stockholders to proprietary leases or occupancy agreements which confer exclusive rights to occupy specific units. Generally, the tenant-stockholders make monthly maintenance payments which represent their share of the cooperative corporation’s mortgage loan payments, real property taxes, reserve contributions and capital expenditures, maintenance and other

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expenses, less any income the corporation may receive. These payments are in addition to any payments of principal and interest the tenant-stockholder may be required to make on any loans secured by its shares in the cooperative.

A number of factors may adversely affect the value and successful operation of a residential cooperative property. Some of these factors include:

● the primary dependence of a borrower upon maintenance payments and any rental income from units or commercial areas to meet debt service obligations;

● the initial concentration of shares relating to occupied rental units of the borrower sponsor, owner or investor after conversion from rental housing, which may result in an inability to meet debt service obligations on the residential cooperative corporation’s mortgage loan if the borrower sponsor, owner or investor is unable to make the required maintenance payments;

● the failure of a borrower to qualify for favorable tax treatment as a “cooperative housing corporation” each year, which may reduce the cash flow available to make payments on the related mortgage loan; and

● that, upon foreclosure, in the event a cooperative property becomes a rental property, certain units could be subject to rent control, stabilization and tenants’ rights laws, at below market rents, which may affect rental income levels and the marketability and sale proceeds of the rental property as a whole.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Multifamily Properties”.

Hospitality Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial, Multifamily and Manufactured Housing Lending Generally” above, various other factors may adversely affect the financial performance and value of hospitality properties, including:

● adverse economic and social conditions, either local, regional or national (which may limit the amount that can be charged for a room and reduce occupancy levels);

● the quality of hospitality property management;

● the presence or construction of competing hotels or resorts;

● continuing expenditures for modernizing, refurbishing and maintaining existing facilities prior to the expiration of their anticipated useful lives;

● ability to convert to alternative uses which may not be readily made;

● the lack of a franchise affiliation or the loss of a franchise affiliation or a deterioration in the reputation of a franchise;

● a deterioration in the financial strength or managerial capabilities of the owner or operator of a hospitality property;

● changes in travel patterns caused by general adverse economic conditions, fear of terrorist attacks, adverse weather conditions and changes in access, energy prices, strikes, travel costs, relocation of highways, the construction of additional highways, concerns about travel safety or other factors;

● whether management contracts or franchise agreements are renewed or extended upon expiration;

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● desirability of particular locations;

● location, quality and management company or franchise affiliation, each of which affects the economic performance of a hospitality property; and

● relative illiquidity of hospitality investments which limits the ability of the borrowers and property managers to respond to changes in economic or other conditions.

Because rooms are generally rented for short periods of time, the financial performance of hospitality properties tends to be affected by adverse economic conditions and competition more quickly than other commercial properties. Additionally, as a result of high operating costs, relatively small decreases in revenue can cause significant stress on a property’s cash flow.

Moreover, the hospitality and lodging industry is generally seasonal in nature and different seasons affect different hospitality properties differently depending on type and location. This seasonality can be expected to cause periodic fluctuations in a hospitality property’s room and restaurant revenues, occupancy levels, room rates and operating expenses. We cannot assure you that cash flow will be sufficient to offset any shortfalls that occur at the mortgaged property during slower periods or that the related mortgage loans provide for seasonality reserves, or if seasonality reserves are provided for, that such reserves will be funded or will be sufficient or available to fund such shortfalls.

In addition, some of the hospitality properties are limited-service, select service or extended stay hotels. Hospitality properties that are limited-service, select service or extended stay hotels may subject a lender to more risk than full-service hospitality properties as they generally require less capital for construction than full-service hospitality properties. In addition, as limited-service, select service or extended stay hotels generally offer fewer amenities than full-service hospitality properties, they are less distinguishable from each other. As a result, it is easier for limited-service, select service or extended stay hotels to experience increased or unforeseen competition.

In addition to hotel operations, some hospitality properties also operate entertainment complexes that include restaurants, lounges, nightclubs and/or banquet and meeting spaces and may derive a significant portion of the related property’s revenue from such operations. Consumer demand for entertainment resorts is particularly sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences could be driven by factors such as perceived or actual general economic conditions, high energy, fuel and food costs, the increased cost of travel, the weakened job market, perceived or actual disposable consumer income and wealth, fears of recession and changes in consumer confidence in the economy, or fears of war and future acts of terrorism. These factors could reduce consumer demand for the leisure activities that the property offers, thus imposing practical limits on pricing and harming operations. Restaurants and nightclubs are particularly vulnerable to changes in consumer preferences. In addition, a nightclub’s, restaurant’s or bar’s revenue is extremely dependent on its popularity and perception. These characteristics are subject to change rapidly and we cannot assure you that any of a hospitality property’s nightclubs, restaurants or bars will maintain their current level of popularity or perception in the market. Any such change could have a material adverse effect on the net cash flow of the property.

Some of the hospitality properties have liquor licenses associated with the mortgaged property. The liquor licenses for these mortgaged properties are generally held by affiliates of the related borrowers, unaffiliated managers or operating lessees. The laws and regulations relating to liquor licenses generally prohibit the transfer of such licenses to any person, or condition such transfer on the prior approval of the governmental authority that issued the license. In the event of a foreclosure of a hospitality property that holds a liquor license, the special servicer on behalf of the issuing entity or a purchaser in a foreclosure sale would likely have to apply for a new license, which might not be granted or might be granted only after a delay that could be significant. We cannot assure you that a new license could be obtained promptly or at all. The lack of a liquor license in a hospitality property could have an adverse impact on the revenue from the related mortgaged property or on the hospitality property’s occupancy rate.

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In addition, there may be risks associated with hospitality properties that have not entered into or become a party to any franchise agreement, license agreement or other “flag”. Hospitality properties often enter into these types of agreements in order to align the hospitality property with a certain public perception or to benefit from a centralized reservation system. We cannot assure you that hospitality properties that lack such benefits will be able to operate successfully on an independent basis.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Hospitality Properties”.

Risks Relating to Affiliation with a Franchise or Hotel Management Company

The performance of a hospitality property affiliated with a franchise or hotel management company depends in part on:

● the continued existence and financial strength of the franchisor or hotel management company;

● the public perception of the franchise or hotel chain service mark; and

● the duration of the franchise licensing or management agreements.

The continuation of a franchise agreement, license agreement or management agreement is subject to specified operating standards and other terms and conditions set forth in such agreements. The failure of a borrower to maintain such standards or adhere to other applicable terms and conditions, such as property improvement plans, could result in the loss or cancellation of their rights under the franchise, license or management agreement. We cannot assure you that a replacement franchise could be obtained in the event of termination or that such replacement franchise affiliation would be of equal quality to the terminated franchise affiliation. In addition, replacement franchises, licenses and/or hospitality property managers may require significantly higher fees as well as the investment of capital to bring the hospitality property into compliance with the requirements of the replacement franchisor, licensor and/or hospitality property managers. Any provision in a franchise agreement, license agreement or management agreement providing for termination because of a bankruptcy of a franchisor, licensor or manager generally will not be enforceable.

The transferability of franchise agreements, license agreements and the property management agreements is restricted. In the event of a foreclosure, the lender may not have the right to use the franchise license without the franchisor’s consent or the manager might be able to terminate the management agreement. Conversely, in the case of certain mortgage loans, the lender may be unable to remove a franchisor/licensor or a hotel management company that it desires to replace following a foreclosure and, further, may be limited as regards the pool of potential transferees for a foreclosure or real estate owned property.

In some cases where a hospitality property is subject to a license, franchise or management agreement, the licensor, franchisor or property manager has required or may in the future require the completion of various repairs and/or renovations pursuant to a property improvement plan issued by the licensor, franchisor or property manager. See “Description of the Mortgage Pool—Redevelopment, Renovation and Expansion”. Failure to complete those repairs and/or renovations in accordance with the plan could result in the hospitality property losing its license or franchise or result in termination of the management agreement. Annex A-1 and the related footnotes set forth the amount of reserves, if any, established under the related mortgage loans in connection with any of those repairs and/or renovations. We cannot assure you that any amounts reserved will be sufficient to complete the repairs and/or renovations required with respect to any affected hospitality property. In addition, in some cases, those reserves will be maintained by the licensor, franchisor or property manager. Furthermore, the lender may not require a reserve for repairs and/or renovations in all instances.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Hospitality Properties”.

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Mixed Use Properties Have Special Risks

Certain properties are mixed use properties. Such mortgaged properties are subject to the risks relating to the property types described in “—Office Properties Have Special Risks”, “—Retail Properties Have Special Risks” and “—Multifamily Properties Have Special Risks”. See Annex A-2 for the 5 largest tenants (by net rentable area leased) at each mixed use property. A mixed use property may be subject to additional risks, including the property manager’s inexperience in managing the different property types that comprise such mixed use property.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Mixed Use Properties”.

Self-Storage Properties Have Special Risks

In addition to the factors discussed in “—Risks of Commercial, Multifamily and Manufactured Housing Lending Generally” above, other factors may adversely affect the financial performance and value of self-storage properties, including:

● decreased demand;

● lack of proximity to apartment complexes or commercial users;

● apartment tenants moving to single family homes;

● decline in services rendered, including security;

● dependence on business activity ancillary to renting units;

● security concerns;

● age of improvements; and

● competition or other factors.

Self-storage properties are considered vulnerable to competition, because both acquisition costs and break-even occupancy are relatively low. The conversion of self-storage facilities to alternative uses would generally require substantial capital expenditures. Thus, if the operation of any of the self-storage properties becomes unprofitable, the liquidation value of that self-storage mortgaged property may be substantially less, relative to the amount owing on the mortgage loan, than if the self-storage mortgaged property were readily adaptable to other uses.

Tenants at self-storage properties tend to require and receive privacy, anonymity and efficient access, each of which may heighten environmental and other risks related to such property as the borrower may be unaware of the contents in any self-storage unit. No environmental assessment of a self-storage mortgaged property included an inspection of the contents of the self-storage units at that mortgaged property, and there is no assurance that all of the units included in the self-storage mortgaged properties are free from hazardous substances or other pollutants or contaminants or will remain so in the future.

Certain mortgage loans secured by self-storage properties may be affiliated with a franchise company through a franchise agreement. The performance of a self-storage property affiliated with a franchise company may be affected by the continued existence and financial strength of the franchisor, the public perception of a service mark, and the duration of the franchise agreement. The transferability of franchise license agreements is restricted. In the event of a foreclosure, the lender or its agent would not have the right to use the franchise license without the franchisor’s consent. In addition, certain self-storage properties may derive a material portion of revenue from business activities ancillary to self-storage such as truck rentals, parking fees and similar activities which require special use permits or other discretionary zoning approvals.

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See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types— Self-Storage Properties”.

Leased Fee Properties Have Special Risks

Land subject to a ground lease presents special risks. In such cases, where the borrower owns the fee interest but not the related improvements, such borrower will only receive the rental income from the ground lease and not from the operation of any related improvements. Any default by the ground lessee would adversely affect the borrower’s ability to make payments on the related mortgage loan. While ground leases may contain certain restrictions on the use and operation of the related mortgaged property, the ground lessee generally enjoys the rights and privileges of a fee owner, including the right to construct, alter and remove improvements and fixtures from the land and to assign and sublet the ground leasehold interest. However, the borrower has the same risk of interruptions in cash flow if such ground lessee defaults under its lease as it would on another single tenant commercial property, without the control over the premises that it would ordinarily have as landlord. In addition, in the event of a condemnation, the borrower would only be entitled to an allocable share of the condemnation proceeds. Furthermore, the insurance requirements are often governed by the terms of the ground lease and, in some cases, certain tenants or subtenants may be allowed to self-insure. The ground lessee is commonly permitted to mortgage its ground leasehold interest, and the leasehold lender will often have notice and cure rights with respect to material defaults under the ground lease. In addition, leased fee interests are less frequently purchased and sold than other interests in commercial real property. It may be difficult for the issuing entity, if it became a foreclosing lender, to sell the fee interests if the tenant and its improvements remain on the land. In addition, if the improvements are nearing the end of their useful life, there could be a risk that the tenant defaults in lieu of performing any obligations it may otherwise have to raze the structure and return the land in raw form to the developer. Furthermore, leased fee interests are generally subject to the same risks associated with the property type of the ground lessee’s use of the premises because that use is a source of revenue for the payment of ground rent.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Retail Properties”.

Condominium Ownership May Limit Use and Improvements

The management and operation of a condominium is generally controlled by a condominium board representing the owners of the individual condominium units, subject to the terms of the related condominium rules or by-laws. Generally, the consent of a majority of the board members is required for any actions of the condominium board and a unit owner’s ability to control decisions of the board are generally related to the number of units owned by such owner as a percentage of the total number of units in the condominium. In certain cases, the related borrower does not have a majority of votes on the condominium board, which result in the related borrower not having control of the related condominium or owners association.

The board of managers or directors of the related condominium generally has discretion to make decisions affecting the condominium, and we cannot assure you that the related borrower under a mortgage loan secured by one or more interests in that condominium will have any control over decisions made by the related board of managers or directors. Even if a borrower or its designated board members, either through control of the appointment and voting of sufficient members of the related condominium board or by virtue of other provisions in the related condominium documents, has consent rights over actions by the related condominium associations or owners, we cannot assure you that the related condominium board will not take actions that would materially adversely affect the related borrower’s unit. Thus, decisions made by that board of managers or directors, including regarding assessments to be paid by the unit owners, insurance to be maintained on the condominium and many other decisions affecting the maintenance of that condominium, may have a significant adverse impact on the related mortgage loans in the issuing entity that are secured by mortgaged properties consisting of such condominium interests. We cannot assure you that the related board of managers or directors will always act in the best interests of the related borrower under the related mortgage loans.

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The condominium board is generally responsible for administration of the affairs of the condominium, including providing for maintenance and repair of common areas, adopting rules and regulations regarding common areas, and obtaining insurance and repairing and restoring the common areas of the property after a casualty. Notwithstanding the insurance and casualty provisions of the related mortgage loan documents, the condominium board may have the right to control the use of casualty proceeds.

In addition, the condominium board generally has the right to assess individual unit owners for their share of expenses related to the operation and maintenance of the common elements. In the event that an owner of another unit fails to pay its allocated assessments, the related borrower may be required to pay such assessments in order to properly maintain and operate the common elements of the property. Although the condominium board generally may obtain a lien against any unit owner for common expenses that are not paid, such lien generally is extinguished if a lender takes possession pursuant to a foreclosure. Each unit owner is responsible for maintenance of its respective unit and retains essential operational control over its unit.

In addition, due to the nature of condominiums, a default on the part of the borrower with respect to such mortgaged properties will not allow the special servicer the same flexibility in realizing on the collateral as-is generally available with respect to commercial properties that are not condominium units. The rights of other unit or property owners, the documents governing the management of the condominium units and the state and local laws applicable to condominium units must be considered. In addition, in the event of a casualty with respect to a condominium, due to the possible existence of multiple loss payees on any insurance policy covering such property, there could be a delay in the allocation of related insurance proceeds, if any. Consequently, servicing and realizing upon the collateral described above could subject the certificateholders to a greater delay, expense and risk than with respect to a mortgage loan secured by a commercial property that is not a condominium unit.

Certain condominium declarations and/or local laws provide for the withdrawal of a property from a condominium structure under certain circumstances. For example, the New York Condominium Act provides for a withdrawal of the property from a condominium structure by vote of 80% of unit owners. If the condominium is terminated, the building will be subject to an action for partition by any unit owner or lienor as if owned in common. This could cause an early and unanticipated prepayment of the mortgage loan. We cannot assure you that the proceeds from partition would be sufficient to satisfy borrower’s obligations under the mortgage loan. See also “—Risks Related to Zoning Non-Compliance and Use Restrictions” for certain risks relating to use restrictions imposed pursuant to condominium declarations or other condominium especially in a situation where the mortgaged property does not represent the entire condominium building.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Condominium Interests and Other Shared Interests”.

Historic Tax Credit Structure

The Hotel Clermont mortgage loan (2.5%) has a historic tax credit structure. Such structure creates various risks. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Hospitality Properties” for a discussion of such risks.

Operation of a Mortgaged Property Depends on the Property Manager’s Performance

The successful operation of a real estate project depends upon the property manager’s performance and viability. The property manager is responsible for:

● responding to changes in the local market;

● planning and implementing the rental structure;

● operating the property and providing building services;

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● managing operating expenses; and

● assuring that maintenance and capital improvements are carried out in a timely fashion.

Properties deriving revenues primarily from short term sources, such as hotel guests or short term or month to month leases, are generally more management intensive than properties leased to creditworthy tenants under long term leases.

Certain of the mortgaged properties will be managed by affiliates of the related borrower. If a mortgage loan is in default or undergoing special servicing, such relationship could disrupt the management of the related mortgaged property, which may adversely affect cash flow. However, the related mortgage loans will generally permit, in the case of mortgaged properties managed by borrower affiliates, the lender to remove the related property manager upon the occurrence of an event of default under the related mortgage loan beyond applicable cure periods (or, in some cases, in the event of a foreclosure following such default), and in some cases a decline in cash flow below a specified level or the failure to satisfy some other specified performance trigger.

We make no representation or warranty as to the skills of any present or future managers. In many cases, the property manager will be an affiliate of the borrower and many not manage properties for non-affiliates. Additionally, we cannot assure you that the property managers will be in a financial condition to fulfill their management responsibilities throughout the terms of their respective management agreements. Further, certain individuals involved in the management or general business development at certain mortgaged properties may engage in unlawful activities or otherwise exhibit poor business judgment that adversely affect operations and ultimately cash flow at such properties.

Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses

The effect of mortgage pool loan losses will be more severe if the losses relate to mortgage loans that account for a disproportionately large percentage of the pool’s aggregate principal balance. As mortgage loans pay down or properties are released, the remaining mortgage loans may face a higher risk with respect to the diversity of property types and property characteristics and with respect to the number of borrowers.

See the table titled “Distribution of Remaining Terms to Maturity” on Annex A-2 for a stratification of the remaining terms to maturity of the mortgage loans. Because principal on the certificates is payable in sequential order of payment priority, and a class receives principal only after the preceding class(es) have been paid in full, classes that have a lower sequential priority are more likely to face these types of risk of concentration than classes with a higher sequential priority.

Several of the mortgage loans have cut-off date balances that are substantially higher than the average cut-off date balance. In general, concentrations in mortgage loans with larger-than-average balances can result in losses that are more severe, relative to the size of the mortgage loan pool, than would be the case if the aggregate balance of the mortgage loan pool were more evenly distributed.

A concentration of mortgage loans secured by the same mortgaged property types can increase the risk that a decline in a particular industry or business would have a disproportionately large impact on the pool of mortgage loans. Mortgaged property types representing at least 5.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (based on allocated loan amount) are retail, multifamily, mixed use, office, hospitality and industrial. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types” for information on the types of mortgaged properties securing the mortgage loans in the mortgage pool.

Repayments by borrowers and the market value of the related mortgaged properties could be affected by economic conditions generally or specific to particular geographic areas or regions of the United States, and concentrations of mortgaged properties in particular geographic areas may increase the risk that conditions in the real estate market where the mortgaged property is located, or other adverse economic or

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other developments or natural disasters (e.g., earthquakes, floods, forest fires, tornadoes or hurricanes or changes in governmental rules or fiscal policies) affecting a particular region of the country, could increase the frequency and severity of losses on mortgage loans secured by those mortgaged properties.

Mortgaged properties securing approximately 5.0% or more of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (based on allocated loan amount) are located in California, New Jersey, Texas, New York, Pennsylvania and Arizona. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Geographic Concentrations”.

Some of the mortgaged properties are located in areas that, based on low population density, poor economic demographics (such as higher than average unemployment rates, lower than average annual household income and/or overall loss of jobs) and/or negative trends in such regards, would be considered secondary or tertiary markets.

A concentration of mortgage loans with the same borrower or related borrowers also can pose increased risks:

● if a borrower that owns or controls several mortgaged properties (whether or not all of them secure mortgage loans in the mortgage pool) experiences financial difficulty at one mortgaged property, it could defer maintenance at another mortgaged property in order to satisfy current expenses with respect to the first mortgaged property;

● a borrower could also attempt to avert foreclosure by filing a bankruptcy petition that might have the effect of interrupting debt service payments on the mortgage loans in the mortgage pool secured by that borrower’s mortgaged properties (subject to the master servicer’s and the trustee’s obligation to make advances for monthly payments) for an indefinite period; and

● mortgaged properties owned by the same borrower or related borrowers are likely to have common management, common general partners and/or common managing members increasing the risk that financial or other difficulties experienced by such related parties could have a greater impact on the pool of mortgage loans. See “—A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans” below.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics” for information on the composition of the mortgage pool by property type and geographic distribution and loan concentration.

Adverse Environmental Conditions at or Near Mortgaged Properties May Result in Losses

The issuing entity could become liable for a material adverse environmental condition at an underlying mortgaged property. Any such potential liability could reduce or delay payments on the offered certificates.

Each of the mortgaged properties was either (i) subject to environmental site assessments prior to the time of origination of the related mortgage loan (or, in certain limited cases, after origination) including Phase I environmental site assessments or updates of previously performed Phase I environmental site assessments, or (ii) subject to a secured creditor environmental insurance policy or other environmental insurance policy. See “Description of the Mortgage Pool—Environmental Considerations”.

We cannot assure you that the environmental assessments revealed all existing or potential environmental risks or that all adverse environmental conditions have been or will be completely abated or remediated or that any reserves, insurance or operations and maintenance plans will be sufficient to remediate the environmental conditions. Moreover, we cannot assure you that:

● future laws, ordinances or regulations will not impose any material environmental liability; or

● the current environmental condition of the mortgaged properties will not be adversely affected by tenants or by the condition of land or operations in the vicinity of the mortgaged properties (such as underground storage tanks).

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We cannot assure you that any remediation plan or any projected remedial costs or time is accurate or sufficient to complete the remediation objectives, or that no additional contamination requiring environmental investigation or remediation will be discovered on any mortgaged property. Likewise, all environmental policies naming the lender as named insured cover certain risks or events specifically identified in the policy, but the coverage is limited by its terms, conditions, limitations and exclusions, and does not purport to cover all environmental conditions whatsoever affecting the applicable mortgaged property, and we cannot assure you that any environmental conditions currently known, suspected, or unknown and discovered in the future will be covered by the terms of the policy.

Before the trustee, the special servicer or the master servicer, as applicable, acquires title to a mortgaged property on behalf of the issuing entity or assumes operation of the property, it will be required to obtain an environmental assessment of such mortgaged property, or rely on a recent environmental assessment. This requirement is intended to mitigate the risk that the issuing entity will become liable under any environmental law. There is accordingly some risk that the mortgaged property will decline in value while this assessment is being obtained or remedial action is being taken. Moreover, we cannot assure you that this requirement will effectively insulate the issuing entity from potential liability under environmental laws. Any such potential liability could reduce or delay distributions to certificateholders.

See “Description of the Mortgage Pool—Environmental Considerations” for additional information on environmental conditions at mortgaged properties securing certain mortgage loans in the issuing entity. See also representation and warranty number (40) on Annex D-1 and representation and warranty number (43) on Annex E-1 and the identified exceptions to those representations and warranties, if any, on Annex D-2, Annex D-3 and Annex E-2, respectively, for additional information.

See “Transaction Parties—The Sponsors and Mortgage Loan Sellers—Goldman Sachs Mortgage Company—Goldman Originator’s Underwriting Guidelines and Processes”, “—Argentic Real Estate Finance LLC—Argentic’s Underwriting Standards and Processes”, “—Starwood Mortgage Capital LLC—SMC’s Underwriting Guidelines and Processes” and “Certain Legal Aspects of Mortgage Loans”.

See “Certain Legal Aspects of Mortgage Loans—Environmental Considerations”.

Risks Related to Redevelopment, Expansion and Renovation at Mortgaged Properties

Certain of the mortgaged properties are currently undergoing or, in the future, are expected to undergo redevelopment, expansion or renovation. To the extent applicable, we cannot assure you that any escrow or reserve collected, if any, will be sufficient to complete the current renovation or be otherwise sufficient to satisfy any tenant improvement expenses at a mortgaged property. Failure to complete those planned improvements may have a material adverse effect on the cash flow at the mortgaged property and the related borrower’s ability to meet its payment obligations under the mortgage loan documents.

Certain of the hospitality properties securing the mortgage loans are currently undergoing or are scheduled to undergo renovations or property improvement plans (“PIPs”). In some circumstances, these renovations or PIPs may necessitate taking a portion of the available guest rooms temporarily offline, temporarily decreasing the number of available rooms and the revenue generating capacity of the related hospitality property. In other cases, these renovations may involve renovations of common spaces or external features of the related hospitality property, which may cause disruptions or otherwise decrease the attractiveness of the related hospitality property to potential guests. These PIPs may be required under the related franchise or management agreement and a failure to timely complete them may result in a termination or expiration of a franchise or management agreement and may be an event of default under the related mortgage loan.

Certain of the mortgaged properties are currently undergoing or are scheduled to undergo renovations or property expansions. Such renovations or expansions may be required under tenant leases and a failure to timely complete such renovations or expansions may result in a termination of such lease and may have a material adverse effect on the cash flow at the mortgaged property and the related borrower’s ability to meet its payment obligations under the mortgage loan documents.

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We cannot assure you that current or planned redevelopment, expansion or renovation will be completed at all, that such redevelopment, expansion or renovation will be completed in the time frame contemplated, or that, when and if such redevelopment, expansion or renovation is completed, such redevelopment, expansion or renovation will improve the operations at, or increase the value of, the related mortgaged property. Failure of any of the foregoing to occur could have a material negative impact on the related mortgaged property, which could affect the ability of the related borrower to repay the related mortgage loan.

In the event the related borrower fails to pay the costs for work completed or material delivered in connection with such ongoing redevelopment, expansion or renovation, the portion of the mortgaged property on which there are renovations may be subject to mechanic’s or materialmen’s liens that may be senior to the lien of the related mortgage loan.

The existence of construction or renovation at a mortgaged property may take rental units or rooms or leasable space “off-line” or otherwise make space unavailable for rental, impair access or traffic at or near the mortgaged property, or, in general, make that mortgaged property less attractive to tenants or their customers, and accordingly could have a negative effect on net operating income. In addition, any such construction or renovation at a mortgaged property may temporarily interfere with the use and operation of any portion of such mortgaged property. See “Description of the Mortgage Pool—Redevelopment, Renovation and Expansion” for information regarding mortgaged properties which are currently undergoing or, in the future, are expected to undergo redevelopment, expansion or renovation. See also Annex A-3 for any additional information on redevelopment, renovation and expansion at the mortgaged properties securing the ten largest mortgage loans.

Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses

Certain mortgaged properties securing the mortgage loans may have specialty use tenants and may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable for any reason.

For example, retail, mixed use or office properties may have theater tenants. Properties with theater tenants are exposed to certain unique risks. Aspects of building site design and adaptability affect the value of a theater. In addition, decreasing attendance at a theater could adversely affect revenue of the theater, which may, in turn, cause the tenant to experience financial difficulties, resulting in downgrades in their credit ratings and, in certain cases, bankruptcy filings. In addition, because of unique construction requirements of theaters, any vacant theater space would not easily be converted to other uses.

Retail, mixed use or office properties may also have health clubs as tenants. Several factors may adversely affect the value and successful operation of a health club, including:

● the physical attributes of the health club (e.g., its age, appearance and layout);

● the reputation, safety, convenience and attractiveness of the property to users;

● management’s ability to control membership growth and attrition;

● competition in the tenant’s marketplace from other health clubs and alternatives to health clubs; and

● adverse changes in economic and social conditions and demographic changes (e.g., population decreases or changes in average age or income), which may result in decreased demand.

In addition, there may be significant costs associated with changing consumer preferences (e.g., multipurpose clubs from single-purpose clubs or varieties of equipment, classes, services and amenities). In addition, health clubs may not be readily convertible to alternative uses if those properties were to become unprofitable for any reason. The liquidation value of any such health club consequently may be

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less than would be the case if the property were readily adaptable to changing consumer preferences for other uses.

Certain retail, mixed use or office properties may be partially comprised of a parking garage. Parking garages and parking lots present risks not associated with other properties. The primary source of income for parking lots and garages is the rental fees charged for parking spaces.

Factors affecting the success of a parking lot or garage include:

● the number of rentable parking spaces and rates charged;

● the location of the lot or garage and, in particular, its proximity to places where large numbers of people work, shop or live;

● the amount of alternative parking spaces in the area;

● the availability of mass transit; and

● the perceptions of the safety, convenience and services of the lot or garage.

Aspects of building site design and adaptability affect the value of a parking garage facility. Site characteristics that are valuable to a parking garage facility include location, clear ceiling heights, column spacing, zoning restrictions, number of spaces and overall functionality and accessibility.

In addition, because of the unique construction requirements of many parking garages and because a parking lot is often vacant paved land without any structure, a vacant parking garage facility or parking lot may not be easily converted to other uses.

Mortgaged properties may have other specialty use tenants, such as medical and dental offices, lab space, gas stations, data centers, urgent care facilities, schools, daycare centers and/or restaurants, as part of the mortgaged property.

In the case of specialty use tenants such as restaurants and theaters, aspects of building site design and adaptability affect the value of such properties and other retailers at the mortgaged property. Decreasing patronage at such properties could adversely affect revenue of the property, which may, in turn, cause the tenants to experience financial difficulties, resulting in downgrades in their credit ratings, lease defaults and, in certain cases, bankruptcy filings. See “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Tenant Bankruptcy Could Result in a Rejection of the Related Lease” above. Additionally, receipts at such properties are also affected not only by objective factors but by subjective factors. For instance, restaurant receipts are affected by such varied influences as the current personal income levels in the community, an individual consumer’s preference for type of food, style of dining and restaurant atmosphere, the perceived popularity of the restaurant, food safety concerns related to personal health with the handling of food items at the restaurant or by food suppliers and the actions and/or behaviors of staff and management and level of service to the customers. In addition, because of unique construction requirements of such properties, any vacant space would not easily be converted to other uses.

Mortgaged properties with specialty use tenants may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable, or the leased spaces were to become vacant, for any reason due to their unique construction requirements. In addition, converting commercial properties to alternate uses generally requires substantial capital expenditures and could result in a significant adverse effect on, or interruption of, the revenues generated by such properties.

In addition, a mortgaged property may not be readily convertible due to restrictive covenants related to such mortgaged property, including in the case of mortgaged properties that are subject to a condominium regime or subject to a ground lease, the use and other restrictions imposed by the condominium declaration

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and other related documents, especially in a situation where a mortgaged property does not represent the entire condominium regime. See “—Condominium Ownership May Limit Use and Improvements” above.

Some of the mortgaged properties may be part of tax-reduction programs that apply only if the mortgaged properties are used for certain purposes. Such properties may be restricted from being converted to alternative uses because of such restrictions.

Some of the mortgaged properties have government tenants or other tenants which may have space that was “built to suit” that particular tenant’s uses and needs. For example, a government tenant may require enhanced security features that required additional construction or renovation costs and for which the related tenant may pay above market rent. However, such enhanced features may not be necessary for a new tenant (and such new tenant may not be willing to pay the higher rent associated with such features). While a government office building or government leased space may be usable as a regular office building or tenant space, the rents that may be collected in the event the government tenant does not renew its lease may be significantly lower than the rent currently collected.

Additionally, zoning, historical preservation or other restrictions also may prevent alternative uses. See “—Risks Related to Zoning Non-Compliance and Use Restrictions” below.

Risks Related to Zoning Non-Compliance and Use Restrictions

Certain of the mortgaged properties may not comply with current zoning laws, including density, use, parking, height, landscaping, open space and set back requirements, due to changes in zoning requirements after such mortgaged properties were constructed. These properties, as well as those for which variances or special permits were issued or for which non-conformity with current zoning laws is otherwise permitted, are considered to be a “legal non-conforming use” and/or the improvements are considered to be “legal non-conforming structures”. This means that the borrower is not required to alter its structure to comply with the existing or new law; however, the borrower may not be able to rebuild the premises “as-is” in the event of a substantial casualty loss. This may adversely affect the cash flow of the property following the loss. If a substantial casualty were to occur, we cannot assure you that insurance proceeds would be available to pay the mortgage loan in full. In addition, if a non-conforming use were to be discontinued and/or the property were repaired or restored in conformity with the current law, the value of the property or the revenue-producing potential of the property may not be equal to that before the casualty.

In addition, certain of the mortgaged properties that do not conform to current zoning laws may not be “legal non-conforming uses” or “legal non-conforming structures”. The failure of a mortgaged property to comply with zoning laws or to be a “legal non-conforming use” or “legal non-conforming structure” may adversely affect the market value of the mortgaged property or the borrower’s ability to continue to use it in the manner it is currently being used or may necessitate material additional expenditures to remedy non-conformities. In some cases, the related borrower has obtained law and ordinance insurance to cover additional costs that result from rebuilding the mortgaged property in accordance with current zoning requirements. However, if as a result of the applicable zoning laws the rebuilt improvements are smaller or less attractive to tenants than the original improvements, the resulting loss in income will generally not be covered by law and ordinance insurance. Zoning protection insurance will generally reimburse the lender for the difference between (i) the mortgage loan balance on the date of damage loss to the mortgaged property from an insured peril and (ii) the total insurance proceeds at the time of the damage to the mortgaged property if such mortgaged property cannot be rebuilt to its former use due to new zoning ordinances.

In addition, certain of the mortgaged properties may be subject to certain use restrictions, building restrictions and/or operational requirements imposed pursuant to development agreements, ground leases, restrictive covenants, reciprocal easement agreements or operating agreements or historical landmark designations or, in the case of those mortgaged properties that are condominiums, condominium declarations or other condominium use restrictions or regulations, especially in a situation where the mortgaged property does not represent the entire condominium building. Such use restrictions could include, for example, limitations on the character of the improvements or the properties, limitations affecting noise and parking requirements, among other things, and limitations on the borrowers’ right to operate

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certain types of facilities within a prescribed radius. These limitations impose upon the borrower stricter requirements with respect to repairs and alterations, including following a casualty loss. These limitations could adversely affect the ability of the related borrower to lease the mortgaged property on favorable terms, thus adversely affecting the borrower’s ability to fulfill its obligations under the related mortgage loan. In addition, any alteration, reconstruction, demolition, or new construction affecting a mortgaged property designated a historical landmark may require prior approval. Any such approval process, even if successful, could delay any redevelopment or alteration of a related property. The liquidation value of such property, to the extent subject to limitations of the kind described above or other limitations on convertibility of use, may be substantially less than would be the case if such property was readily adaptable to other uses or redevelopment. See “Description of the Mortgage Pool—Use Restrictions” for examples of mortgaged properties that are subject to restrictions relating to the use of the mortgaged properties.

Risks Relating to Inspections of Properties

Licensed engineers or consultants inspected the mortgaged properties at or about the time of the origination of the mortgage loans to assess items such as structural integrity of the buildings and other improvements on the mortgaged property, including exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements. However, we cannot assure you that all conditions requiring repair or replacement were identified. No additional property inspections were conducted in connection with the issuance of the offered certificates.

Risks Relating to Costs of Compliance with Applicable Laws and Regulations

A borrower may be required to incur costs to comply with various existing and future federal, state or local laws and regulations applicable to the related mortgaged property, for example, zoning laws and the Americans with Disabilities Act of 1990, as amended, which requires all public accommodations to meet certain federal requirements related to access and use by persons with disabilities. See “Certain Legal Aspects of Mortgage Loans—Americans with Disabilities Act”. The expenditure of these costs or the imposition of injunctive relief, penalties or fines in connection with the borrower’s noncompliance could negatively impact the borrower’s cash flow and, consequently, its ability to pay its mortgage loan.

Insurance May Not Be Available or Adequate

Although the mortgaged properties are required to be insured, or self-insured by a sole tenant of a related building or group of buildings, against certain risks, there is a possibility of casualty loss with respect to the mortgaged properties for which insurance proceeds may not be adequate or which may result from risks not covered by insurance. In addition, certain types of mortgaged properties, such as manufactured housing and recreational vehicle communities, have few or no insurable buildings or improvements and thus do not have casualty insurance or low limits of casualty insurance in comparison with the related mortgage loan balances.

Certain Risks Are Not Covered under Standard Insurance Policies

In general (other than where the mortgage loan documents permit the borrower to rely on a tenant (including a ground tenant) or other third party (such as a condominium association, if applicable) to obtain the insurance coverage on self-insurance provided by a tenant or on a tenant’s agreement to rebuild or continue paying rent), the master servicer and special servicer will be required to cause the borrower on each mortgage loan to maintain such insurance coverage in respect of the related mortgaged property as is required under the related mortgage loan documents. See “Description of the Mortgage Pool—Insurance Considerations”. In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements of a property by fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and civil commotion, subject to the conditions and exclusions specified in each policy (windstorm is a common exclusion for properties located in certain locations). Most policies typically do not cover any physical damage resulting from, among other things:

● war;

● revolution;

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● terrorism;

● nuclear, biological or chemical materials;

● governmental actions;

● floods and other water related causes;

● earth movement, including earthquakes, landslides, sinkholes and mudflows;

● wet or dry rot;

● vermin; and

● domestic animals.

Unless the related mortgage loan documents specifically require the borrower to insure against physical damage arising from such causes, then, the resulting losses may be borne by you as a holder of certificates.

Standard Insurance May Be Inadequate Even for Types of Losses That Are Insured Against

Even if a type of loss is covered by the insurance policies required to be in place at the mortgaged properties, the mortgaged properties may suffer losses for which the insurance coverage is inadequate. For example:

● in a case where terrorism coverage is included under a policy, if the terrorist attack is for example, nuclear, biological or chemical in nature, the policy may include an exclusion that precludes coverage for such terrorist attack;

● in certain cases, particularly where land values are high, the insurable value (at the time of origination of the mortgage loan) of the mortgaged property may be significantly lower than the principal balance of the mortgage loan;

● with respect to mortgaged properties located in flood prone areas where flood insurance is required, the related mortgaged property may only have federal flood insurance (which only covers up to $500,000), not private flood insurance, and the related mortgaged property may suffer losses that exceed the amounts covered by the federal flood insurance;

● the mortgage loan documents may limit the requirement to obtain related insurance to where the premium amounts are “commercially reasonable” or a similar limitation; and

● if reconstruction or major repairs are required, changes in laws may materially affect the borrower’s ability to effect any reconstruction or major repairs and/or may materially increase the costs of the reconstruction or repairs and insurance may not cover or sufficiently compensate the insured.

We Cannot Assure You That Required Insurance Will Be Maintained

We cannot assure you that borrowers have maintained or will maintain the insurance required under the mortgage loan documents or that such insurance will be adequate.

Even if the mortgage loan documents specify that the related borrower must maintain standard extended coverage casualty insurance or other insurance that covers acts of terrorism, the borrower may fail to maintain such insurance and the master servicer or the special servicer may not enforce such default or cause the borrower to obtain such insurance if the special servicer has determined, in accordance with the servicing standard and subject to the discussion under “Pooling and Servicing Agreement—The Directing Holder” and “—The Operating Advisor”, that either (a) such insurance is not available at

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commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located in or near the geographic region in which the mortgaged property is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (b) such insurance is not available at any rate. Additionally, if the related borrower fails to maintain such terrorism insurance coverage, neither the applicable master servicer nor the special servicer will be required to maintain such terrorism insurance coverage if the special servicer determines, in accordance with the servicing standard, that such terrorism insurance coverage is not available for the reasons set forth in (a) or (b) of the preceding sentence. Furthermore, at the time existing insurance policies are subject to renewal, there is no assurance that terrorism insurance coverage will be available and covered under the new policies or, if covered, whether such coverage will be adequate. Most insurance policies covering commercial real properties such as the mortgaged properties are subject to renewal on an annual basis. If this coverage is not currently in effect, is not adequate or is ultimately not continued with respect to some of the mortgaged properties and one of those properties suffers a casualty loss as a result of a terrorist act, then the resulting casualty loss could reduce the amount available to make distributions on your certificates.

In addition, hazard insurance policies will typically contain co-insurance clauses that in effect require an insured at all times to carry insurance of a specified percentage, generally 80% to 90%, of the full replacement value of the improvements on the related mortgaged property in order to recover the full amount of any partial loss. As a result, even if insurance coverage is maintained, if the insured’s coverage falls below this specified percentage, those clauses generally provide that the insurer’s liability in the event of partial loss does not exceed the lesser of (1) the replacement cost of the improvements less physical depreciation and (2) that proportion of the loss as the amount of insurance carried bears to the specified percentage of the full replacement cost of those improvements.

Certain of the mortgaged properties may be located in areas that are considered a high earthquake risk (seismic zones 3 or 4). For example, with respect to twenty-two (22) mortgaged properties (24.0% by allocated loan amount), all of the mortgaged properties are located in an area with a high degree of seismic activity. Seismic reports were prepared for each of the mortgaged properties and no mortgaged property has a seismic expected loss (SEL) greater than 17%. Material damage to the mortgaged properties as a result of an earthquake could adversely affect the operations and revenues at the mortgaged properties, as well as the borrowers’ ability make payments with respect to the related mortgage loan. The borrowers have not obtained a separate earthquake insurance policy covering the mortgaged properties. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Geographic Concentrations”.

Furthermore, with respect to certain mortgage loans, the insurable value of the related mortgaged property as of the origination date of the related mortgage loan was lower than the principal balance of the related mortgage loan. In the event of a casualty when a borrower is not required to rebuild or cannot rebuild, we cannot assure you that the insurance required with respect to the related mortgaged property will be sufficient to pay the related mortgage loan in full and there is no “gap” insurance required under such mortgage loan to cover any difference. In those circumstances, a casualty that occurs near the maturity date may result in an extension of the maturity date of the mortgage loan if the master servicer, in accordance with the servicing standard, determines that such extension was in the best interest of certificateholders.

The mortgage loans do not all require flood insurance on the related mortgaged properties unless they are in a flood zone and flood insurance is available and, in certain instances, even where the related mortgaged property was in a flood zone and flood insurance was available, flood insurance was not required.

The National Flood Insurance Program (“NFIP”) will expire on November 21, 2019. We cannot assure you if or when NFIP will be reauthorized by Congress. If the program is not reauthorized, it could have an adverse effect on the value of properties in flood zones or their ability to repair or rebuild after flood damage.

We cannot assure you that the borrowers will in the future be able to comply with requirements to maintain adequate insurance with respect to the mortgaged properties, and any uninsured loss could have a material adverse impact on the amount available to make payments on the related mortgage loan, and consequently, the offered certificates. As with all real estate, if reconstruction (for example, following fire or

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other casualty) or any major repair or improvement is required to the damaged property, changes in laws and governmental regulations may be applicable and may materially affect the cost to, or ability of, the borrowers to effect such reconstruction, major repair or improvement. As a result, the amount realized with respect to the mortgaged properties, and the amount available to make payments on the related mortgage loan, and consequently, the offered certificates, could be reduced. In addition, we cannot assure you that the amount of insurance required or provided would be sufficient to cover damages caused by any casualty, or that such insurance will be available in the future at commercially reasonable rates. See representation and warranty number 16 on Annex D-1 and representation and warranty number 18 on Annex E-1 and the identified exceptions to those representations and warranties, if any, on Annex D-2, Annex D-3 and Annex E-2, respectively, for additional information.

Inadequacy of Title Insurers May Adversely Affect Distributions on Your Certificates

Title insurance for a mortgaged property generally insures a lender against risks relating to a lender not having a first lien with respect to a mortgaged property, and in some cases can insure a lender against specific other risks. The protection afforded by title insurance depends on the ability of the title insurer to pay claims made upon it. We cannot assure you that with respect to any mortgage loan:

● a title insurer will have the ability to pay title insurance claims made upon it;

● the title insurer will maintain its present financial strength; or

● a title insurer will not contest claims made upon it.

Certain of the mortgaged properties are either completing initial construction or undergoing renovation or redevelopment. Under such circumstances, there may be limitations to the amount of coverage or other exceptions to coverage that could adversely affect the issuing entity if losses are suffered.

Terrorism Insurance May Not Be Available for All Mortgaged Properties

The occurrence or the possibility of terrorist attacks could (1) lead to damage to one or more of the mortgaged properties if any terrorist attacks occur or (2) result in higher costs for security and insurance premiums or diminish the availability of insurance coverage for losses related to terrorist attacks, particularly for large properties, which could adversely affect the cash flow at those mortgaged properties.

After the September 11, 2001 terrorist attacks in New York City and the Washington, D.C. area, all forms of insurance were impacted, particularly from a cost and availability perspective, including comprehensive general liability and business interruption or rent loss insurance policies required by typical mortgage loans. To give time for private markets to develop a pricing mechanism for terrorism risk and to build capacity to absorb future losses that may occur due to terrorism, the Terrorism Risk Insurance Act of 2002 was enacted on November 26, 2002, establishing the Terrorism Insurance Program. The Terrorism Insurance Program was extended through December 31, 2014 by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and was subsequently reauthorized on January 12, 2015 for a period of six years through December 31, 2020 pursuant to the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”).

The Terrorism Insurance Program requires insurance carriers to provide terrorism coverage in their basic “all-risk” policies. Any commercial property and casualty terrorism insurance exclusion that was in force on November 26, 2002 is automatically void to the extent that it excluded losses that would otherwise be insured losses. Any state approval of those types of exclusions in force on November 26, 2002 is also void.

Under the Terrorism Insurance Program, the federal government shares in the risk of losses occurring within the United States resulting from acts committed in an effort to influence or coerce United States civilians or the United States government. The federal share of compensation for insured losses of an insurer will be equal to 81% (in 2019) or 80% (in 2020) of the portion of such insured losses that exceed a deductible equal to 20% of the value of the insurer’s direct earned premiums over the calendar year

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immediately preceding that program year. Federal compensation in any program year is capped at $100 billion (with insurers being liable for any amount that exceeds such cap), and no compensation is payable with respect to a terrorist act unless the aggregate industry losses relating to such act exceed $180 million (in 2019) or $200 million (in 2020). The Terrorism Insurance Program does not cover nuclear, biological, chemical or radiological attacks. Unless a borrower obtains separate coverage for events that do not meet the thresholds or other requirements above, such events will not be covered.

If the Terrorism Insurance Program is not reenacted after its expiration in 2020, premiums for terrorism insurance coverage will likely increase and the terms of such insurance policies may be materially amended to increase stated exclusions or to otherwise effectively decrease the scope of coverage available (perhaps to the point where it is effectively not available). In addition, to the extent that any insurance policies contain “sunset clauses” (i.e., clauses that void terrorism coverage if the federal insurance backstop program is not renewed), then such policies may cease to provide terrorism insurance upon the expiration of the Terrorism Insurance Program. We cannot assure you that the Terrorism Insurance Program or any successor program will create any long term changes in the availability and cost of such insurance. Moreover, future legislation, including regulations expected to be adopted by the Treasury Department pursuant to TRIPRA, may have a material effect on the availability of federal assistance in the terrorism insurance market. To the extent that uninsured or underinsured casualty losses occur with respect to the related mortgaged properties, losses on the mortgage loans may result. In addition, the failure to maintain such terrorism insurance may constitute a default under the related mortgage loan.

Some of the mortgage loans may not require the related borrower to maintain terrorism insurance. In addition, most of the mortgage loans contain limitations on the related borrower’s obligation to obtain terrorism insurance, such as (i) waiving the requirement that such borrower maintain terrorism insurance if such insurance is not available at commercially reasonable rates, (ii) providing that the related borrower is not required to spend in excess of a specified dollar amount (or in some cases, a specified multiple of what is spent on other insurance) in order to obtain such terrorism insurance, (iii) requiring coverage only for as long as the TRIPRA is in effect, or (iv) requiring coverage only for losses arising from domestic acts of terrorism or from terrorist acts certified by the federal government as “acts of terrorism” under the TRIPRA. See “Annex A-3—Description of the Top 15 Mortgage Loans” for a summary of the terrorism insurance requirements under each of the ten largest mortgage loans.

Other mortgaged properties securing mortgage loans may also be insured under a blanket policy or self-insured or insured by a sole tenant. See “—Risks Associated with Blanket Insurance Policies or Self-Insurance” below.

We cannot assure you that all of the mortgaged properties will be insured against the risks of terrorism and similar acts. As a result of any of the foregoing, the amount available to make distributions on your certificates could be reduced.

Risks Associated with Blanket Insurance Policies or Self-Insurance

Certain of the mortgaged properties are covered by blanket insurance policies, which also cover other properties of the related borrower or its affiliates (including certain properties in close proximity to the mortgaged properties). In the event that such policies are drawn on to cover losses on such other properties, the amount of insurance coverage available under such policies would thereby be reduced and could be insufficient to cover each mortgaged property’s insurable risks. In addition, with respect to some of the mortgaged properties, a sole or significant tenant is allowed to provide self-insurance against risks.

Additionally, if the mortgage loans that allow coverage under blanket insurance policies are part of a group of mortgage loans with related borrowers, then all of the related mortgaged properties may be covered under the same blanket policy, which may also cover other properties owned by affiliates of such borrowers.

Certain mortgaged properties may also be insured or self-insured by a sole or significant tenant, as further described under “Description of the Mortgage Pool—Insurance Considerations”.

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Condemnation of a Mortgaged Property May Adversely Affect Distributions on Certificates

From time to time, there may be condemnations pending or threatened against one or more of the mortgaged properties securing the mortgage loans. The proceeds payable in connection with a total condemnation may not be sufficient to restore the related mortgaged property or to satisfy the remaining indebtedness of the related mortgage loan. The occurrence of a partial condemnation may have a material adverse effect on the continued use of, or income generated by, the affected mortgaged property. Therefore, we cannot assure you that the occurrence of any condemnation will not have a negative impact upon distributions on your offered certificates.

Limited Information Causes Uncertainty

Historical Information

Some of the mortgage loans that we intend to include in the issuing entity are secured in whole or in part by mortgaged properties for which limited or no historical operating information is available. As a result, you may find it difficult to analyze the historical performance of those mortgaged properties.

A mortgaged property may lack prior operating history or historical financial information because it is newly constructed or renovated, it is a recent acquisition by the related borrower or it is a single-tenant property that is subject to a triple net lease. In addition, a tenant’s lease may contain confidentiality provisions that restrict the sponsors’ access to or disclosure of such tenant’s financial information. The underwritten net cash flows and underwritten net operating income for such mortgaged properties are derived principally from current rent rolls or tenant leases and historical expenses, adjusted to account for inflation, significant occupancy increases and a market rate management fee. In some cases, underwritten net cash flows and underwritten net operating income for mortgaged properties are based all or in part on leases (or letters of intent) that are not yet in place (and may still be under negotiation) or on tenants that may have signed a lease (or letter of intent), or lease amendment expanding the leased space, but are not yet in occupancy and/or paying rent, which present certain risks described in “—Underwritten Net Cash Flow Could Be Based On Incorrect or Failed Assumptions” below.

See Annex A-1 for certain historical financial information relating to the mortgaged properties, including net operating income for the most recent reporting period and prior three (3) calendar years, to the extent available.

Ongoing Information

The primary source of ongoing information regarding the offered certificates, including information regarding the status of the related mortgage loans and any credit support for the offered certificates, will be the periodic reports delivered to you. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information”. We cannot assure you that any additional ongoing information regarding the offered certificates will be available through any other source. The limited nature of the available information in respect of the offered certificates may adversely affect their liquidity, even if a secondary market for the offered certificates does develop.

We are not aware of any source through which pricing information regarding the offered certificates will be generally available on an ongoing basis or on any particular date.

Underwritten Net Cash Flow Could Be Based On Incorrect or Failed Assumptions

As described under “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans”, underwritten net cash flow generally includes cash flow (including any cash flow from master leases) adjusted based on a number of assumptions used by the sponsors. We make no representation that the underwritten net cash flow set forth in this prospectus as of the cut-off date or any other date represents actual future net cash flows. For example, with respect to certain mortgage loans included in the issuing entity, the occupancy of the related mortgaged property reflects tenants that (i) may not have yet actually executed leases (or letters of intent), (ii) have signed leases but have not yet taken occupancy and/or are

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not paying full contractual rent, (iii) are seeking or may in the future seek to sublet all or a portion of their respective spaces, (iv) are “dark” tenants but paying rent, or (v) are affiliates of the related borrower and are leasing space pursuant to a master lease or a space lease. Similarly, with respect to certain mortgage loans included in the issuing entity, the underwritten net cash flow may be based on certain tenants that have not yet executed leases or that have signed leases but are not yet in place and/or are not yet paying rent, or have a signed lease or lease amendment expanding the leased space, but are not yet in occupancy in all or a portion of their space and/or paying rent, or may assume that future contractual rent steps (during some or all of the remaining term of a lease) have occurred. In many cases, co-tenancy provisions were assumed to be satisfied and vacant space was assumed to be occupied and space that was due to expire was assumed to have been re-let, in each case at market rates that may have exceeded current rent. You should review these and other similar assumptions and make your own determination of the appropriate assumptions to be used in determining underwritten net cash flow.

In addition, underwritten or adjusted cash flows, by their nature, are speculative and are based upon certain assumptions and projections. The failure of these assumptions or projections in whole or in part could cause the underwritten net operating income (calculated as described in “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans”) to vary substantially from the actual net operating income of a mortgaged property.

In the event of the inaccuracy of any assumptions or projections use in connection with the calculation of underwritten net cash flow, the actual net cash flow could be significantly different (and, in some cases, may be materially less) than the underwritten net cash flow presented in this prospectus, and this would change other numerical information presented in this prospectus based on or derived from the underwritten net cash flow, such as the debt service coverage ratios or debt yield presented in this prospectus. We cannot assure you that any such assumptions or projections made with respect to any mortgaged property will, in fact, be consistent with that mortgaged property’s actual performance.

In addition, the debt service coverage ratios set forth in this prospectus for the mortgage loans and the mortgaged properties vary, and may vary substantially, from the debt service coverage ratios for the mortgage loans and the mortgaged properties as calculated pursuant to the definition of such ratios as set forth in the related mortgage loan documents. See “Description of the Mortgage Pool—Certain Calculations and Definitions” in this prospectus for additional information on certain of the mortgage loans in the issuing entity.

Frequent and Early Occurrence of Borrower Delinquencies and Defaults May Adversely Affect Your Investment

If you calculate the anticipated yield of your offered certificates based on a rate of default or amount of losses lower than that actually experienced on the mortgage loans and those additional losses result in a reduction of the total distributions on, or the certificate balance of, your offered certificates, your actual yield to maturity will be lower than expected and could be negative under certain extreme scenarios. The timing of any loss on a liquidated mortgage loan that results in a reduction of the total distributions on or the certificate balance of your offered certificates will also affect the actual yield to maturity of your offered certificates, even if the rate of defaults and severity of losses are consistent with your expectations. In general, the earlier a loss is borne by you, the greater the effect on your yield to maturity.

Delinquencies on the mortgage loans, if the delinquent amounts are not advanced, may result in shortfalls in distributions of interest and/or principal to the holders of the offered certificates for the current month. Furthermore, no interest will accrue on this shortfall during the period of time that the payment is delinquent. Additionally, in instances where the principal portion of any balloon payment scheduled with respect to a mortgage loan is collected by the master servicer following the end of the related collection period, no portion of the principal received on such payment will be passed through for distribution to the certificateholders until the subsequent distribution date, which may result in shortfalls in distributions of interest to the holders of the offered certificates in the following month. Furthermore, in such instances no provision is made for the master servicer or any other party to cover any such interest shortfalls that may occur as a result. In addition, if interest and/or principal advances and/or property protection advances are

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made with respect to a mortgage loan after a default and the related mortgage loan is thereafter worked out under terms that do not provide for the repayment of those advances in full at the time of the workout, then any reimbursements of those advances prior to the actual collection of the amount for which the advance was made may also result in shortfalls in distributions of principal to the holders of the offered certificates with certificate balances for the current month. Even if losses on the mortgage loans are not allocated to a particular class of offered certificates with certificate balances, the losses may affect the weighted average life and yield to maturity of that class of offered certificates. In the case of any material monetary or material non-monetary default, the special servicer may accelerate the maturity of the related mortgage loan, which could result in an acceleration of principal distributions to the certificateholders. The special servicer may also extend or modify a mortgage loan, which could result in a substantial delay in principal distributions to the certificateholders. In addition, losses on the mortgage loans, even if not allocated to a class of offered certificates with certificate balances, may result in a higher percentage ownership interest evidenced by those offered certificates in the remaining mortgage loans than would otherwise have resulted absent the loss. The consequent effect on the weighted average life and yield to maturity of the offered certificates will depend upon the characteristics of those remaining mortgage loans in the issuing entity.

The Mortgage Loans Have Not Been Reviewed or Re-Underwritten by Us; Some Mortgage Loans May Not Have Complied With Another Originator’s Underwriting Criteria

Although the sponsors have conducted a review of the mortgage loans to be sold to us for this securitization transaction, we, as the depositor for this securitization transaction, have neither originated the mortgage loans nor conducted a review or re-underwriting of the mortgage loans. Instead, we have relied on the representations and warranties made by the applicable sponsor and the remedies for breach of a representation and warranty as described under “Description of the Mortgage Loan Purchase Agreements” and each sponsor’s description of its underwriting criteria described under “Transaction Parties—The Sponsors and Mortgage Loan Sellers—Goldman Sachs Mortgage Company—Goldman Originator’s Underwriting Guidelines and Processes”, “—Argentic Real Estate Finance LLC—Argentic’s Underwriting Standards and Processes” and “—Starwood Mortgage Capital LLC—SMC’s Underwriting Guidelines and Processes”.

A description of the review conducted by each sponsor for this securitization transaction is set forth under “Transaction Parties—The Sponsors and Mortgage Loan Sellers—Goldman Sachs Mortgage Company—Review of GSMC Mortgage Loans”, “—Argentic Real Estate Finance LLC—Review of Mortgage Loans for Which Argentic is the Sponsor” and “—Starwood Mortgage Capital LLC—Review of SMC Mortgage Loans”.

The representations and warranties made by the sponsors may not cover all of the matters that one would review in underwriting a mortgage loan and you should not view them as a substitute for re-underwriting the mortgage loans. Furthermore, these representations and warranties in some respects represent an allocation of risk rather than a confirmed description of the mortgage loans. If we had re-underwritten the mortgage loans, it is possible that the re-underwriting process may have revealed problems with a mortgage loan not covered by a representation or warranty or may have revealed inaccuracies in the representations and warranties. See “—Other Risks Relating to the Certificates—The Sponsors May Not Make Required Repurchases or Substitutions of Defective Mortgage Loans or Pay Any Loss of Value Payment Sufficient to Cover All Losses on a Defective Mortgage Loan” below, and “Description of the Mortgage Loan Purchase Agreements”.

As a result of the foregoing, you are advised and encouraged to make your own investment decision based on a careful review of the information set forth in this prospectus and your own view of the mortgage pool.

Static Pool Data Would Not Be Indicative of the Performance of this Pool

As a result of the distinct nature of each pool of commercial mortgage loans, and the separate mortgage loans within the pool, this prospectus does not include disclosure concerning the delinquency and loss experience of static pools of periodic originations by any sponsor of assets of the type to be securitized (known as “static pool data”). In particular, static pool data showing a low level of delinquencies and defaults

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would not be indicative of the performance of this pool or any other pools of mortgage loans originated by the same sponsor or sponsors.

While there may be certain common factors affecting the performance and value of income-producing real properties in general, those factors do not apply equally to all income-producing real properties and, in many cases, there are unique factors that will affect the performance and/or value of a particular income-producing real property. Moreover, the effect of a given factor on a particular real property will depend on a number of variables, including but not limited to property type, geographic location, competition, sponsorship and other characteristics of the property and the related commercial mortgage loan. Each income-producing real property represents a separate and distinct business venture and, as a result, each of the mortgage loans requires a unique underwriting analysis. Furthermore, economic and other conditions affecting real properties, whether worldwide, national, regional or local, vary over time. The performance of a pool of mortgage loans originated and outstanding under a given set of economic conditions may vary significantly from the performance of an otherwise comparable mortgage pool originated and outstanding under a different set of economic conditions.

Therefore, you should evaluate this offering on the basis of the information set forth in this prospectus with respect to the mortgage loans, and not on the basis of any successful performance of other pools of securitized commercial mortgage loans.

Appraisals May Not Reflect Current or Future Market Value of Each Property

Appraisals were obtained with respect to each of the mortgaged properties at or about the time of origination of the applicable mortgage loan (or whole loan, if applicable) or at or around the time of the acquisition of the mortgage loan (or whole loan, if applicable) by the related originator or sponsor. See Annex A-1 for the dates of the latest appraisals for the mortgaged properties. We have not obtained new appraisals of the mortgaged properties or assigned new valuations to the mortgage loans in connection with the offering of the offered certificates. The market values of the mortgaged properties could have declined since the origination of the related mortgage loans.

In general, appraisals represent the analysis and opinion of qualified appraisers and are not guarantees of present or future value. One appraiser may reach a different conclusion than that of a different appraiser with respect to the same property. The appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller and, in certain cases, may have taken into consideration the purchase price paid by the borrower. The amount could be significantly higher than the amount obtained from the sale of a mortgaged property in a distress or liquidation sale.

Information regarding the appraised values of the mortgaged properties (including loan-to-value ratios) presented in this prospectus is not intended to be a representation as to the past, present or future market values of the mortgaged properties. For example, in some cases, a borrower or its affiliate may have acquired the related mortgaged property for a price or otherwise for consideration in an amount that is less than the related appraised value specified on Annex A-1, including at a foreclosure sale or through acceptance of a deed-in-lieu of foreclosure. Historical operating results of the mortgaged properties used in these appraisals, as adjusted by various assumptions, estimates and subjective judgments on the part of the appraiser, may not be comparable to future operating results. In addition, certain appraisals may be based on extraordinary assumptions, including without limitation, that certain tenants are in-place and paying rent when such tenants have not yet taken occupancy or that certain renovations or property improvement plans have been completed. Additionally, certain appraisals with respect to mortgage loans secured by multiple mortgaged properties may have been conducted on a portfolio basis rather than on an individual property basis, and the sum of the values of the individual properties may be different from (and in some cases may be less than) the appraised value of the aggregate of such properties on a portfolio basis. In addition, other factors may impair the mortgaged properties’ value without affecting their current net operating income, including:

● changes in governmental regulations, zoning or tax laws;

● potential environmental or other legal liabilities;

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● the availability of refinancing; and

● changes in interest rate levels.

In certain cases, appraisals may reflect “as-stabilized”, “prospective as stabilized” and “as-is” values. However, the appraised value reflected in this prospectus with respect to each mortgaged property, except as described under “Description of the Mortgage Pool—Certain Calculations and Definitions”, reflects only the “as-is” value (or, in certain cases, may reflect the “as-stabilized” value as a result of the satisfaction of the related conditions or assumptions unless otherwise specified), which may contain certain assumptions, such as future construction completion, projected re-tenanting or increased tenant occupancies. See “Description of the Mortgage Pool—Appraised Value”.

Additionally, with respect to the appraisals setting forth assumptions, particularly those setting forth extraordinary assumptions, as to the “as-is” and “as-stabilized” values, we cannot assure you that those assumptions are or will be accurate or that the “as-stabilized” value will be the value of the related mortgaged property at the indicated stabilization date or at maturity. Any engineering report, site inspection or appraisal represents only the analysis of the individual consultant, engineer or inspector preparing such report at the time of such report, and may not reveal all necessary or desirable repairs, maintenance and capital improvement items. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers—Goldman Sachs Mortgage Company—Goldman Originator’s Underwriting Guidelines and Processes”, “—Argentic Real Estate Finance LLC—Argentic’s Underwriting Standards and Processes” and “—Starwood Mortgage Capital LLC—SMC’s Underwriting Guidelines and Processes” for additional information regarding the appraisals. We cannot assure you that the information set forth in this prospectus regarding the appraised values or loan-to-value ratios accurately reflects past, present or future market values of the mortgaged properties or the amount that would be realized upon a sale of the related mortgaged property.

Seasoned Mortgage Loans Present Additional Risk of Repayment

Certain of the mortgage loans are seasoned mortgage loans. For example, with respect to the SoCal Retail Portfolio (5.8%) mortgage loan, the related mortgage loan was originated six months prior to the cut-off date. There are a number of risks associated with seasoned mortgage loans that are not present, or are present to a lesser degree, with more recently originated mortgage loans. For example:

● property values and surrounding areas have likely changed since origination; origination standards at the time the mortgage loans were originated may have been different than current origination standards;

● the business circumstances and financial condition of the related borrowers and tenants may have changed since the mortgage loans were originated;

● the environmental circumstances at the mortgaged properties may have changed since the mortgage loans were originated;

● the physical condition of the mortgaged properties or improvements may have changed since origination; and

● the circumstances of the mortgaged properties, the borrower and the tenants may have changed in other respects since the mortgage loans were originated.

The Performance of a Mortgage Loan and Its Related Mortgaged Property Depends in Part on Who Controls the Borrower and Mortgaged Property

The operation and performance of a mortgage loan (or whole loan) will depend in part on the identity of the persons or entities who control the borrower and the mortgaged property. The performance of a mortgage loan (or whole loan) may be adversely affected if control of a borrower changes, which may occur, for example, by means of transfers of direct or indirect ownership interests in the borrower, or if the

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mortgage loan (or whole loan) is assigned to and assumed by another person or entity along with a transfer of the property to that person or entity.

Many of the mortgage loans generally place certain restrictions on the transfer and/or pledging of general partnership and managing member equity interests in a borrower, such as specific percentage or control limitations, although some have current or permit future mezzanine or subordinate debt. We cannot assure you the ownership of any of the borrowers would not change during the term of the related mortgage loan and result in a material adverse effect on your certificates. See “Description of the Mortgage Pool—Additional Indebtedness” and “—Certain Terms of the Mortgage Loans—‘Due-On-Sale’ and ‘Due-On-Encumbrance’ Provisions”.

The Borrower’s Form of Entity May Cause Special Risks

The borrowers are legal entities rather than individuals. Mortgage loans made to legal entities may entail greater risks of loss than those associated with mortgage loans made to individuals. For example, a legal entity, as opposed to an individual, may be more inclined to seek legal protection from its creditors under the bankruptcy laws. Unlike individuals involved in bankruptcies, most entities generally, but not in all cases, do not have personal assets and creditworthiness at stake.

The terms of certain of the mortgage loans require that the borrowers be single-purpose entities and, in most cases, such borrowers’ organizational documents or the terms of the mortgage loans limit their activities to the ownership of only the related mortgaged property or mortgaged properties and limit the borrowers’ ability to incur additional indebtedness. Such provisions are designed to mitigate the possibility that the borrower’s financial condition would be adversely impacted by factors unrelated to the related mortgaged property and mortgage loan. Such borrower may also have previously owned property other than the related mortgaged property or may be a so-called “recycled” single-purpose entity that previously had other business activities and liabilities. However, we cannot assure you that such borrowers have in the past complied, and will comply, with such requirements, and in some cases unsecured debt exists and/or is allowed in the future. Furthermore, in many cases such borrowers are not required to observe all covenants and conditions which typically are required in order for such borrowers to be viewed under standard rating agency criteria as “single purpose entities”.

Although a borrower may currently be a single purpose entity, in certain cases the borrowers were not originally formed as single purpose entities, but at origination of the related mortgage loan (or whole loan, as applicable) their organizational documents were amended. That borrower may have previously owned property other than the related mortgaged property and may not have observed all covenants that typically are required to consider a borrower a “single purpose entity” and thus may have liabilities arising from events prior to becoming a single purpose entity.

The organizational documents of a borrower or the direct or indirect managing partner or member of a borrower may also contain requirements that there be one or two independent directors, managers or trustees (depending on the entity form of such borrower) whose vote is required before the borrower files a voluntary bankruptcy or insolvency petition or otherwise institutes insolvency proceedings. Generally, but not always, the independent directors, managers or trustees may only be replaced with certain other independent successors. Although the requirement of having independent directors, managers or trustees is designed to mitigate the risk of a voluntary bankruptcy filing by a solvent borrower, a borrower could file for bankruptcy without obtaining the consent of its independent director(s) (and we cannot assure you that such bankruptcy would be dismissed as an unauthorized filing), and in any case the independent directors, managers or trustees may determine that a bankruptcy filing is an appropriate course of action to be taken by such borrower. Although the independent directors, managers or trustees generally owe no fiduciary duties to entities other than the borrower itself, such determination might take into account the interests and financial condition of such borrower’s parent entities and such parent entities’ other subsidiaries in addition to those of the borrower. Consequently, the financial distress of an affiliate of a borrower might increase the likelihood of a bankruptcy filing by a borrower.

The bankruptcy of a borrower, or a general partner or managing member of a borrower, may impair the ability of the lender to enforce its rights and remedies under the related mortgage loan. Certain of the

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mortgage loans have been made to single purpose limited partnerships that have a general partner or general partners that are not themselves single purpose entities. Such loans are subject to additional bankruptcy risk. The organizational documents of the general partner in such cases do not limit it to acting as the general partner of the partnership. Accordingly there is a greater risk that the general partner may become insolvent for reasons unrelated to the mortgaged property. The bankruptcy of a general partner may dissolve the partnership under applicable state law. In addition, even if the partnership itself is not insolvent, actions by the partnership and/or a bankrupt general partner that are outside the ordinary course of their business, such as refinancing the related mortgage loan, may require prior approval of the bankruptcy court in the general partner’s bankruptcy case. The proceedings required to resolve these issues may be costly and time-consuming.

Any borrower, even an entity structured as a single purpose entity, as an owner of real estate, will be subject to certain potential liabilities and risks as an owner of real estate. We cannot assure you that any borrower will not file for bankruptcy protection or that creditors of a borrower or a corporate or individual general partner or managing member of a borrower will not initiate a bankruptcy or similar proceeding against such borrower or corporate or individual general partner or managing member.

Certain borrowers’ organizational documents or the terms of certain mortgage loans permit an affiliated property manager to maintain a custodial account on behalf of such borrower and certain affiliates of such borrower into which funds available to such borrower under the terms of the related mortgage loans and funds of such affiliates are held, but which funds are and will continue to be separately accounted for as to each item of income and expense for each related mortgaged property and each related borrower. A custodial account structure for affiliated entities, while common among certain REITs, institutions or independent owners of multiple properties, presents a risk for consolidation of the assets of such affiliates as commingling of funds is a factor a court may consider in considering a request by other creditors for substantive consolidation. Substantive consolidation is an equitable remedy that could result in an otherwise solvent company becoming subject to the bankruptcy proceedings of an insolvent affiliate, making its assets available to repay the debts of affiliated companies. A court has the discretion to order substantive consolidation in whole or in part and may include non-debtor affiliates of the bankrupt entity in the proceedings. In particular, consolidation may be ordered when corporate funds are commingled and used for a principal’s personal purposes, inadequate records of transfers are made and corporate entities are deemed an alter ego of a principal. Strict adherence to maintaining separate books and records, avoiding commingling of assets and otherwise maintaining corporate policies designed to preserve the separateness of corporate assets and liabilities make it less likely that a court would order substantive consolidation, but we cannot assure you that the related borrowers, property managers or affiliates will comply with these requirements as set forth in the related mortgage loans.

Furthermore, with respect to any affiliated borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of such borrowers with those of the parent. Consolidation of the assets of such borrowers would likely have an adverse effect on the funds available to make distributions on your certificates, and may lead to a downgrade, withdrawal or qualification of the ratings of your certificates.

See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” and “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”.

In addition, borrowers may own a mortgaged property as a Delaware statutory trust or as tenants-in-common. Delaware statutory trusts may be restricted in their ability to actively operate a property, and in the case of a mortgaged property that is owned by a Delaware statutory trust or by tenants-in-common, there is a risk that obtaining the consent of the holders of the beneficial interests in the Delaware statutory trust or the consent of the tenants-in-common will be time consuming and cause delays with respect to the taking of certain actions by or on behalf of the borrower, including with respect to the related mortgaged property. See “—Tenancies-in-Common May Hinder Recovery” below. See also “Description of the Mortgage Pool—Mortgage Pool Characteristics—Tenancies-in-Common or Diversified Ownership”.

In addition, certain of the mortgage loans may have borrowers that are wholly or partially (directly or indirectly) owned by one or more crowd funding investor groups or other diversified ownership structures.

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Investments in the commercial real estate market through crowd funding investor groups are a relatively recent development and there may be certain unanticipated risks to this new ownership structure which may adversely affect the related mortgage loan. Typically, the crowd funding investor group is made up of a large number of individual investors who invest relatively small amounts in the group pursuant to a securities offering. With respect to an equity investment in the borrower, the crowd funding investor group in turn purchases a stake in the borrower. Accordingly, equity in the borrower is indirectly held by the individual investors in the crowd funding group. We cannot assure you that either the crowd funding investor group or the individual investors in the crowd funding investor group or other diversified ownership structure have relevant expertise in the commercial real estate market. Additionally, crowd funding investor groups are required to comply with various securities regulations related to offerings of securities and we cannot assure you that any enforcement action or legal proceeding regarding failure to comply with such securities regulations would not delay enforcement of the related mortgage loan. Furthermore, we cannot assure you that a bankruptcy proceeding by the crowd funding investor group or other diversified ownership structure will not delay enforcement of the related mortgage loan or otherwise impair the borrower’s ability to operate the related mortgaged property. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Tenancies-in-Common or Diversified Ownership”. See “—Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions”, “—Frequent and Early Occurrence of Borrower Delinquencies and Defaults May Adversely Affect Your Investment” and “—The Performance of a Mortgage Loan and Its Related Mortgaged Property Depends in Part on Who Controls the Borrower and Mortgaged Property”.

See representation and warranty number 31 on Annex D-1 and representation and warranty number 33 on Annex E-1 and any identified exceptions to those representations and warranties, if any, on Annex D-2, Annex D-3 and Annex E-2, respectively, for additional information.

A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans

Numerous statutory provisions, including the Bankruptcy Code and state laws affording relief to debtors, may interfere with and delay the ability of a secured mortgage lender to obtain payment of a loan, to realize upon collateral and/or to enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) are automatically stayed upon the filing of a bankruptcy petition, and, often, no interest or principal payments are made during the course of the bankruptcy proceeding. Also, under federal bankruptcy law, the filing of a petition in bankruptcy by or on behalf of a junior lien holder may stay the senior lender from taking action to foreclose out such junior lien. Certain of the mortgage loans have borrower sponsors that have previously filed bankruptcy and we cannot assure you that such borrower sponsors will not be more likely than other borrower sponsors to utilize their rights in bankruptcy in the event of any threatened action by the mortgagee to enforce its rights under the related mortgage loan documents. As a result, the issuing entity’s recovery with respect to borrowers in bankruptcy proceedings may be significantly delayed, and the aggregate amount ultimately collected may be substantially less than the amount owed. See “—Other Financings or Ability To Incur Other Indebtedness Entails Risk” below, “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” and “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”.

Additionally, the courts of any state may refuse the foreclosure of a mortgage or deed of trust when an acceleration of the indebtedness would be inequitable or unjust or the circumstances would render the action unconscionable. See “Certain Legal Aspects of Mortgage Loans—Foreclosure”.

See also “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Tenant Bankruptcy Could Result in a Rejection of the Related Lease” above.

Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions

There may be (and there may exist from time to time) pending or threatened legal proceedings against, or disputes with, the borrowers, the borrower sponsors and the managers of the mortgaged properties and their respective affiliates arising out of their ordinary business. We have not undertaken a search for all legal

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proceedings that relate to the borrowers, borrower sponsors or managers for the mortgaged properties and their respective affiliates. Potential investors are advised and encouraged to perform their own searches related to such matters to the extent relevant to their investment decision. Any such litigation or dispute may materially impair distributions to certificateholders if borrowers must use property income to pay judgments, legal fees or litigation costs. We cannot assure you that any litigation or dispute or any settlement of any litigation or dispute will not have a material adverse effect on your investment.

Additionally, a borrower or a principal of a borrower or affiliate may have been a party to a bankruptcy, foreclosure, litigation or other proceeding, particularly against a lender, or has been convicted of a crime in the past. In addition, certain of the borrower sponsors, property managers, affiliates of any of the foregoing and/or entities controlled thereby have been a party to bankruptcy proceedings, mortgage loan defaults and restructures, discounted payoffs, foreclosure proceedings or deed-in-lieu of foreclosure transactions, or other material proceedings (including criminal proceedings) in the past, whether or not related to the mortgaged property securing a mortgage loan in this securitization transaction. In some cases, mortgaged properties securing certain of the mortgage loans may have previously secured other loans that had been in default, restructured or the subject of a discounted payoff, foreclosure or deed-in-lieu of foreclosure.

Certain of the borrower sponsors may have a history of litigation or other proceedings against their lender, in some cases involving various parties to a securitization transaction. We cannot assure you that the borrower sponsors that have engaged in litigation or other proceedings in the past will not commence action against the issuing entity in the future upon any attempt by the special servicer to enforce the mortgage loan documents. Any such actions by the borrower or borrower sponsor may result in significant expense and potential loss to the issuing entity and a shortfall in funds available to make payments on the offered certificates. In addition, certain principals or borrower sponsors may have in the past been convicted of, or pled guilty to, a felony. We cannot assure you that the borrower or principal will not be more likely than other borrowers or principals to avail itself or cause a borrower to avail itself of its legal rights, under the Bankruptcy Code or otherwise, in the event of an action or threatened action by the lender or its servicer to enforce the related mortgage loan documents, or otherwise conduct its operations in a manner that is in the best interests of the lender and/or the mortgaged property. We cannot assure you that any such proceedings or actions will not have a material adverse effect upon distributions on your certificates. Further, borrowers, principals of borrowers, property managers and affiliates of such parties may, in the future, be involved in bankruptcy proceedings, foreclosure proceedings or other material proceedings (including criminal proceedings), whether or not related to the mortgage loans. We cannot assure you that any such proceedings will not negatively impact a borrower’s or borrower sponsor’s ability to meet its obligations under the related mortgage loan and, as a result could have a material adverse effect upon your certificates.

Often it is difficult to confirm the identity of owners of all of the equity in a borrower, which means that past issues may not be discovered as to such owners. See “Description of the Mortgage Pool—Litigation and Other Considerations” and “—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings” for additional information on certain mortgage loans in the issuing entity. However, we cannot assure you that there are no undisclosed bankruptcy proceedings, foreclosure proceedings, deed-in-lieu-of-foreclosure transaction and/or mortgage loan workout matters that involved one or more mortgage loans or mortgaged properties, and/or a guarantor, borrower sponsor or other party to a mortgage loan.

In addition, in the event the owner of a borrower experiences financial problems, we cannot assure you that such owner would not attempt to take actions with respect to the mortgaged property that may adversely affect the borrower’s ability to fulfill its obligations under the related mortgage loan. See “Description of the Mortgage Pool—Litigation and Other Considerations” for information regarding litigation matters with respect to certain mortgage loans.

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Other Financings or Ability To Incur Other Indebtedness Entails Risk

When a borrower (or its constituent members) also has one or more other outstanding loans (even if they are pari passu, subordinated, mezzanine, preferred equity or unsecured loans or another type of equity pledge), the issuing entity is subjected to additional risk such as:

● the borrower (or its constituent members) may have difficulty servicing and repaying multiple financings;

● the existence of other financings will generally also make it more difficult for the borrower to obtain refinancing of the related mortgage loan (or whole loan, if applicable) or sell the related mortgaged property and may thereby jeopardize repayment of the mortgage loan (or whole loan, if applicable);

● the need to service additional financings may reduce the cash flow available to the borrower to operate and maintain the mortgaged property and the value of the mortgaged property may decline as a result;

● if a borrower (or its constituent members) defaults on its mortgage loan and/or any other financing, actions taken by other lenders such as a suit for collection, foreclosure or an involuntary petition for bankruptcy against the borrower could impair the security available to the issuing entity, including the mortgaged property, or stay the issuing entity’s ability to foreclose during the course of the bankruptcy case;

● the bankruptcy of another lender also may operate to stay foreclosure by the issuing entity; and

● the issuing entity may also be subject to the costs and administrative burdens of involvement in foreclosure or bankruptcy proceedings or related litigation.

Although the companion loans related to a serviced whole loan and any non-serviced mortgage loan are not assets of the issuing entity, each related borrower is still obligated to make interest and principal payments on such companion loans. As a result, the issuing entity is subject to additional risks, including:

● the risk that the necessary maintenance of the related mortgaged property could be deferred to allow the borrower to pay the required debt service on these other obligations and that the value of the mortgaged property may fall as a result; and

● the risk that it may be more difficult for the borrower to refinance these loans or to sell the related mortgaged property for purposes of making any balloon payment on the entire balance of such loans and the related additional debt at maturity.

With respect to mezzanine financing (if any), while a mezzanine lender has no security interest in the related mortgaged properties, a default under a mezzanine loan could cause a change in control of the related borrower. With respect to mortgage loans that permit mezzanine financing, the relative rights of the mortgagee and the related mezzanine lender will generally be set forth in an intercreditor agreement, which agreements typically provide that the rights of the mezzanine lender (including the right to payment) against the borrower and mortgaged property are subordinate to the rights of the mortgage lender and that the mezzanine lender may not take any enforcement action against the mortgage borrower and mortgaged property.

In addition, the mortgage loan documents related to certain mortgage loans may have or permit future “preferred equity” structures, where one or more special limited partners or members receive a preferred return in exchange for an infusion of capital or other type of equity pledge that may require payments of a specified return or of excess cash flow. Such arrangements can present risks that resemble mezzanine debt, including dilution of the borrower’s equity in the mortgaged property, stress on the cash flow in the form of a preferred return or excess cash payments, and/or potential changes in the management of the related mortgaged property in the event the preferred return is not satisfied.

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Additionally, the terms of certain mortgage loans permit or require the borrowers to post letters of credit and/or surety bonds for the benefit of the related mortgage loan, which may constitute a contingent reimbursement obligation of the related borrower or an affiliate. The issuing bank or surety will not typically agree to subordination and standstill protection benefiting the mortgagee.

In addition, borrowers under most of the mortgage loans are generally permitted to incur trade payables and equipment financing, which may not be limited or may be significant, in order to operate the related mortgaged properties. Also, with respect to certain mortgage loans the related borrower either has incurred or is permitted to incur unsecured debt from an affiliate of either the borrower or the borrower sponsor. See “Description of the Mortgage Pool—Additional Indebtedness—Other Unsecured Indebtedness”.

For additional information, see “Description of the Mortgage Pool—Additional Indebtedness” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Tenancies-in-Common May Hinder Recovery

Certain of the mortgage loans included in the issuing entity have borrowers that own the related mortgaged properties as tenants-in-common. In general, with respect to a tenant-in-common ownership structure, each tenant-in-common owns an undivided share in the property and if such tenant-in-common desires to sell its interest in the property (and is unable to find a buyer or otherwise needs to force a partition) the tenant-in-common has the ability to request that a court order a sale of the property and distribute the proceeds to each tenant in common proportionally. As a result, if a tenant-in-common that has not waived its right of partition or similar right exercises a right of partition, the related mortgage loan may be subject to prepayment. The bankruptcy, dissolution or action for partition by one or more of the tenants-in-common could result in an early repayment of the related mortgage loan, significant delay in recovery against the tenant-in-common borrowers, particularly if the tenant-in-common borrowers file for bankruptcy separately or in series (because each time a tenant-in-common borrower files for bankruptcy, the bankruptcy court stay will be reinstated), a material impairment in property management and a substantial decrease in the amount recoverable upon the related mortgage loan. Not all tenants-in-common under the mortgage loans will be single purpose entities. Each tenant-in-common borrower has waived its right to partition, reducing the risk of partition. However, we cannot assure you that, if challenged, this waiver would be enforceable. In addition, in some cases, the related mortgage loan documents may provide for full recourse (or in an amount equal to its pro rata share of the debt) to the related tenant-in-common borrower or the guarantor if a tenant-in-common files for partition.

Risks Relating to Enforceability of Cross-Collateralization

Cross-collateralization arrangements may be terminated in certain circumstances under the terms of the related mortgage loan documents. Cross-collateralization arrangements whereby multiple borrowers grant their respective mortgaged properties as security for one or more mortgage loans could be challenged as fraudulent conveyances by the creditors or the bankruptcy estate of any of the related borrowers.

Among other things, a legal challenge to the granting of the liens may focus on the benefits realized by that borrower from the respective mortgage loan proceeds, as well as the overall cross-collateralization. If a court were to conclude that the granting of the liens was an avoidable fraudulent conveyance, that court could subordinate all or part of the mortgage loan to other debt of that borrower, recover prior payments made on that mortgage loan, or take other actions such as invalidating the mortgage loan or the mortgages securing the cross-collateralization. See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”.

In addition, when multiple real properties secure a mortgage loan, the amount of the mortgage encumbering any particular one of those properties may be less than the full amount of the related aggregate mortgage loan indebtedness, to minimize recording tax. This mortgage amount is generally established at 100% to 150% of the appraised value or allocated loan amount for the mortgaged property and will limit the extent to which proceeds from the property will be available to offset declines in value of the other properties securing the same mortgage loan.

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See “Description of the Mortgage Pool—Mortgage Pool Characteristics” for a description of any mortgage loans that are cross-collateralized and cross-defaulted with each other or that are secured by multiple properties owned by multiple borrowers.

Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions

Provisions requiring yield maintenance charges, prepayment premiums or lockout periods may not be enforceable in some states and under federal bankruptcy law. Provisions requiring prepayment premiums or yield maintenance charges also may be interpreted as constituting the collection of interest for usury purposes. Accordingly, we cannot assure you that the obligation to pay a yield maintenance charge or prepayment premium will be enforceable. Also, we cannot assure you that foreclosure proceeds will be sufficient to pay an enforceable yield maintenance charge or prepayment premium.

Additionally, although the collateral substitution provisions related to defeasance do not have the same effect on the certificateholders as prepayment, we cannot assure you that a court would not interpret those provisions as the equivalent of a yield maintenance charge or prepayment premium. In certain jurisdictions those collateral substitution provisions might therefore be deemed unenforceable or usurious under applicable law or public policy.

Risks Associated with One Action Rules

Several states (such as California) have laws that prohibit more than one “judicial action” to enforce a mortgage obligation, and some courts have construed the term “judicial action” broadly. Accordingly, the special servicer will be required to obtain advice of counsel prior to enforcing any of the issuing entity’s rights under any of the mortgage loans that include mortgaged properties where a “one action” rule could be applicable. In the case of a multi property mortgage loan which is secured by mortgaged properties located in multiple states, the special servicer may be required to foreclose first on properties located in states where “one action” rules apply (and where non judicial foreclosure is permitted) before foreclosing on properties located in states where judicial foreclosure is the only permitted method of foreclosure. See “Certain Legal Aspects of Mortgage Loans—Foreclosure”.

State Law Limitations on Assignments of Leases and Rents May Entail Risks

Generally mortgage loans included in an issuing entity secured by mortgaged properties that are subject to leases typically will be secured by an assignment of leases and rents pursuant to which the related borrower (or with respect to any indemnity deed of trust structure, the related property owner) assigns to the lender its right, title and interest as landlord under the leases of the related mortgaged properties, and the income derived from those leases, as further security for the related mortgage loan, while retaining a license to collect rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect rents. Some state laws may require that the lender take possession of the related property and obtain a judicial appointment of a receiver before becoming entitled to collect the rents. In addition, if bankruptcy or similar proceedings are commenced by or in respect of the borrower, the lender’s ability to collect the rents may be adversely affected. See “Certain Legal Aspects of Mortgage Loans—Leases and Rents” and “—Bankruptcy Laws”.

Various Other Laws Could Affect the Exercise of Lender’s Rights

The laws of the jurisdictions in which the mortgaged properties are located (which laws may vary substantially) govern many of the legal aspects of the mortgage loans. These laws may affect the ability to foreclose on, and, in turn the ability to realize value from, the mortgaged properties securing the mortgage loans. For example, state law determines:

● what proceedings are required for foreclosure;

● whether the borrower and any foreclosed junior lienors may redeem the property and the conditions under which these rights of redemption may be exercised;

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● whether and to what extent recourse to the borrower is permitted; and

● what rights junior mortgagees have and whether the amount of fees and interest that lenders may charge is limited.

In addition, the laws of some jurisdictions may render certain provisions of the mortgage loans unenforceable or subject to limitations which may affect lender’s rights under the mortgage loans. Delays in liquidations of defaulted mortgage loans and shortfalls in amounts realized upon liquidation as a result of the application of these laws may create delays and shortfalls in payments to certificateholders. See “Certain Legal Aspects of Mortgage Loans”.

For example, Florida statutes render unenforceable provisions that allow for acceleration and other unilateral modifications solely as a result of a property owner entering into an agreement for a property-assessed clean energy (“PACE”) financing. Consequently, given that certain remedies in connection therewith are not enforceable in Florida, we cannot assure you that any borrower owning assets in Florida will not obtain PACE financing notwithstanding any prohibition on such financing set forth in the related mortgage loan documents. See “Certain Legal Aspects of Mortgage Loans”.

The Absence of Lockboxes Entails Risks That Could Adversely Affect Distributions on Your Certificates

Certain of the mortgage loans may not presently require the related borrower to cause rent and other payments to be made into a lockbox account maintained on behalf of the mortgagee, although some of those mortgage loans do provide for a springing lockbox. If rental payments are not required to be made directly into a lockbox account, there is a risk that the borrower will divert such funds for other purposes.

Borrower May Be Unable To Repay Remaining Principal Balance on Maturity Date; Longer Amortization Schedules and Interest-Only Provisions Increase Risk

Mortgage loans with substantial remaining principal balances at their stated maturity date involve greater risk than fully-amortizing mortgage loans. This is because the borrower may be unable to repay the mortgage loan at that time. In addition, fully amortizing mortgage loans which may pay interest on an “actual/360” basis but have fixed monthly payments may, in effect, have a small balloon payment due at maturity.

All of the mortgage loans have amortization schedules that are significantly longer than their respective terms to maturity and many of the mortgage loans require only payments of interest for part or all of their respective terms. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Due Dates; Mortgage Rates; Calculations of Interest”. A longer amortization schedule or an interest-only provision in a mortgage loan will result in a higher amount of principal outstanding under the mortgage loan at any particular time, including at the maturity date of the mortgage loan, than would have otherwise been the case had a shorter amortization schedule been used or had the mortgage loan had a shorter interest-only period or not included an interest-only provision at all. That higher principal amount outstanding could both (i) make it more difficult for the related borrower to make the required balloon payment at maturity and (ii) lead to increased losses for the issuing entity either during the loan term or at maturity if the mortgage loan becomes a defaulted mortgage loan.

A borrower’s ability to repay a mortgage loan (or whole loan) on its stated maturity date typically will depend upon its ability either to refinance the mortgage loan (or whole loan) or to sell the mortgaged property at a price sufficient to permit repayment. A borrower’s ability to achieve either of these goals will be affected by a number of factors, including:

● the availability of, and competition for, credit for commercial or multifamily real estate projects, which fluctuate over time;

● the prevailing interest rates;

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● the net operating income generated by the mortgaged property;

● the fair market value of the related mortgaged property;

● the borrower’s equity in the related mortgaged property;

● significant tenant rollover at the related mortgaged properties (see “—Retail Properties Have Special Risks” and “—Office Properties Have Special Risks” above);

● the borrower’s financial condition;

● the operating history and occupancy level of the mortgaged property;

● reductions in applicable government assistance/rent subsidy programs;

● the tax laws; and

● prevailing general and regional economic conditions.

With respect to any mortgage loan that is part of a whole loan, the risks relating to balloon payment obligations are enhanced by the existence and amount of any related companion loans.

None of the sponsors, any party to the pooling and servicing agreement or any other person will be under any obligation to refinance any mortgage loan. However, in order to maximize recoveries on defaulted mortgage loans, the pooling and servicing agreement permits the special servicer (and each pooling and servicing agreement governing the servicing of a non-serviced whole loan may permit the related special servicer) to extend and modify mortgage loans in a manner consistent with the servicing standard, subject to the limitations described under “Pooling and Servicing Agreement—Realization Upon Mortgage Loans” and “—Modifications, Waivers and Amendments”.

Neither the master servicer nor the special servicer will have the ability to extend or modify a non-serviced mortgage loan because such mortgage loan is being serviced by a master servicer or the special servicer pursuant to the pooling and servicing agreement governing the servicing of the applicable non-serviced whole loan. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

We cannot assure you that any extension or modification will increase the present value of recoveries in a given case. Whether or not losses are ultimately sustained, any delay in collection of a balloon payment that would otherwise be distributable on your certificates, whether such delay is due to borrower default or to modification of the related mortgage loan, will likely extend the weighted average life of your certificates.

In addition, compliance with legal requirements, such as the credit risk retention regulations under the Dodd-Frank Act, could cause commercial real estate lenders to tighten their lending standards and reduce the availability of debt financing for commercial real estate borrowers. This, in turn, may adversely affect the borrower’s ability to refinance the mortgage loans or sell the mortgaged property on the stated maturity date. We cannot assure you that each borrower under a balloon loan will have the ability to repay the principal balance of such mortgage loan on the related maturity date.

See “Description of the Mortgage Pool—Mortgage Pool Characteristics”.

Risks Related to Ground Leases and Other Leasehold Interests

With respect to certain mortgaged properties, the encumbered interest will be characterized as a “fee interest” if (i) the borrower has a fee interest in all or substantially all of the mortgaged property (provided that if the borrower has a leasehold interest in any portion of the mortgaged property, such portion is not material to the use or operation of the mortgaged property), or (ii) the mortgage loan is secured by the borrower’s leasehold interest in the mortgaged property as well as the borrower’s (or other fee owner’s) overlapping fee interest in the related mortgaged property.

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Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the related borrower’s leasehold were to be terminated upon a lease default, the lender would lose its security in the leasehold interest. Generally, each related ground lease or a lessor estoppel requires the lessor to give the lender notice of the borrower’s defaults under the ground lease and an opportunity to cure them, permits the leasehold interest to be assigned to the lender or the purchaser at a foreclosure sale, in some cases only upon the consent of the lessor, and contains certain other protective provisions typically included in a “mortgageable” ground lease, although not all these protective provisions are included in each case.

Upon the bankruptcy of a lessor or a lessee under a ground lease, the debtor has the right to assume or reject the lease. If a debtor lessor rejects the lease, the lessee has the right pursuant to the Bankruptcy Code to treat such lease as terminated by rejection or remain in possession of its leased premises for the rent otherwise payable under the lease for the remaining term of the ground lease (including renewals) and to offset against such rent any damages incurred due to the landlord’s failure to perform its obligations under the lease. If a debtor lessee/borrower rejects any or all of the lease, the leasehold lender could succeed to the lessee/borrower’s position under the lease only if the lease specifically grants the lender such right. If both the lessor and the lessee/borrower are involved in bankruptcy proceedings, the issuing entity may be unable to enforce the bankrupt lessee/borrower’s pre-petition agreement to refuse to treat a ground lease rejected by a bankrupt lessor as terminated. In such circumstances, a ground lease could be terminated notwithstanding lender protection provisions contained in the ground lease or in the mortgage.

Some of the ground leases securing the mortgage loans may provide that the ground rent payable under the related ground lease increases during the term of the mortgage loan. These increases may adversely affect the cash flow and net income of the related borrower.

A leasehold lender could lose its security unless (i) the leasehold lender holds a fee mortgage, (ii) the ground lease requires the lessor to enter into a new lease with the leasehold lender upon termination or rejection of the ground lease, or (iii) the bankruptcy court, as a court of equity, allows the leasehold lender to assume the ground lessee’s obligations under the ground lease and succeed to the ground lessee’s position. Although not directly covered by the 1994 amendments to the Bankruptcy Code, such a result would be consistent with the purpose of the 1994 amendments to the Bankruptcy Code granting the holders of leasehold mortgages permitted under the terms of the lease the right to succeed to the position of a leasehold mortgagor. Although consistent with the Bankruptcy Code, such position may not be adopted by the applicable bankruptcy court.

Further, in a decision by the United States Court of Appeals for the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir. 2003)) the court ruled with respect to an unrecorded lease of real property that where a statutory sale of the fee interest in leased property occurs under the Bankruptcy Code upon the bankruptcy of a landlord, such sale terminates a lessee’s possessory interest in the property, and the purchaser assumes title free and clear of any interest, including any leasehold estates. Pursuant to the Bankruptcy Code, a lessee may request the bankruptcy court to prohibit or condition the statutory sale of the property so as to provide adequate protection of the leasehold interest; however, the court ruled that this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds. While there are certain circumstances under which a “free and clear” sale under the Bankruptcy Code would not be authorized (including that the lessee could not be compelled in a legal or equitable proceeding to accept a monetary satisfaction of his possessory interest, and that none of the other conditions of the Bankruptcy Code otherwise permits the sale), we cannot assure you that those circumstances would be present in any proposed sale of a leased premises. As a result, we cannot assure you that, in the event of a statutory sale of leased property pursuant to the Bankruptcy Code, the lessee will be able to maintain possession of the property under the ground lease. In addition, we cannot assure you that the lessee and/or the lender will be able to recoup the full value of the leasehold interest in bankruptcy court. Most of the ground leases contain standard protections typically obtained by securitization lenders. Certain of the ground leases with respect to a mortgage loan included in the issuing entity may not. See representation and warranty number 34 on Annex D-1 and representation and warranty number 36 on Annex E-1 and the

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identified exceptions to those representations and warranties, if any, on Annex D-2, Annex D-3 and Annex E-2, respectively, for additional information.

Except as noted in this prospectus, each of the ground leases has a term that extends at least 20 years beyond the maturity date of the mortgage loan (taking into account all freely exercisable extension options) and contains customary mortgagee protection provisions, including notice and cure rights and the right to enter into a new lease with the applicable ground lessor in the event a ground lease is rejected or terminated.

With respect to certain of the mortgage loans, the related borrower may have given to certain lessors under the related ground lease a right of first refusal in the event a sale is contemplated or an option to purchase all or a portion of the mortgaged property and these provisions, if not waived, may impede the mortgagee’s ability to sell the related mortgaged property at foreclosure or adversely affect the foreclosure process.

See “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”.

Increases in Real Estate Taxes May Reduce Available Funds

Certain of the mortgaged properties securing the mortgage loans have or may in the future have the benefit of reduced real estate taxes in connection with a local government “payment in lieu of taxes” program or other tax abatement arrangements. Upon expiration of such program or if such programs were otherwise terminated, the related borrower would be required to pay higher, and in some cases substantially higher, real estate taxes. Prior to expiration of such program, the tax benefit to the mortgaged property may decrease throughout the term of the expiration date until the expiration of such program. An increase in real estate taxes may impact the ability of the borrower to pay debt service on the mortgage loan.

See “Description of the Mortgage Pool—Real Estate and Other Tax Considerations” for descriptions of real estate tax matters relating to certain mortgaged properties.

State and Local Mortgage Recording Taxes May Apply Upon a Foreclosure or Deed in Lieu of Foreclosure and Reduce Net Proceeds

Many jurisdictions impose recording taxes on mortgages which, if not paid at the time of the recording of the mortgage, may impair the ability of the lender to foreclose the mortgage. Such taxes, interest, and penalties could be significant in amount and would, if imposed, reduce the net proceeds realized by the issuing entity in liquidating the real property securing the related mortgage loan.

Risks Related to Conflicts of Interest

Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests

The originators, the sponsors and their affiliates (including certain of the underwriters) expect to derive ancillary benefits from this offering and their respective incentives may not be aligned with those of purchasers of the offered certificates. The sponsors originated or purchased the mortgage loans in order to securitize the mortgage loans by means of a transaction such as the offering of the offered certificates. The sponsors will sell the mortgage loans to the depositor (an affiliate of Goldman Sachs Mortgage Company, one of the sponsors, and of Goldman Sachs Bank USA, one of the originators, and of Goldman Sachs & Co. LLC, one of the underwriters) on the closing date in exchange for cash, derived from the sale of the offered certificates to investors and/or in exchange for offered certificates. A completed offering would reduce the originators’ exposure to the mortgage loans. The originators made the mortgage loans with a view toward securitizing them and distributing the exposure by means of a transaction such as this offering of offered certificates. In addition, certain mortgaged properties may have tenants that are affiliated with the related originator. See “Description of the Mortgage Pool—Tenant Issues—Affiliated Leases”. This offering of

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offered certificates will effectively transfer the originators’ exposure to the mortgage loans to purchasers of the offered certificates.

The originators, the sponsors and their affiliates expect to receive various benefits, including compensation, commissions, payments, rebates, remuneration and business opportunities, in connection with or as a result of this offering of offered certificates and their interests in the mortgage loans. The sponsors and their affiliates will effectively receive compensation, and may record a profit, in an amount based on, among other things, the amount of proceeds (net of transaction expenses) received from the sale of the offered certificates to investors relative to their investment in the mortgage loans. The benefits to the originators, the sponsors and their affiliates arising from the decision to securitize the mortgage loans may be greater than they would have been had other assets been selected.

Furthermore, the sponsors and/or their affiliates may benefit from a completed offering of the offered certificates because the offering would establish a market precedent and a valuation data point for securities similar to the offered certificates, thus enhancing the ability of the sponsors and their affiliates to conduct similar offerings in the future and permitting them to adjust the fair value of the mortgage loans or other similar assets or securities held on their balance sheet, including increasing the carrying value or avoiding decreasing the carrying value of some or all of such similar positions.

In some cases, the originators or their affiliates are the holders of the mezzanine loans and/or companion loans related to their mortgage loans. The originators and/or their respective affiliates may retain existing mezzanine loans and/or companion loans or originate future permitted mezzanine indebtedness with respect to the mortgage loans. These transactions may cause the originators and their affiliates or their clients or counterparties who purchase the mezzanine loans and/or companion loans, as applicable, to have economic interests and incentives that do not align with, and that may be directly contrary to, those of an investor in the offered certificates. In addition, these transactions or actions taken to maintain, adjust or unwind any positions in the future, may, individually or in the aggregate, have a material effect on the market for the offered certificates (if any), including adversely affecting the value of the offered certificates, particularly in illiquid markets. The originators, the sponsors and their affiliates will have no obligation to take, refrain from taking or cease taking any action with respect to such companion loans or any existing or future mezzanine loans, based on the potential effect on an investor in the offered certificates, and may receive substantial returns from these transactions. In addition, the originators, the sponsors or any of their respective affiliates may benefit from certain relationships, including financial dealings, with any borrower, any non-recourse carveout guarantor or any of their respective affiliates, aside from the origination of mortgage loans or contribution of mortgage loans into this securitization. Conflicts may also arise because the sponsors and their respective affiliates intend to continue to actively acquire, develop, operate, finance and dispose of real estate-related assets in the ordinary course of their businesses. During the course of their business activities, the sponsors and their respective affiliates may acquire, sell or lease properties, or finance loans secured by properties, which may include the properties securing the mortgage loans or properties that are in the same markets as the mortgaged properties. Such other properties, similar to other third-party owned real estate, may compete with the mortgaged properties for existing and potential tenants. The sponsors may also, from time to time, be among the tenants at the mortgaged properties, and they should be expected to make occupancy-related decisions based on their self-interest and not that of the issuing entity. We cannot assure you that the activities of these parties with respect to such other properties will not adversely impact the performance of the mortgaged properties.

In addition, certain of the mortgage loans included in the issuing entity may have been refinancings of debt previously held by a sponsor, an originator or one of their respective affiliates, or a sponsor, an originator or one of their respective affiliates may have or have had equity investments in the borrowers or mortgaged properties under certain of the mortgage loans included in the issuing entity. Each of the sponsors, the originators and their respective affiliates have made and/or may make loans to, or equity investments in, affiliates of the borrowers under the related mortgage loans. In the circumstances described above, the interests of the sponsors, the originators and their respective affiliates may differ from, and compete with, the interests of the issuing entity.

In addition, the borrower with respect to the CubeSmart North Bergen mortgage loan is an affiliate of Starwood Mortgage Capital LLC, the originator of such mortgage loan. We cannot assure you that the

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borrower did not receive more favorable terms than those that would have been negotiated with an unaffiliated borrower.

In addition, a majority-owned affiliate of Argentic Real Estate Finance LLC, as retaining sponsor, is expected to retain the VRR interest and the HRR certificates as described in “Credit Risk Retention”, and upon the occurrence of certain conditions as described under “Pooling and Servicing Agreement—Limitation on Liability of the Risk Retention Consultation Party” will have the right to appoint a risk retention consultation party. The risk retention consultation party may, upon request and on a strictly non-binding basis, consult with the special servicer and recommend that the special servicer take certain servicing actions, which actions may conflict with the interests of holders of certain classes of the certificates. However, the special servicer is not required to follow any such recommendations or take directions from the risk retention consultation party and is not permitted to take actions that are prohibited by law or that violate the servicing standard or the terms of the mortgage loan documents. In addition, the risk retention consultation party may be affiliated with the b-piece buyer. While the holder of the VRR interest only has consultation rights, the b-piece buyer has rights which are not merely consultive. The risk retention consultation party and the holder of the VRR interest by whom it is appointed may have interests that are in conflict with those of certain other certificateholders, in particular if the risk retention consultation party or holder of the VRR interest holds companion loans or companion loan securities, or has financial interests in or other financial dealings (as a lender or otherwise) with a borrower or an affiliate of a borrower under any of the mortgage loans. In order to minimize the effect of certain of these conflicts of interest, for so long as the risk retention consultation party or the holder of the majority of the VRR interest is a borrower party, then the risk retention consultation party will not have consultation rights solely with respect to any such excluded loan.

Further, various originators, sponsors and their respective affiliates are acting in multiple capacities in or with respect to this transaction, which may include, without limitation, acting as one or more transaction parties or a subcontractor or vendor of such party, participating in or contracting for interim servicing and/or custodial services with certain transaction parties, providing warehouse financing to, or receiving warehouse financing from, certain other originators or sponsors prior to transfer of the related mortgage loans to the issuing entity, and/or conducting due diligence on behalf of an investor with respect to the mortgage loans prior to their transfer to the issuing entity.

For a description of certain of the foregoing relationships and arrangements that exist among the parties to this securitization, see “Certain Affiliations, Relationships And Related Transactions Involving Transaction Parties” and “Transaction Parties”.

These roles and other potential relationships may give rise to conflicts of interest as described in “—Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests”, “—Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans” and “—Other Potential Conflicts of Interest May Affect Your Investment” below. Each of the foregoing relationships and related interests should be considered carefully by you before you invest in any offered certificates.

The Servicing of the Servicing Shift Whole Loans Will Shift to Other Servicers

The servicing of each of the East Village Multifamily Portfolio whole loan and the American Metro Center whole loan, each a servicing shift whole loan, is expected to be governed by the pooling and servicing agreement for this securitization only temporarily, until the applicable servicing shift securitization date. At that time, the servicing and administration of such servicing shift whole loan will shift to the related master servicer and related special servicer under the related servicing shift pooling and servicing agreement and will be governed exclusively by such servicing shift pooling and servicing agreement and the related co-lender agreement. Neither the closing dates of such securitizations nor the identity of such servicing shift master servicers or servicing shift special servicers have been determined. In addition, the provisions of the servicing shift pooling and servicing agreements have not yet been determined. Prospective investors should be aware that they will not have any control over the identity of the servicing shift master servicers or servicing shift special servicers, nor will they have any assurance as to the particular terms of such servicing shift pooling and servicing agreement except to the extent of compliance

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with certain requirements set forth in the related co-lender agreements. Moreover, the controlling class representative for this securitization will not have any consent or consultation rights with respect to the servicing of a servicing shift whole loan other than those limited consent and consultation rights as are provided in the related co-lender agreement, and the holder of the related controlling companion loan or the controlling party in the related securitization of such controlling companion loan or such other party specified in the related co-lender agreement may have rights similar to, or more expansive than, those granted to the directing holder with regard to the other serviced mortgage loans in this transaction. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans”, “—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests

The activities and interests of the underwriters and their respective affiliates (collectively, the “Underwriter Entities”) will not align with, and may in fact be directly contrary to, those of the certificateholders. The Underwriter Entities are each part of separate global investment banking, securities and investment management firms that provide a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. As such, they actively make markets in and trade financial instruments for their own account and for the accounts of customers. These financial instruments include debt and equity securities, currencies, commodities, bank loans, indices, baskets and other products. The Underwriter Entities’ activities include, among other things, executing large block trades and taking long and short positions directly and indirectly, through derivative instruments or otherwise. The securities and instruments in which the Underwriter Entities take positions, or expect to take positions, include loans similar to the mortgage loans, securities and instruments similar to the offered certificates and other securities and instruments. Underwriter Entities hold or may hold companion loans and/or mezzanine loans related to a mortgage loan in this securitization. Market making is an activity where the Underwriter Entities buy and sell on behalf of customers, or for their own account, to satisfy the expected demand of customers. By its nature, market making involves facilitating transactions among market participants that have differing views of securities and instruments. Any short positions taken by the Underwriter Entities and/or their clients through marketing or otherwise will increase in value if the related securities or other instruments decrease in value, while positions taken by the Underwriter Entities and/or their clients in credit derivative or other derivative transactions with other parties, pursuant to which the Underwriter Entities and/or their clients sell or buy credit protection with respect to one or more classes of the offered certificates, may increase in value if the offered certificates default, are expected to default, or decrease in value.

The Underwriter Entities and their clients acting through them may execute such transactions, modify or terminate such derivative positions and otherwise act with respect to such transactions, and may exercise or enforce, or refrain from exercising or enforcing, any or all of their rights and powers in connection therewith, without regard to whether any such action might have an adverse effect on the offered certificates or the certificateholders. Additionally, none of the Underwriter Entities will have any obligation to disclose any of these securities or derivatives transactions to you in your capacity as a certificateholder. As a result, you should expect that the Underwriter Entities will take positions that are inconsistent with, or adverse to, the investment objectives of investors in the offered certificates.

As a result of the Underwriter Entities’ various financial market activities, including acting as a research provider, investment advisor, market maker or principal investor, you should expect that personnel in various businesses throughout the Underwriter Entities will have and express research or investment views and make recommendations that are inconsistent with, or adverse to, the objectives of investors in the offered certificates.

If an Underwriter Entity becomes a holder of any of the certificates, through market-making activity or otherwise, any actions that it takes in its capacity as a certificateholder, including voting, providing consents or otherwise will not necessarily be aligned with the interests of other holders of the same class or other classes of the certificates. We cannot assure you that any actions that such party takes in either such capacity will necessarily be aligned with the interests of the holders of other classes of any certificates. To

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the extent an Underwriter Entity makes a market in the certificates (which it is under no obligation to do), it would expect to receive income from the spreads between its bid and offer prices for the certificates. The price at which an Underwriter Entity may be willing to purchase certificates, if it makes a market, will depend on market conditions and other relevant factors and may be significantly lower than the issue price for the certificates and significantly lower than the price at which it may be willing to sell certificates.

In addition, none of the Underwriter Entities will have any obligation to monitor the performance of the certificates or the actions of the parties to the pooling and servicing agreement and will have no authority to advise any party to the pooling and servicing agreement or to direct their actions.

Furthermore, each Underwriter Entity expects that a completed offering will enhance its ability to assist clients and counterparties in the transaction or in related transactions (including assisting clients in additional purchases and sales of the certificates and hedging transactions). The Underwriter Entities expect to derive fees and other revenues from these transactions. In addition, participating in a successful offering and providing related services to clients may enhance the Underwriter Entities’ relationships with various parties, facilitate additional business development, and enable them to obtain additional business and generate additional revenue.

The Underwriter Entities are playing several roles in this transaction. Goldman Sachs & Co. LLC, one of the underwriters, is an affiliate of GS Mortgage Securities Corporation II, the depositor, Goldman Sachs Bank USA, an originator and the holder of twelve companion loans, and Goldman Sachs Mortgage Company, a sponsor. Each of the foregoing relationships should be considered carefully by you before you invest in any certificates.

Potential Conflicts of Interest of the Master Servicer and the Special Servicer

The pooling and servicing agreement provides that the mortgage loans serviced thereunder are required to be administered in accordance with the servicing standard without regard to ownership of any certificate by the master servicer or the special servicer or any of their respective affiliates. See “Pooling and Servicing Agreement—Servicing Standard”. Each pooling and servicing agreement governing the servicing of a non-serviced whole loan provides that such non-serviced whole loan is required to be administered in accordance with a servicing standard that is generally similar to the servicing standard set forth in the pooling and servicing agreement. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Notwithstanding the foregoing, the master servicer, a sub-servicer, the special servicer or any of their respective affiliates and, as it relates to servicing and administration of a non-serviced mortgage loan, master servicer, sub-servicer, the special servicer or any of their respective affiliates under the pooling and servicing agreement governing the servicing of a non-serviced whole loan, may have interests when dealing with the mortgage loans that are in conflict with those of holders of the certificates, especially if the master servicer, a sub-servicer, the special servicer or any of their respective affiliates holds certificates or securities relating to any of the applicable companion loans, or has financial interests in or financial dealings with a borrower or a borrower sponsor.

In order to minimize the effect of certain of these conflicts of interest as they relate to the special servicer, for so long as the special servicer obtains knowledge that it is a borrower party with respect to a mortgage loan (other than a non-serviced mortgage loan) or serviced whole loan, the special servicer will be required to resign as special servicer with respect to that mortgage loan or serviced whole loan (referred to in this prospectus as an “excluded special servicer loan”) and a separate special servicer that is not a borrower party (referred to in this prospectus as an “excluded special servicer”) will be appointed as special servicer for such excluded special servicer loan as described under “Pooling and Servicing Agreement—Replacement of the Special Servicer Without Cause”. Any excluded special servicer will be required to perform all of the obligations of the special servicer with respect to such excluded special servicer loan and will be entitled to all special servicing compensation with respect to such excluded special servicer loan earned during such time as the related mortgage loan is an excluded special servicer loan. While the special servicer will have the same access to information related to the excluded special servicer loan as it does with respect to the other mortgage loans, the special servicer will covenant in the pooling and

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servicing agreement that it will not directly or indirectly provide any information related to any excluded special servicer loan to the related borrower party, any of the special servicer’s employees or personnel or any of its affiliates involved in the management of any investment in the related borrower party or the related mortgaged property or, to its actual knowledge, any non-affiliate that holds a direct or indirect ownership interest in the related borrower party, and will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with those obligations. Notwithstanding those restrictions, we cannot assure you that the related borrower party will not obtain sensitive information related to the strategy of any contemplated workout or liquidation related to an excluded special servicer loan.

Each of these relationships may create a conflict of interest. For instance, if the special servicer or its affiliate holds a subordinate class of certificates, the special servicer might seek to reduce the potential for losses allocable to those certificates from the mortgage loans by deferring acceleration in hope of maximizing future proceeds. However, that action could result in less proceeds to the issuing entity than would be realized if earlier action had been taken. In addition, no servicer is required to act in a manner more favorable to the offered certificates or any particular class of certificates than to the GSMS 2019-GSA1 non-offered certificates, any serviced companion loan holder or the holder of any serviced companion loan securities.

Each of the master servicer and the special servicer services and is expected to continue to service, in the ordinary course of its respective business, existing and new mortgage loans for third parties, including portfolios of mortgage loans similar to the mortgage loans. The real properties securing these other mortgage loans may be in the same markets as, and compete with, certain of the mortgaged properties securing the mortgage loans. Consequently, personnel of the master servicer or the special servicer, as applicable, may perform services, on behalf of the issuing entity, with respect to the mortgage loans at the same time as they are performing services, on behalf of other persons, with respect to other mortgage loans secured by properties that compete with the mortgaged properties securing the mortgage loans. In addition, the mortgage loan sellers will determine who will service mortgage loans that the mortgage loan sellers originate in the future, and that determination may be influenced by the mortgage loan seller’s opinion of servicing decisions made by the master servicer or the special servicer under the pooling and servicing agreement including, among their things, the manner in which the master servicer or the special servicer enforces breaches of representations and warranties against the related mortgage loan seller. This may pose inherent conflicts for the master servicer or the special servicer.

The special servicer may enter into one or more arrangements with the controlling class representative, a controlling class certificateholder, a serviced companion loan holder or other certificateholders (or an affiliate or a third party representative of one or more of the preceding parties) to provide for a discount and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, the special servicer’s appointment (or continuance) as special servicer under the pooling and servicing agreement and/or the related co-lender agreement and limitations on the right of such person to replace the special servicer. See “—Other Potential Conflicts of Interest May Affect Your Investment” below.

The entity that is expected to purchase the VRR interest and the remaining portion of the Class F-RR, Class G-RR and Class H-RR certificates on the closing date and the entity that is expected to (i) be the initial controlling class certificateholder and (ii) be appointed as the initial directing holder, are affiliated with each other and are also affiliates of Argentic Real Estate Finance LLC, a sponsor, a mortgage loan seller and an originator.

Argentic Securities Holdings Cayman Limited or one of its affiliates is expected to be the initial directing holder (other than with respect to any non-serviced mortgage loan, the servicing shift mortgage loans any applicable excluded loan and has engaged LNR Partners, LLC as an independent contractor to conduct due diligence with respect to certain Mortgage Loans.

For so long as the special servicer is a borrower party with respect to the CubeSmart North Bergen mortgage loan, such mortgage loan will be an excluded special servicer loan. It is anticipated that LNR Partners, LLC with be the special servicer. LNR Partners, LLC is a borrower party with respect to the CubeSmart North Bergen mortgage loan. Midland Loan Services, a Division of PNC Bank, National

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Association will act as the special servicer for such excluded special servicer loan (and, if appointed, may act as the excluded special servicer for other mortgage loans that are excluded special servicer loans in the future) and will be entitled to all special servicing compensation with respect to such mortgage loan earned during such time as it is an excluded special servicer loan.

Although the master servicer and the special servicer will be required to service and administer the mortgage loan pool in accordance with the servicing standard and, accordingly, without regard to their rights to receive compensation under the pooling and servicing agreement and without regard to any potential obligation to repurchase or substitute a mortgage loan if the master servicer or the special servicer is a mortgage loan seller, the possibility of receiving additional servicing compensation in the nature of assumption and modification fees, the continuation of receiving fees to service or specially service a mortgage loan, or the desire to avoid a repurchase demand resulting from a breach of a representation and warranty or material document default may under certain circumstances provide the master servicer or the special servicer, as the case may be, with an economic disincentive to comply with this standard.

Pursuant to an interim servicing agreement between Goldman Sachs Mortgage Company and certain of its affiliates, on the one hand, and Midland Loan Services, a Division of PNC Bank, National Association, on the other hand, Midland Loan Services, a Division of PNC Bank, National Association acts as interim servicer with respect to certain of the mortgage loans contributed to this securitization by Goldman Sachs Mortgage Company.

Midland Loan Services, a Division of PNC Bank, National Association, the master servicer, is also (i) the master servicer under the MSC 2019-H7 pooling and servicing agreement, pursuant to which the SoCal Retail Portfolio whole loan and the Grand Canal Shoppes whole loan are serviced, (ii) the master servicer under the CGCMT 2019-GC41 pooling and servicing agreement, pursuant to which the USAA Office Portfolio whole loan and the Millennium Park Plaza whole loan are serviced, and (iii) the master servicer and the special servicer under the GSMS 2019-GC42 pooling and servicing agreement, pursuant to which the 19100 Ridgewood whole loan and the New Jersey Center of Excellent whole loan are serviced.

LNR Partners, LLC is currently the special servicer for the SoCal Retail Portfolio whole loan and the Grand Canal Shoppes whole loan pursuant to the MSC 2019-H7 pooling and servicing agreement and the special servicer under the CF 2019-CF2 pooling and servicing agreement which is anticipated to govern the servicing of the Bushwick Avenue Portfolio whole loan and the Hilton Portfolio whole loan. LNR Securities Holdings, LLC, an affiliate of LNR Partners, LLC, is the initial controlling class representative under the CF 2019-CF2 pooling and servicing agreement. Under the CF 2019-CF2 pooling and servicing agreement, the controlling class representative will only be permitted to remove LNR Partners, LLC or its affiliate as special servicer without cause if LNR Securities Holdings, LLC or its affiliate owns less than 25% of the certificate balance of the then controlling class of certificates.

LNR Partners, LLC is an affiliate of (i) Starwood Mortgage Capital LLC, one of the sponsors and an originator, (ii) Starwood Mortgage Funding II LLC, the current holder of the Bushwick Avenue Portfolio companion loans and the Hilton Portfolio companion loans, (iii) LNR Securities Holdings, LLC, the controlling class representative under the CF 2019-CF2 pooling and servicing agreement, (iv) Starwood Conduit CMBS Vertical Retention I LLC, the entity that purchased the vertical risk retention interest under the CF 2019-CF2 pooling and servicing agreement, and (v) Starwood CMBS Horizontal Retention CF 2019-CF2 LLC, the entity that purchased the initial controlling class under the CF 2019-CF2 pooling and servicing agreement.

Each of the foregoing relationships should be considered carefully by you before you invest in any certificates.

Potential Conflicts of Interest of the Operating Advisor

Park Bridge Lender Services LLC, a New York limited liability company, has been appointed as the initial operating advisor with respect to all of the mortgage loans (other than any non-serviced mortgage loan). See “Transaction Parties—The Operating Advisor and Asset Representations Reviewer”. In the normal course of conducting its business, the initial operating advisor and its affiliates may have rendered

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services to, performed surveillance of, provided valuation services to, and negotiated with, numerous parties engaged in activities related to structured finance and commercial mortgage securitization. These parties may have included institutional investors, the depositor, the sponsors, the mortgage loan sellers, the originators, the certificate administrator, the trustee, the master servicer, the special servicer, the directing holder, the risk retention consultation parties, collateral property owners or affiliates of any of those parties. These relationships may continue in the future. Each of these relationships, to the extent they exist, may continue in the future, and may involve a conflict of interest with respect to the initial operating advisor’s duties as operating advisor. We cannot assure you that the existence of these relationships and other relationships in the future will not impact the manner in which the initial operating advisor performs its duties under the pooling and servicing agreement.

In addition, the operating advisor and its affiliates may have interests that are in conflict with those of certificateholders, especially if the operating advisor or any of its affiliates holds certificates or has financial interests in or other financial dealings with any of the parties to this transaction, a borrower or a parent of a borrower.

Additionally, Park Bridge Lender Services LLC or its affiliates, in the ordinary course of their business, may in the future (a) perform for third parties contract underwriting services and advisory services as well as service or specially service mortgage loans and (b) acquire mortgage loans for their own account, including, in each such case, mortgage loans similar to the mortgage loans that will be included in the issuing entity. The real properties securing these other mortgage loans may be in the same markets as, and compete with, certain of the mortgaged properties securing the mortgage loans that will be included in the issuing entity. Consequently, personnel of Park Bridge Lender Services LLC may perform services, on behalf of the issuing entity, with respect to the mortgage loans included in the issuing entity at the same time as they are performing services with respect to, or while Park Bridge Lender Services LLC or its affiliates are holding, other mortgage loans secured by properties that compete with the mortgaged properties securing the mortgage loans included in the issuing entity. This may pose inherent conflicts for Park Bridge Lender Services LLC.

Potential Conflicts of Interest of the Asset Representations Reviewer

Park Bridge Lender Services LLC, a New York limited liability company, has been appointed as the initial asset representations reviewer with respect to all of the mortgage loans. See “Transaction Parties—The Operating Advisor and Asset Representations Reviewer”. In the normal course of conducting its business, the initial asset representations reviewer and its affiliates may have rendered services to, performed surveillance of, provided valuation services to, and negotiated with, numerous parties engaged in activities related to structured finance and commercial mortgage securitization. These parties may have included institutional investors, the depositor, the sponsors, the mortgage loan sellers, the originators, the certificate administrator, the trustee, the master servicer, the special servicer, the directing holder, the risk retention consultation parties, collateral property owners or affiliates of any of those parties. These relationships may continue in the future. Each of these relationships, to the extent they exist, may involve a conflict of interest with respect to the initial asset representations reviewer’s duties as asset representations reviewer. We cannot assure you that the existence of these relationships and other relationships in the future will not impact the manner in which the initial asset representations reviewer performs its duties under the pooling and servicing agreement.

In addition, the asset representations reviewer and its affiliates may have interests that are in conflict with those of certificateholders, especially if the asset representations reviewer or any of its affiliates holds certificates or has financial interests in or other financial dealings with any of the parties to this transaction, a borrower or a parent of a borrower.

Additionally, Park Bridge Lender Services LLC or its affiliates, in the ordinary course of their business, may in the future (a) perform for third parties contract underwriting services and advisory services as well as service or specially service mortgage loans and (b) acquire mortgage loans for their own account, including, in each such case, mortgage loans similar to the mortgage loans that will be included in the issuing entity. The real properties securing these other mortgage loans may be in the same markets as, and compete with,

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certain of the mortgaged properties securing the mortgage loans that will be included in the issuing entity. Consequently, personnel of Park Bridge Lender Services LLC may perform services, on behalf of the issuing entity, with respect to the mortgage loans included in the issuing entity at the same time as they are performing services with respect to, or while Park Bridge Lender Services LLC or its affiliates are holding, other mortgage loans secured by properties that compete with the mortgaged properties securing the mortgage loans included in the issuing entity. This may pose inherent conflicts for Park Bridge Lender Services LLC.

Potential Conflicts of Interest of the Directing Holder and the Companion Loan Holders

It is expected that Argentic Securities Holdings Cayman Limited or its affiliate will be the initial directing holder (other than with respect to any non-serviced mortgage loan, any servicing shift mortgage loan and any applicable excluded loan) and the retaining purchaser of the HRR Certificates. The special servicer may, at the direction of the directing holder (for so long as a control termination event does not exist and other than with respect to any applicable excluded loan), take actions with respect to the specially serviced loans under the pooling and servicing agreement that could adversely affect the holders of some or all of the classes of certificates. The controlling class representative will be controlled by the majority of the controlling class certificateholders.

The controlling class certificateholders and the holders of the companion loans or securities backed by such companion loans may have interests in conflict with those of the other certificateholders. As a result, it is possible that the directing holder (for so long as a control termination event does not exist and other than with respect to any applicable excluded loan), or the directing holder (or equivalent entity) under the pooling and servicing agreement governing the servicing of a non-serviced whole loan, may direct the special servicer under such pooling and servicing agreement relating to the other securitization transaction, as the case may be, to take actions that conflict with the interests of holders of certain classes of the certificates. Set forth below is the identity of the initial directing holder (or equivalent entity) for each whole loan, the expected securitization trust holding the controlling note in such whole loan and the servicing agreement under which it is expected to be serviced.

Whole Loan	Transaction / Servicing Agreement	Controlling Noteholder	Initial Controlling Class Representative / Directing Holder
SoCal Retail Portfolio	MSC 2019-H7	MSC 2019-H7	Argentic Securities Income USA LLC
New Jersey Center of Excellence	GSMS 2019-GC42	GSMS 2019-GC42	KKR Real Estate Credit Opportunity Partners II L.P.
Millennium Park Plaza	CGCMT 2019-GC41	CGCMT 2019-GC41	RREF III-D AIV RR, LLC
19100 Ridgewood	GSMS 2019-GC42	GSMS 2019-GC42	KKR Real Estate Credit Opportunity Partners II L.P.
Bushwick Avenue Portfolio	CF 2019-CF2	CF 2019-CF2	LNR Securities Holdings, LLC
Hilton Portfolio	CF 2019-CF2	CF 2019-CF2	LNR Securities Holdings, LLC
Washington Avenue Portfolio	GSMS 2019-GSA1	GSMS 2019-GSA1	Argentic Securities Income USA LLC
Grand Canal Shoppes	MSC 2019-H7	MSC 2019-H7	CPPIB Credit Investments II Inc.(2)
East Village Multifamily Portfolio	GSMS 2019-GSA1(1)	(1)	(1)
USAA Office Portfolio	CGCMT 2019-GC41	CGCMT 2019-GC41	RREF III-D AIV RR, LLC
American Metro Center(2)	GSMS 2019-GSA1(1)	(1)	(1)

(1) The servicing of each servicing shift whole loan will be transferred on the related servicing shift securitization date. The initial controlling noteholder of such servicing shift whole loan will be the holder of the related controlling companion loan. On and after the related servicing shift securitization date, the controlling noteholder of such servicing shift whole loan is expected to be the related controlling class representative or other directing holder (or equivalent) under such securitization transaction.

(2) The initial controlling holder for the Grand Canal Shoppes mortgage loan is the holder of the related subordinate companion loan (currently held by CPPIB Credit Investments II Inc.). Pursuant to the related co-lender agreement, following the occurrence (and during the continuance) of a Grand Canal Shoppes control appraisal period, the holder of note A-1-1 will be the controlling holder for the Grand Canal Shoppes Whole Loan. Note A-1-1 was included in the MSC 2019-H7 securitization, and therefore, the controlling class representative (or equivalent party) under the MSC 2019-H7 securitization (currently Argentic Securities Income USA LLC) is expected to exercise the rights of the controlling holder with respect to the Grand Canal Shoppes mortgage loan.

The special servicer, upon non-binding consultation with a serviced companion loan holder or its representative, may take actions with respect to the related serviced whole loan that could adversely affect the holders of some or all of the classes of certificates, to the extent described under “Description of the Mortgage Pool—The Whole Loans”. In connection with the whole loans serviced under the pooling and servicing agreement for this securitization, the serviced companion loan holders do not have any duties to

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the holders of any class of certificates, and they may have interests in conflict with those of the certificateholders. As a result, it is possible that such non-binding consultation with a serviced companion loan holder (solely with respect to the related serviced whole loan) may advise the special servicer to take actions that conflict with the interests of holders of certain classes of the certificates. However, the special servicer is not permitted to take actions that are prohibited by law or violate the servicing standard or the terms of the mortgage loan documents. In addition, except as limited by certain conditions described under “Pooling and Servicing Agreement—Termination of Master Servicer and Special Servicer for Cause—Servicer Termination Events”, the special servicer may be replaced by the directing holder for cause at any time and without cause (for so long as a control termination event does not exist and other than with respect to any applicable excluded loan). See “Pooling and Servicing Agreement—The Directing Holder” and “—Termination of Master Servicer and Special Servicer for Cause—Servicer Termination Events”.

Similarly, the applicable controlling class related to the securitization trust indicated in the chart above as the controlling noteholder (or, after the applicable servicing shift securitization date, the securitization trust for the related controlling companion loan) has certain consent and/or consultation rights with respect to any non-serviced mortgage loan under the pooling and servicing agreement governing the servicing of that related non-serviced whole loan and have similar conflicts of interest with the holders of other certificates backed by the companion loans. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

The directing holder and its affiliates (and the directing holder (or equivalent entity) under the pooling and servicing agreement governing the servicing of any non-serviced whole loan and their respective affiliates) may have interests that are in conflict with those of certain certificateholders, especially if the applicable directing holder or any of its affiliates holds certificates or companion loan securities, or has financial interests in or other financial dealings (as lender or otherwise) with a borrower or an affiliate of a borrower. In order to minimize the effect of certain of these conflicts of interest, for so long as any borrower party is the directing holder (or, if the directing holder is the controlling class representative, the holder of the majority of the controlling class certificates (by certificate balance)) (any such loan referred to in this prospectus as an “excluded loan” as to such party), the directing holder will not have consent or consultation rights solely with respect to the related excluded loan (however, the directing holder will be provided certain notices and certain information relating to such excluded loan as described in the pooling and servicing agreement). In addition, for so long as any borrower party is the directing holder or a controlling class certificateholder, as applicable, the directing holder or such controlling class certificateholder, as applicable, will not be given access to any excluded information solely relating to the related excluded loan and/or the related mortgaged properties pursuant to the terms of the pooling and servicing agreement. Notwithstanding those restrictions, we cannot assure you that the directing holder or any controlling class certificateholder will not obtain sensitive information related to the strategy of any contemplated workout or liquidation related to the applicable excluded loan or otherwise seek to exert its influence over the special servicer in the event an applicable excluded loan becomes subject to a workout or liquidation. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information” in this prospectus. Each of these relationships may create a conflict of interest.

Argentic Securities Income USA LLC or its affiliate is expected to be the initial directing holder (other than with respect to any non-serviced mortgage loan, any servicing shift mortgage loan and any applicable excluded loan) and Argentic Securities Holdings Cayman Limited, its affiliate, is the purchaser of the HRR Certificates. LNR Partners, LLC is expected to act as the special servicer with respect to each mortgage loan (other than with respect to any non-serviced mortgage loan and any applicable excluded special servicer loan) and it or an affiliate assisted Argentic Securities Holdings Cayman Limited or its affiliate with its due diligence on the mortgage loans prior to the closing date.

The special servicer, in connection with obtaining the consent of, or upon consultation with, the directing holder or a serviced companion loan holder or its representative, may take actions with respect to the related serviced whole loan that could adversely affect the holders of some or all of the classes of certificates, to the extent described under “Description of the Mortgage Pool—The Whole Loans”. In connection with the serviced whole loan, the serviced companion loan holder does not have any duties to

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the holders of any class of certificates, and it may have interests in conflict with those of the certificateholders. As a result, it is possible that the serviced companion loan holder may advise the special servicer to take actions with respect to the related serviced whole loan that conflict with the interests of holders of certain classes of the certificates.

Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans

The anticipated initial investor in the Class F-RR, Class G-RR and Class H-RR certificates (other than the portion comprising the VRR interest), which is referred to in this prospectus as the “B-piece buyer” (see “Pooling and Servicing Agreement—The Directing Holder—General”), was given the opportunity by the sponsors to perform due diligence on the mortgage loans originally identified by the sponsors for inclusion in the issuing entity, and to request the removal, re-sizing, decrease in the principal balance of the mortgage loan, reduction of the time during which the loan pays interest-only, increase in the amount of required reserves or change in the expected repayment dates or other features of some or all of the mortgage loans. The mortgage pool as originally proposed by the sponsors was adjusted based on certain of these requests. In addition, the B-piece buyer received or may receive price adjustments or cost mitigation arrangements in connection with accepting certain mortgage loans in the mortgage pool.

We cannot assure you that you or another investor would have made the same requests to modify the original pool as the B-piece buyer or that the final pool as influenced by the B-piece buyer’s feedback will not adversely affect the performance of your certificates and benefit the performance of the B-piece buyer’s certificates. Because of the differing subordination levels, the B-piece buyer has interests that may, in some circumstances, differ from those of purchasers of other classes of certificates, and may desire a portfolio composition that benefits the B-piece buyer but that does not benefit other investors. In addition, the B-piece buyer may enter into hedging or other transactions (except as may be restricted pursuant to the credit risk retention rules) or otherwise have business objectives that also could cause its interests with respect to the mortgage pool to diverge from those of other purchasers of the certificates. The B-piece buyer performed due diligence solely for its own benefit and has no liability to any person or entity for conducting its due diligence. The B-piece buyer is not required to take into account the interests of any other investor in the certificates in exercising remedies or voting or other rights in its capacity as owner of its certificates or in making requests or recommendations to the sponsors as to the selection of the mortgage loans and the establishment of other transaction terms. Investors are not entitled to rely on in any way the B-piece buyer’s acceptance of a mortgage loan. The B-piece buyer’s acceptance of a mortgage loan does not constitute, and may not be construed as, an endorsement of such mortgage loan, the underwriting for such mortgage loan or the originator of such mortgage loan.

The B-piece buyer will have no liability to any certificateholder for any actions taken by it as described in the preceding two paragraphs and the pooling and servicing agreement will provide that each certificateholder, by its acceptance of a certificate, waives any claims against such buyers in respect of such actions.

The B-piece buyer, or an affiliate, will constitute the initial controlling class representative and, therefore, the initial directing holder with respect to the mortgage loans (other than any non-serviced mortgage loan, any servicing shift mortgage loan and any applicable excluded loan) and the related serviced companion loans. The directing holder will have certain rights to direct and consult with the special servicer. In addition, the controlling class representative will generally have certain consultation rights with regard to a non-serviced mortgage loan under the pooling and servicing agreement governing the servicing of such non-serviced whole loan and the related co-lender agreement. See “Pooling and Servicing Agreement—The Directing Holder”, “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans—Certain Rights of each Non-Controlling Holder” and “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The Grand Canal Shoppes Whole Loan—Consultation and Control”.

Argentic Securities Holdings Cayman Limited or its affiliate is expected to be the initial directing holder (other than with respect to any non-serviced mortgage loan, any servicing shift mortgage loan and any applicable excluded loan) and the purchaser of the HRR Certificates. LNR Partners, LLC is expected to act

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as the special servicer with respect to each mortgage loan (other than with respect to any non-serviced mortgage loan and any applicable excluded special servicer loan) and it or an affiliate assisted Argentic Securities Holdings Cayman Limited or its affiliate with its due diligence on the mortgage loans prior to the closing date.

Because the incentives and actions of the B-piece buyer may, in some circumstances, differ from or be adverse to those of purchasers of the offered certificates, you are advised and encouraged to make your own investment decision based on a careful review of the information set forth in this prospectus and your own view of the mortgage pool and should not rely upon the B-piece buyer’s due diligence or investment decision (or due diligence or the investment decision of its affiliates).

Conflicts of Interest May Occur as a Result of the Rights of the Applicable Directing Holder To Terminate the Special Servicer of the Applicable Whole Loan

With respect to each whole loan, the directing holder exercising control rights over that whole loan will be entitled, under certain circumstances, to remove the special servicer under the applicable pooling and servicing agreement governing the servicing of such whole loan and, in such circumstances, appoint a successor special servicer for such whole loan (or have certain consent rights with respect to such removal or replacement). The party with this appointment power may have special relationships or interests that conflict with those of the holders of one or more classes of certificates. In addition, that party does not have any duties to the holders of any class of certificates, may act solely in its own interests, and will have no liability to any certificateholders for having done so. No certificateholder may take any action against the directing holder under the pooling and servicing agreement for this securitization or under any pooling and servicing agreement governing the servicing of any non-serviced whole loan, or against any other parties for having acted solely in their respective interests. See “Description of the Mortgage Pool—The Whole Loans” for a description of these rights to terminate the special servicer.

Other Potential Conflicts of Interest May Affect Your Investment

The special servicer (whether the special servicer or a successor) may enter into one or more arrangements with the controlling class representative, a controlling class certificateholder, a companion loan holder, a holder of a companion loan security or other certificateholders (or an affiliate or a third party representative of one or more of the preceding) to provide for a discount and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, the appointment (or continuance) of the special servicer under the pooling and servicing agreement and the co-lender agreements and limitations on the right of such person to replace the special servicer.

Each of the foregoing relationships should be considered carefully by you before you invest in any certificates.

The managers of the mortgaged properties and the borrowers may experience conflicts of interest in the management and/or ownership of the mortgaged properties because:

● a substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers;

● these property managers also may manage and/or franchise additional properties, including properties that may compete with the mortgaged properties;

● affiliates of the managers and/or the borrowers, or the managers and/or the borrowers themselves, also may own other properties, including properties that compete with the mortgaged property for tenants and/or customers; and

● tenants at the mortgaged property may have signed leases or letters of intent at a competing property controlled by the borrower sponsor.

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None of the borrowers, property managers or any of their affiliates or any employees of the foregoing has any duty to favor the leasing of space in the mortgaged properties over the leasing of space in other properties, one or more of which may be adjacent to or near the mortgaged properties.

Each of the foregoing relationships should be considered carefully by you before you invest in any certificates.

Other Risks Relating to the Certificates

The Certificates Are Limited Obligations

The certificates, when issued, will only represent ownership interests in the issuing entity. The certificates will not represent an interest in or obligation of, and will not be guaranteed by, the sponsors, the depositor, or any other person. The primary assets of the issuing entity will be the mortgage loans, and distributions on any class of certificates will depend solely on the amount and timing of payments and other collections in respect of the mortgage loans. We cannot assure you that the cash flow from the mortgaged properties and the proceeds of any sale or refinancing of the mortgaged properties will be sufficient to pay the principal of, and interest on, the mortgage loans or to distribute in full the amounts of interest and principal to which the certificateholders will be entitled. See “Description of the Certificates—General”.

The Certificates May Have Limited Liquidity and the Market Value of the Certificates May Decline

Your certificates will not be listed on any national securities exchange or traded on any automated quotation systems of any registered securities association, and there is currently no secondary market for your certificates. While we have been advised by the underwriters that one or more of them, or one or more of their affiliates, currently intend to make a market in the certificates, none of the underwriters has any obligation to do so, any market-making may be discontinued at any time, and we cannot assure you than an active secondary market for the certificates will develop. Additionally, one or more investors may purchase substantial portions of one or more classes of certificates. Accordingly, you may not have an active or liquid secondary market for your certificates. Lack of liquidity could result in a substantial decrease in the market value of your certificates.

The market value of the certificates will also be influenced by the supply of and demand for CMBS generally. The supply of CMBS will depend on, among other things, the amount of commercial and multifamily mortgage loans, whether newly originated or held in portfolios, that are available for securitization. A number of factors will affect investors’ demand for CMBS, including:

● the availability of alternative investments that offer higher yields or are perceived as being a better credit risk than CMBS, or as having a less volatile market value or being more liquid than CMBS;

● legal and other restrictions that prohibit a particular entity from investing in CMBS or limit the amount or types of CMBS that it may acquire or require it to maintain increased capital or reserves as a result of its investment in CMBS;

● accounting standards that may affect an investor’s characterization or treatment of an investment in CMBS for financial reporting purposes;

● increased regulatory compliance burdens imposed on CMBS or securitizations generally, or on classes of securitizers, that may make securitization a less attractive financing option for commercial mortgage loans;

● investors’ perceptions of commercial real estate lending or CMBS, which may be adversely affected by, among other things, a decline in real estate values or an increase in defaults and foreclosures on commercial mortgage loans;

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● investors’ perceptions regarding the capital markets in general, which may be adversely affected by political, social and economic events completely unrelated to the commercial real estate markets; and

● the impact on demand generally for CMBS as a result of the existence or cancellation of government-sponsored economic programs.

If you decide to sell any certificates, the ability to sell your certificates will depend on, among other things, whether and to what extent a secondary market then exists for these certificates, and you may have to sell at a discount from the price you paid for reasons unrelated to the performance of the certificates or the mortgage loans. We cannot assure you that your certificates will not decline in value.

Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates

We make no representation as to the proper characterization of the offered certificates for legal investment, financial institution regulatory, financial reporting or other purposes, as to the ability of particular investors to purchase the offered certificates under applicable legal investment or other restrictions or as to the consequences of an investment in the offered certificates for such purposes or under such restrictions. Changes in federal banking and securities laws and other laws and regulations may have an adverse effect on issuers, investors, or other participants in the asset-backed securities markets including the CMBS market. While the general effects of such changes are uncertain, regulatory or legislative provisions applicable to certain investors may have the effect of limiting or restricting their ability to hold or acquire CMBS, which in turn may adversely affect the ability of investors in the offered certificates who are not subject to those provisions to resell their certificates in the secondary market. For example:

● Investors should be aware and in some cases are required to be aware of the risk retention and due diligence requirements in the European Union (the “EU Risk Retention and Due Diligence Requirements”) which apply in respect of institutional investors as defined in specified European Union Directives and Regulations (“Institutional Investors”) including: institutions for occupational retirement; credit institutions; alternative investment fund managers who manage or market alternative investment funds in the European Union; investment firms (as defined in Regulation (EU) No 575/2013 (the “CRR”)); insurance and reinsurance undertakings; and management companies of UCITS funds (or internally managed UCITS), as set out in Regulation (EU) 2017/2402 (the “EU Securitization Regulation”). These requirements restrict such investors from investing in securitizations unless such investors have verified that: (i) the originator, sponsor or original lender will retain, on an ongoing basis, a material net economic interest of not less than five percent in the securitization determined in accordance with Article 6 of the EU Securitization Regulation and the risk retention is disclosed to Institutional Investors; (ii) the originator, sponsor or securitization special purpose entity (i.e., the issuer special purpose vehicle) has, where applicable, made available the information required by Article 7 of the EU Securitization Regulation in accordance with the frequency and modalities provided for in that Article; and (iii) where the originator or original lender is established in a non-European Union country, the originator or original lender grants all the credits giving rise to the underlying exposures on the basis of sound and well-defined criteria and clearly established processes for approving, amending, renewing and financing those credits and has effective systems in place to apply those criteria and processes to ensure that credit-granting is based on thorough assessment of the obligor’s creditworthiness.

Pursuant to Article 14 of the CRR consolidated subsidiaries of credit institutions and investment firms subject to the CRR may also be subject to these requirements.

Failure to comply with one or more of the requirements may result in various penalties including, in the case of those investors subject to regulatory capital requirements, the imposition of a punitive capital charge in respect of the certificates acquired by the relevant investor. Aspects of the requirements and what is or will be required to demonstrate compliance to European national regulators remain unclear.

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Prospective investors should make themselves aware of the EU Risk Retention and Due Diligence Requirements described above (and any corresponding implementing rules of their regulator), where applicable to them, in addition to any other applicable regulatory requirements with respect to their investment in the certificates.

Prospective investors should be aware that none of the originators, the sponsors, the depositor or the issuing entity intends to retain a material net economic interest in the securitization constituted by the issuance of the certificates in accordance with any EU Risk Retention and Due Diligence Requirements, provide information allowing a prospective investor to comply with its due diligence obligations under the EU Risk Retention and Due Diligence Requirements, or take any other action which may be required by a prospective investor for the purposes of its compliance with the EU Risk Retention and Due Diligence Requirements. Consequently, the certificates may not be a suitable investment for investors that are now or may in the future be subject to any EU Risk Retention and Due Diligence Requirements. As a result, the price and liquidity of the certificates in the secondary market may be adversely affected. This could adversely affect your ability to transfer your certificates or the price you may receive upon your sale of your certificates. Each investor should evaluate the impact any such non-compliance may have on it.

● Changes in federal banking and securities laws, including those resulting from the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) enacted in the United States, may have an adverse effect on issuers, investors, or other participants in the asset-backed securities markets. In particular, capital regulations were issued by the U.S. banking regulators in 2013; implement the increased capital requirements established under the Basel Accord and are being phased in over time. These capital regulations eliminate reliance on credit ratings and otherwise alter, and in most cases increase, the capital requirements imposed on depository institutions and their holding companies, including with respect to ownership of asset -backed securities such as CMBS. Further changes in capital requirements have been announced by the Basel Committee on Banking Supervision and it is uncertain when such changes will be implemented in the United States. When fully implemented in the United States, these changes may have an adverse effect with respect to investments in asset-backed securities, including CMBS. As a result of these regulations, investments in CMBS such as the Certificates by financial institutions subject to bank capital regulations may result in greater capital charges to these financial institutions and these new regulations may otherwise adversely affect the treatment of CMBS for their regulatory capital purposes.

● Section 619 of the Dodd-Frank Act (such statutory provision together with the implementing regulations, the “Volcker Rule”) generally prohibits “banking entities” (which is broadly defined to include U.S. banks and bank holding companies and many non-U.S. banking entities, together with their respective subsidiaries and other affiliates) from (i) engaging in proprietary trading, (ii) acquiring or retaining an ownership interest in or sponsoring a “covered fund” and (iii) entering into certain relationships with such funds. Under the Volcker Rule, unless otherwise jointly determined otherwise by specified federal regulators, a “covered fund” does not include an issuer that may rely on an exclusion or exemption from the definition of “investment company” under the Investment Company Act other than the exclusions contained in Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act.

● The issuing entity will be relying on an exclusion or exemption under the Investment Company Act contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule. The general effects of the Volcker Rule remain uncertain. Any prospective investor in the certificates, including a U.S. or foreign bank or a subsidiary or other bank affiliate, should consult its own legal advisors regarding such matters and other effects of the Volcker Rule.

● The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products. These changes, or any future changes, may affect the accounting for entities

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such as the issuing entity, could under certain circumstances require an investor or its owner generally to consolidate the assets of the issuing entity in its financial statements and record third parties’ investments in the issuing entity as liabilities of that investor or owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in CMBS for financial reporting purposes.

● For purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended, no class of offered certificates will constitute “mortgage related securities”.

Further changes in federal banking and securities laws and other laws and regulations may have an adverse effect on issuers, investors, or other participants in the asset-backed securities markets (including the CMBS market) and may have adverse effect on the liquidity, market value and regulatory characteristics of the offered certificates.

Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities should consult with their own legal, accounting and other advisors in determining whether, and to what extent, the offered certificates will constitute legal investments for them or are subject to investment or other restrictions, unfavorable accounting treatment, capital charges or reserve requirements. See “Legal Investment”.

In addition, this transaction is structured to comply with the Credit Risk Retention Rules as and to the extent set forth under “Credit Risk Retention”. We cannot assure you that the retaining sponsor or the retaining party will at all times satisfy such credit risk retention requirements. At this time, it is unclear what effect a failure of the retaining sponsor or the retaining party to be in compliance with the Credit Risk Retention Rules at any time will have on the certificateholders or the market value or liquidity of the certificates.

Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded

Ratings assigned to the offered certificates by the nationally recognized statistical rating organizations engaged by the depositor:

● are based on, among other things, the economic characteristics of the mortgaged properties and other relevant structural features of the transaction;

● do not represent any assessment of the yield to maturity that a certificateholder may experience;

● reflect only the views of the respective rating agencies as of the date such ratings were issued;

● may be reviewed, revised, suspended, downgraded, qualified or withdrawn entirely by the applicable rating agency as a result of changes in or unavailability of information;

● may have been determined based on criteria that included an analysis of historical mortgage loan data that may not reflect future experience;

● may reflect assumptions by such rating agencies regarding performance of the mortgage loans that are not accurate, as evidenced by the significant amount of downgrades, qualifications and withdrawals of ratings assigned to previously issued CMBS by the hired rating agencies and other nationally recognized statistical rating organizations during the recent credit crisis; and

● do not consider to what extent the offered certificates will be subject to prepayment or that the outstanding principal amount of any class of offered certificates will be prepaid.

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The nationally recognized statistical rating organizations that assign ratings to any class of offered certificates will establish the amount of credit support, if any, for such class of offered certificates based on, among other things, an assumed level of defaults, delinquencies and losses with respect to the related mortgage assets. Actual losses may, however, exceed the assumed levels. If actual losses on the related mortgage assets exceed the assumed levels, you may be required to bear the additional losses.

In addition, the rating of any class of offered certificates below an investment grade rating by any nationally recognized statistical rating organization, whether upon initial issuance of such class of certificates or as a result of a ratings downgrade, could adversely affect the ability of an employee benefit plan or other investor to purchase or retain those offered certificates. See “Certain ERISA Considerations” and “Legal Investment”.

Nationally recognized statistical rating organizations that were not engaged by the depositor to rate the offered certificates may nevertheless issue unsolicited credit ratings on one or more classes of offered certificates, relying on information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise. If any such unsolicited ratings are issued, we cannot assure you that they will not be different from any ratings assigned by a rating agency engaged by the depositor. The issuance of unsolicited ratings by any nationally recognized statistical rating organization on a class of the offered certificates that are lower than ratings assigned by a rating agency engaged by the depositor may adversely impact the liquidity, market value and regulatory characteristics of that class.

As part of the process of obtaining ratings for the offered certificates, the depositor had initial discussions with and submitted certain materials to five nationally recognized statistical rating organizations. Based on preliminary feedback from those nationally recognized statistical rating organizations at that time, the depositor selected three of those nationally recognized statistical rating organizations to rate certain classes of the certificates and not the other nationally recognized statistical rating organizations, due in part to their initial subordination levels for the various classes of the certificates. If the depositor had selected the other nationally recognized statistical rating organizations to rate the certificates, we cannot assure you that the ratings such other nationally recognized statistical rating organizations would have assigned to the certificates would not have been lower than the ratings assigned by the nationally recognized statistical rating organizations engaged by the depositor. Further, in the case of one nationally recognized statistical rating organization, engaged by the depositor, the depositor only requested ratings for certain classes of rated certificates, due in part to the final subordination levels provided by such nationally recognized statistical rating organization for the classes of certificates. If the depositor had selected such nationally recognized statistical rating organizations to rate those other classes of rated certificates not rated by it, its ratings of those other certificates may have been different, and potentially lower, than those ratings ultimately assigned to those certificates by the other nationally recognized statistical rating organizations engaged to rate such certificates. In addition, the decision not to engage one or more other rating agencies in the rating of certain classes of certificates to be issued in connection with this transaction may negatively impact the liquidity, market value and regulatory characteristics of those classes of certificates. Although unsolicited ratings may be issued by any nationally recognized statistical rating organization, a nationally recognized statistical rating organization might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the depositor. Neither the depositor nor any other person or entity will have any duty to notify you if any other nationally recognized statistical rating organization issues, or delivers notice of its intention to issue, consolidated ratings on one or more classes of certificates after the date of this prospectus.

Furthermore, the Securities and Exchange Commission may determine that any or all of the rating agencies engaged by the depositor to rate the certificates no longer qualifies as a nationally recognized statistical rating organization, or is no longer qualified to rate the certificates or may no longer rate similar securities for a limited period as a result of an enforcement action, and that determination may also have an adverse effect on the liquidity, market value and regulatory characteristics of the offered certificates. To the extent that the provisions of any mortgage loan or the pooling and servicing agreement condition any action, event or circumstance on the delivery of a rating agency confirmation, the pooling and servicing agreement will require delivery or deemed delivery of a rating agency confirmation only from the rating

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agencies engaged by the depositor to rate the certificates or, in the case of a serviced whole loan, any related companion loan securities.

We are not obligated to maintain any particular rating with respect to the certificates, and the ratings initially assigned to the certificates by any or all of the rating agencies engaged by the depositor to rate the certificates could change adversely as a result of changes affecting, among other things, the mortgage loans, the mortgaged properties, the parties to the pooling and servicing agreement, or as a result of changes to ratings criteria employed by any or all of the rating agencies engaged by the depositor to rate the certificates. Although these changes would not necessarily be or result from an event of default on any mortgage loan, any adverse change to the ratings of the offered certificates would likely have an adverse effect on the market value, liquidity and/or regulatory characteristics of those certificates.

Further, certain actions provided for in loan agreements may require a rating agency confirmation be obtained from the rating agencies engaged by the depositor to rate the certificates and, in the case of a serviced whole loan, any companion loan securities as a precondition to taking such action. In certain circumstances, this condition may be deemed to have been met or waived without such a rating agency confirmation being obtained. In the event such an action is taken without a rating agency confirmation being obtained, we cannot assure you that the applicable rating agency will not downgrade, qualify or withdraw its ratings as a result of the taking of such action. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—‘Due-On-Sale’ and ‘Due-On-Encumbrance’ Provisions”, “Pooling and Servicing Agreement—Rating Agency Confirmations” and “Ratings” for additional considerations regarding the ratings, including a description of the process of obtaining confirmations of ratings for the offered certificates.

Your Yield May Be Affected by Defaults, Prepayments and Other Factors

General

The yield to maturity on each class of offered certificates will depend in part on the following:

● the purchase price for the certificates;

● the rate and timing of principal payments on the mortgage loans (both voluntary and involuntary), and the allocation of principal prepayments to the respective classes of offered certificates with certificate balances; and

● the allocation of shortfalls and losses on the mortgage loans to the respective classes of offered certificates.

For this purpose, principal payments include voluntary and involuntary prepayments, such as prepayments resulting from the application of loan reserves, property releases, casualty or condemnation, defaults and liquidations as well as principal payments resulting from repurchases due to material breaches of representations and warranties or material document defects or purchases by a companion loan holder or mezzanine lender (if any) pursuant to a purchase option or sales of defaulted mortgage loans.

Any changes in the weighted average lives of your principal balance certificates may adversely affect your yield. In general, if you buy a certificate at a premium or if you buy the Class X certificates, and principal distributions occur faster than expected, your actual yield to maturity will be lower than expected. If principal distributions are very high, holders of certificates purchased at a premium or holders of the Class X certificates might not fully recover their initial investment. Conversely, if you buy a certificate at a discount other than a Class X certificate and principal distributions occur more slowly than expected, your actual yield to maturity will be lower than expected.

Prepayments resulting in a shortening of weighted average lives of your principal balance certificates may be made at a time of low interest rates when you may be unable to reinvest the resulting payment of principal on your certificates at a rate comparable to the effective yield anticipated by you in making your investment in the certificates, while delays and extensions resulting in a lengthening of those weighted

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average lives may occur at a time of high interest rates when you may have been able to reinvest principal payments that would otherwise have been received by you at higher rates.

In addition, the extent to which prepayments on the mortgage loans in the issuing entity ultimately affect the weighted average life of the principal balance certificates will depend on the terms of the certificates, more particularly:

● a class of certificates that entitles the holders of those certificates to a disproportionately larger share of the prepayments on the mortgage loans increases the “call risk” or the likelihood of early retirement of that class if the rate of prepayment is relatively fast; and

● a class of certificates that entitles the holders of the certificates to a disproportionately smaller share of the prepayments on the mortgage loans increases the likelihood of “extension risk” or an extended average life of that class if the rate of prepayment is relatively slow.

The Timing of Prepayments and Repurchases May Change Your Anticipated Yield

We are not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experiences of commercial mortgage loans. For this purpose, principal payments include both voluntary prepayments, if permitted, and involuntary prepayments, such as prepayments resulting from the application of loan reserves, property releases, casualty or condemnation, defaults and liquidations or repurchases upon breaches of representations and warranties or material document defects or purchases by a companion loan holder or mezzanine loan lender (if any) pursuant to a purchase option or sales of defaulted mortgage loans. The rate at which voluntary prepayments occur on the mortgage loans will be affected by a variety of factors, including:

● the terms of the mortgage loans, including, the length of any prepayment lockout period and the applicable yield maintenance charges and prepayment premiums and the extent to which the related mortgage loan terms may be practically enforced;

● the level of prevailing interest rates;

● the availability of credit for commercial real estate;

● the master servicer’s or special servicer’s ability to enforce yield maintenance charges and prepayment premiums;

● the failure to meet certain requirements for the release of escrows;

● the occurrence of casualties or natural disasters; and

● economic, demographic, tax, legal or other factors.

Although a yield maintenance charge or other prepayment premium provision of a mortgage loan is intended to create an economic disincentive for a borrower to prepay voluntarily a mortgage loan, we cannot assure you that mortgage loans that have such provisions will not prepay.

The extent to which the master servicer or the special servicer forecloses upon, takes title to and disposes of any mortgaged property related to a mortgage loan or sells defaulted mortgage loans will affect the weighted average lives of your certificates. If the master servicer or the special servicer forecloses upon a significant number of the related mortgage loans, and depending upon the amount and timing of recoveries from the related mortgaged properties or sells defaulted mortgage loans, your certificates may have a shorter weighted average life.

Delays in liquidations of defaulted mortgage loans and modifications extending the maturity of mortgage loans will tend to delay the payment of principal on the mortgage loans. The ability of the related borrower to make any required balloon payment typically will depend upon its ability either to refinance the

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mortgage loan or to sell the related mortgaged property. A significant number of the mortgage loans require balloon payments at maturity and there is a risk that a number of those mortgage loans may default at maturity, or that the master servicer or the special servicer may extend the maturity of a number of those mortgage loans in connection with workouts. We cannot assure you as to the borrowers’ abilities to make mortgage loan payments on a full and timely basis, including any balloon payments at maturity. Bankruptcy of the borrower or adverse conditions in the market where the mortgaged property is located may, among other things, delay the recovery of proceeds in the case of defaults. Losses on the mortgage loans due to uninsured risks or insufficient hazard insurance proceeds may create shortfalls in distributions to certificateholders. Any required indemnification of a party to the pooling and servicing agreement in connection with legal actions relating to the issuing entity, the related agreements or the certificates may also result in shortfalls.

See “—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” above and “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Prepayment Protections and Certain Involuntary Prepayments”.

In addition, if a sponsor repurchases a mortgage loan from the issuing entity due to a material breach of one or more of its representations or warranties or a material document defect, the repurchase price paid will be passed through to the holders of the certificates with the same effect as if the mortgage loan had been prepaid in part or in full, and no yield maintenance charge or other prepayment premium would be payable. Additionally, the holder of a subordinate companion loan may have the option to purchase the related mortgage loan after certain defaults, and the purchase price may not include any yield maintenance charges or prepayment premiums. As a result of such a repurchase or purchase, investors in the Class X certificates and any other certificates purchased at a premium might not fully recoup their initial investment. A repurchase, a prepayment or the exercise of a purchase option may adversely affect the yield to maturity on your certificates. In this respect, see “Description of the Mortgage Loan Purchase Agreements” and “Pooling and Servicing Agreement—Realization Upon Mortgage Loans”.

The certificates with notional amounts will not be entitled to distributions of principal but instead will accrue interest on their respective notional amounts. Because the notional amount of the certificates indicated in the table below is based upon the outstanding certificate balances of the related class or classes of certificates, the yield to maturity on the indicated certificates will be extremely sensitive to the rate and timing of prepayments of principal, liquidations and principal losses on the mortgage loans to the extent allocated to the related certificate(s).

Interest-Only Class of Certificates	Related Class X Classes
Class X-A	Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class A-S certificates
Class X-B	Class B and Class C certificates
Class X-D	Class D and Class E certificates

A rapid rate of principal prepayments, liquidations and/or principal losses on the mortgage loans could result in the failure to recoup the initial investment in the Class X certificates. Investors in the Class X certificates should fully consider the associated risks, including the risk that an extremely rapid rate of amortization, prepayment or other liquidation of the mortgage loans could result in the failure of such investors to recoup fully their initial investments. The yield to maturity of the Class X certificates may be adversely affected by the prepayment of mortgage loans with higher net mortgage loan rates. See “Yield, Prepayment and Maturity Considerations—Yield on the Certificates with Notional Amounts”.

Your Yield May Be Adversely Affected By Prepayments Resulting From Earnout Reserves

With respect to certain mortgage loans, earnout escrows may have been established at origination, which funds may be released to the related borrower upon satisfaction of certain conditions. If such conditions with respect to any such mortgage loan are not satisfied, the amounts reserved in such escrows are required to be applied to the payment of the mortgage loan, which would have the same effect on the

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offered certificates as a prepayment of the mortgage loan, except that such application of funds would not be accompanied by any prepayment premium or yield maintenance charge. See “Description of the Mortgage Pool—Certain Calculations and Definitions”. The pooling and servicing agreement will provide that unless required by the mortgage loan documents, the master servicer will not apply such amounts as a prepayment if no event of default has occurred.

Losses and Shortfalls May Change Your Anticipated Yield

If losses on the mortgage loans exceed the aggregate certificate balance of the classes of certificates subordinated to a particular class, that class will suffer a loss equal to the full amount of the excess (up to the outstanding certificate balance of that class). Even if losses on the mortgage loans are not borne by your certificates, those losses may affect the weighted average life and yield to maturity of your certificates.

For example, certain shortfalls in interest as a result of involuntary prepayments may reduce the funds available to make payments on your certificates. In addition, if the master servicer, the special servicer or the trustee reimburses itself (or a master servicer, special servicer, trustee or other party to a pooling and servicing agreement governing the servicing of any non-serviced whole loan) out of general collections on the mortgage loans included in the issuing entity for any advance that it (or any such other party) has determined is not recoverable out of collections on the related mortgage loan, then to the extent that this reimbursement is made from collections of principal on the mortgage loans in the issuing entity, that reimbursement will reduce the amount of principal available to be distributed on the certificates and will result in a reduction of the certificate balance (or notional amount) of a class of certificates. See “Description of the Certificates—Distributions”. Likewise, if the master servicer or the trustee reimburses itself out of principal collections on the mortgage loans for any workout-delayed reimbursement amounts, that reimbursement will reduce the amount of principal available to be distributed on the certificates, on that distribution date. This reimbursement would have the effect of reducing current payments of principal on the offered certificates (other than the certificates with notional amounts and the Class R certificates) and extending the weighted average lives of the offered certificates with certificate balances. See “Description of the Certificates—Distributions”.

In addition, to the extent losses are realized on the mortgage loans and allocated to the certificates, first to the Class H-RR certificates, then the Class G-RR certificates, then the Class F-RR certificates, then the Class E certificates, then the Class D certificates, then the Class C certificates, then the Class B certificates, then the Class A-S certificates and, then pro rata, the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, based on their respective certificate balances, will bear such losses up to an amount equal to the respective outstanding certificate balance thereof. A reduction in the certificate balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB or Class A-S certificates will result in a corresponding reduction in the notional amount of the Class X-A certificates. A reduction in the certificate balance of the Class B or Class C certificates will result in a corresponding reduction in the notional amount of the Class X-B certificates. A reduction in the certificate balance of the Class D or Class E certificates will result in a corresponding reduction in the notional amount of the Class X-D certificates. No representation is made as to the anticipated rate or timing of prepayments (voluntary or involuntary) or rate, timing or amount of liquidations or losses on the mortgage loans or as to the anticipated yield to maturity of any such offered certificate. See “Yield, Prepayment and Maturity Considerations”.

Risk of Early Termination

The issuing entity is subject to optional termination under certain circumstances. See “Pooling and Servicing Agreement—Termination; Retirement of Certificates”. In the event of this termination, you might receive some principal payments earlier than otherwise expected, which could adversely affect your anticipated yield to maturity.

Subordination of the Subordinated Certificates Will Affect the Timing of Distributions and the Application of Losses on the Subordinated Certificates

As described in this prospectus, the rights of the holders of the Class A-S, Class B, Class C, Class D, Class X-D, Class E, Class F-RR, Class G-RR and Class H-RR certificates to receive payments of principal

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and interest otherwise payable on their certificates will be subordinated to such rights of the holders of the more senior certificates having an earlier alphabetical or alphanumeric class designation.

If you acquire Class A-S, Class B or Class C certificates, then your rights to receive distributions of amounts collected or advanced on or in respect of the mortgage loans will be subordinated to those of the holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A and Class X-B certificates. The Class A-S certificates will likewise be protected by the subordination of the Class B, Class C, Class D, Class X-D, Class E, Class F-RR, Class G-RR and Class H-RR certificates. The Class B certificates will likewise be protected by the subordination of the Class C, Class D, Class X-D, Class E, Class F-RR, Class G-RR and Class H-RR certificates. The Class C certificates will likewise be protected by the subordination of the Class D, Class X-D, Class E, Class F-RR, Class G-RR and Class H-RR certificates. As a result, investors in those classes of certificates that are subordinated in whole or part to other classes of certificates will generally bear the effects of losses on the mortgage loans and unreimbursed expenses of the issuing entity before the holders of those other classes of certificates. See “Description of the Certificates—Distributions” and “—Subordination; Allocation of Realized Losses”.

Your Lack of Control Over the Issuing Entity and the Mortgage Loans Can Impact Your Investment

You Have Limited Voting Rights

Except as described in this prospectus, you and other certificateholders generally do not have a right to vote and do not have the right to make decisions with respect to the administration of the issuing entity and the mortgage loans. With respect to mortgage loans (other than mortgage loans that will be serviced under a separate pooling and servicing agreement), those decisions are generally made, subject to the express terms of the pooling and servicing agreement for this transaction, by the master servicer, the special servicer, the trustee or the certificate administrator, as applicable, subject to any rights of the directing holder or a risk retention consultation party under the pooling and servicing agreement for this transaction and the rights of the holders of any related companion loans and mezzanine debt under the related co-lender agreement and/or intercreditor agreement. With respect to any non-serviced mortgage loan, you will generally not have any right to vote or make decisions with respect any non-serviced mortgage loan, and those decisions will generally be made by the master servicer or the special servicer under the pooling and servicing agreement governing the servicing of the related non-serviced mortgage loan and any related companion loan, subject to the rights of the directing holder appointed under such pooling and servicing agreement. See “Pooling and Servicing Agreement” and “Description of the Mortgage Pool—The Whole Loans”. In particular, with respect to the risks relating to a modification of a mortgage loan, see “—Risks Relating to Modifications of the Mortgage Loans” below.

In certain limited circumstances where certificateholders have the right to vote on matters affecting the issuing entity, in some cases, these votes are by certificateholders taken as a whole and in others the vote is by class. Your interests as an owner of certificates of a particular class may not be aligned with the interests of owners of one or more other classes of certificates in connection with any such vote. In all cases certificateholder voting is based on the outstanding certificate balance, which is reduced by realized losses. In certain cases with respect to the termination of the special servicer and the operating advisor, certain voting rights will also be reduced by appraisal reductions, as described below. These limitations on voting could adversely affect your ability to protect your interests with respect to matters voted on by certificateholders. See “Description of the Certificates—Voting Rights”. You will have no rights to vote on any servicing matters related to the mortgage loans that will be serviced under a pooling and servicing agreement governing the servicing of any non-serviced whole loan.

In general, a certificate beneficially owned by the master servicer, the special servicer (including, for the avoidance of doubt, any excluded special servicer), the trustee, the certificate administrator, the depositor, the mortgage loan seller, a mortgagor, a Borrower Party or any affiliate of any of such persons will be deemed not to be outstanding and a holder of such certificate will not have the right to vote, subject to certain exceptions, as further described in the definition of “Certificateholder” under “Description of the Certificates—Reports to Certificateholders; Certain Available Information” in this prospectus.

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The Rights of the Directing Holder, the Risk Retention Consultation Party and the Operating Advisor Could Adversely Affect Your Investment

The controlling class representative will have certain consent and consultation rights with respect to certain matters relating to the mortgage loans as the directing holder (other than with respect to a non-serviced mortgage loan, the servicing shift mortgage loans and any excluded loan) and the right to replace the special servicer with or without cause, except that if a control termination event (i.e., an event in which the certificate balance of the most senior class of certificates that is eligible to be a controlling class, as reduced by the application of appraisal reductions and realized losses, is less than 25% of its initial certificate balance) occurs and is continuing, the controlling class representative will lose the consent rights and the right to replace the special servicer, and if a consultation termination event (i.e., an event in which the certificate balance of the most senior class of certificates that is eligible to be a controlling class (as reduced by the application of realized losses) is less than 25% of its initial certificate balance) occurs, then the controlling class representative will lose the consultation rights. See “Pooling and Servicing Agreement—The Directing Holder”.

In addition, the risk retention consultation parties will have certain non-binding consultation rights with respect to certain matters relating to the mortgage loans (other than any non-serviced mortgage loan and any applicable excluded loan). See “Pooling and Servicing Agreement—The Directing Holder—Major Decisions”.

These actions and decisions with respect to which the controlling class representative has consent or consultation rights and the risk retention consultation parties have consultation rights include, among others, certain modifications to the mortgage loans or serviced whole loans (other than the servicing shift whole loans), including modifications of monetary terms, foreclosure or comparable conversion of the related mortgaged properties, and certain sales of mortgage loans or REO properties for less than the outstanding principal amount plus accrued interest, fees and expenses. As a result of the exercise of these rights by the directing holder and the risk retention consultation parties, the special servicer may take actions with respect to a mortgage loan that could adversely affect the interests of investors in one or more classes of offered certificates.

Similarly, with respect to a non-serviced mortgage loan, the special servicer under the pooling and servicing agreement governing the servicing of such non-serviced mortgage loan may, at the direction or upon the advice of the directing holder of the related securitization trust holding the controlling note for the related non-serviced whole loan, take actions with respect to such non-serviced mortgage loan and related companion loan that could adversely affect such non-serviced mortgage loan, and therefore, the holders of some or all of the classes of certificates. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans—Certain Rights of each Non-Controlling Holder” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

Similarly, with respect to the servicing shift whole loans, prior to the related servicing shift securitization date, the special servicer may, at the direction or upon the advice of the holder of the related controlling companion loan, take actions with respect to such whole loan that could adversely affect such whole loan, and therefore, the holders of some or all of the classes of certificates. The issuing entity (as the holder of the non-controlling note) will have limited consultation rights with respect to major decisions relating to a non-serviced whole loan or a servicing shift whole loan and in connection with a sale of a defaulted loan, and such rights will be exercised by the controlling class representative for this transaction so long as no consultation termination event has occurred and is continuing and by the special servicer if a consultation termination event has occurred and is continuing. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans—Certain Rights of each Non-Controlling Holder”.

Although the special servicer under the pooling and servicing agreement and the special servicer for each non-serviced mortgage loan are not permitted to take actions which are prohibited by law or violate the servicing standard under the applicable pooling and servicing agreement or the terms of the related loan documents, it is possible that the directing holder (or equivalent entity) under such pooling and servicing agreement may direct or advise, as applicable, the related special servicer to take actions with respect to such mortgage loan that conflict with the interests of the holders of certain classes of the certificates.

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You will be acknowledging and agreeing, by your purchase of offered certificates, that the directing holder and the risk retention consultation parties under this securitization transaction, as well as the directing holder and the risk retention consultation party (or equivalent entity) under the pooling and servicing agreement governing the servicing of each non-serviced mortgage loan:

(i)may have special relationships and interests that conflict with those of holders of one or more classes of certificates;

(ii)may act solely in the interests of the holders of the controlling class or VRR interest, as applicable (or, in the case of a non-serviced mortgage loan, the controlling class of the securitization trust formed under the pooling and servicing agreement governing the servicing of such non-serviced mortgage loan);

(iii)does not have any duties to the holders of any class of certificates other than the controlling class or VRR interest, as applicable (or, in the case of a non-serviced mortgage loan, the controlling class of the securitization trust formed under the pooling and servicing agreement governing the servicing of such non-serviced mortgage loan);

(iv)may take actions that favor the interests of the holders of the controlling class or VRR interest, as applicable (or, in the case of a non-serviced mortgage loan, the controlling class of the securitization trust formed under the pooling and servicing agreement governing the servicing of such non-serviced mortgage loan), over the interests of the holders of one or more other classes of certificates; and

(v)will have no liability whatsoever (other than to a controlling class certificateholder) for having so acted as set forth in clauses (i) – (iv) above, and that no certificateholder may take any action whatsoever against the directing holder or a risk retention consultation party under this securitization transaction, as well as the directing holder or risk retention consultation party (or equivalent entities) under the pooling and servicing agreement governing the servicing of a non-serviced mortgage loan or any of their respective affiliates, directors, officers, employees, shareholders, members, partners, agents or principals for having so acted.

In addition, if an operating advisor consultation event has occurred and is continuing, the operating advisor will have certain consultation rights with respect to certain matters relating to the mortgage loans (other than a non-serviced mortgage loan). Further, the operating advisor will have the right to recommend a replacement of the special servicer, as described under “Pooling and Servicing Agreement—The Operating Advisor” and “—Replacement of the Special Servicer After Operating Advisor Recommendation and Investor Vote”. The operating advisor is generally required to act on behalf of the issuing entity and in the best interest of, and for the benefit of, the certificateholders and, with respect to any serviced whole loan (other than the servicing shift whole loans), for the benefit of the holders of any related companion loan (as a collective whole as if the certificateholders and companion loan holders constituted a single lender and taking into account the pari passu or subordinate nature of any such related companion loan). We cannot assure you that any actions taken by the special servicer as a result of a recommendation or consultation by the operating advisor will not adversely affect the interests of investors in one or more classes of certificates. With respect to a non-serviced mortgage loan, the operating advisor appointed under the pooling and servicing agreement governing the servicing of such non-serviced mortgage loan will have similar rights and duties under such pooling and servicing agreement. Further, the operating advisor will generally have no obligations or consultation rights under the pooling and servicing agreement for this transaction with respect to any non-serviced mortgage loan or any related REO property. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

You Have Limited Rights to Replace the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer

In general, the directing holder will have the right to terminate and replace the special servicer with or without cause so long as no control termination event has occurred and is continuing and other than in respect of any applicable excluded loan as described in this prospectus. During the continuance of a control

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termination event that relates to any mortgage loan, the special servicer may also be removed in certain circumstances (x) if a request is made by holders of principal balance certificates evidencing not less than 25% of the voting rights (taking into account the application of appraisal reductions to notionally reduce the respective certificate balances) of all principal balance certificates on an aggregate basis and (y) upon receipt of approval by holders of principal balance certificates evidencing (i) at least 75% of a quorum, (which, for this purpose, is the holders of principal balance certificates evidencing at least 75% of the voting rights (taking into account the application of realized losses and the application of appraisal reductions to notionally reduce the respective certificate balances) of all principal balance certificates on an aggregate basis) or (ii) more than 50% of each class of “non-reduced interests” (each class of principal balance certificates outstanding that has not been reduced to less than 25% of its initial certificate balance through the application of appraisal reduction amounts and realized losses, as applicable). See “Pooling and Servicing Agreement—Replacement of the Special Servicer Without Cause”.

In addition, if at any time the operating advisor determines, in its sole discretion exercised in good faith, that (1) the special servicer is not performing its duties as required under the pooling and servicing agreement or is otherwise not acting in accordance with the servicing standard, and (2) the replacement of the special servicer would be in the best interest of the certificateholders as a collective whole, then the operating advisor will have the right to recommend the replacement of the special servicer and deliver a report supporting such recommendation in the manner described in “Pooling and Servicing Agreement—Replacement of the Special Servicer After Operating Advisor Recommendation and Investor Vote”. The operating advisor’s recommendation to replace the special servicer must be confirmed by an affirmative vote of holders of principal balance certificates evidencing at least a majority of a quorum (which, for this purpose, is holders that (i) evidence at least 20% of the voting rights (taking into account the application of appraisal reductions to notionally reduce the respective certificate balances) of all principal balance certificates on an aggregate basis, and (ii) consist of at least three certificateholders or certificate owners that are not “risk retention affiliated” with each other).

The certificateholders will generally have no right to replace and terminate the master servicer, the trustee and the certificate administrator without cause. The vote of the requisite percentage of voting rights may terminate the operating advisor or the asset representations reviewer without cause. The vote of the requisite percentage of the voting rights will be required to replace the master servicer, the special servicer, the operating advisor and the asset representations reviewer even for cause, and certain termination events may be waived by the vote of the requisite percentage of the voting rights. The certificateholders will have no right to replace the master servicer or the special servicer of the pooling and servicing agreement relating to any non-serviced mortgage loan. We cannot assure that your lack of control over the replacement of these parties will not have an adverse impact on your investment.

The Rights of Companion Loan Holders and Mezzanine Debt Could Adversely Affect Your Investment

The holders of a pari passu companion loan relating to the serviced mortgage loans will have certain consultation rights (on a non-binding basis) with respect to major decisions relating to the related whole loan under the related co-lender agreement. Such companion loan holder and its representative may have interests in conflict with those of the holders of some or all of the classes of certificates, and may advise the special servicer to take actions that conflict with the interests of the holders of certain classes of the certificates. Although any such consultation is non-binding and the special servicer is not obligated to consult with the companion loan holder if required under the servicing standard, we cannot assure you that the exercise of the rights of such companion loan holder will not delay any action to be taken by the special servicer and will not adversely affect your investment.

With respect to any mortgage loan that is subject to one or more subordinate companion loans, the holders of such companion loan(s) will generally have the right under limited circumstances to (i) cure certain defaults with respect to the related mortgage loan and to purchase (without payment of any yield maintenance charge or prepayment premium) the related mortgage loan and (ii) prior to the occurrence and continuance of a “control appraisal period” or a “control termination event” applicable to such subordinate companion loan, approve certain modifications and consent to certain actions to be taken with respect to the related whole loan. The rights of the holder of a subordinate companion loan could adversely affect your

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ability to protect your interests with respect to matters relating to the related mortgage loan. See “Description of the Mortgage Pool—The Whole Loans”.

With respect to mortgage loans that have mezzanine debt or permit mezzanine debt in the future, the related mezzanine lender will have the right under certain limited circumstances to (i) cure certain defaults with respect to, and under certain default scenarios, purchase (without payment of any yield maintenance charge or prepayment premium) the related mortgage loan and (ii) so long as no event of default with respect to the related mortgage loan continues after the mezzanine lender’s cure right has expired, approve certain modifications and consent to certain actions to be taken with respect to the related mortgage loan. See “Description of the Mortgage Pool—Mortgage Pool Characteristics” and “—Additional Indebtedness”.

The purchase option that the holder of a subordinate companion loan or mezzanine debt holds pursuant to the related intercreditor agreement or co-lender agreement generally permits such holder to purchase its related defaulted mortgage loan for a purchase price generally equal to the outstanding principal balance of the related defaulted mortgage loan, together with accrued and unpaid interest (exclusive of default interest) on, and unpaid servicing expenses, protective advances and interest on advances related to, such defaulted mortgage loan. However, in the event such holder is not obligated to pay some or all of those fees and additional expenses, including any liquidation fee payable to the special servicer under the terms of the pooling and servicing agreement, then the exercise of such holder’s rights under the intercreditor agreement or co-lender agreement to purchase the related mortgage loan from the issuing entity may result in a loss to the issuing entity in the amount of those fees and additional expenses. In addition, such holder’s right to cure defaults under the related defaulted mortgage loan could delay the issuing entity’s ability to realize on or otherwise take action with respect to such defaulted mortgage loan.

In addition, with respect to a non-serviced mortgage loan, you will not have any right to vote with respect to any matters relating to the servicing and administration of any non-serviced mortgage loan. See “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

You will be acknowledging and agreeing, by your purchase of offered certificates, that the companion loan holders:

● may have special relationships and interests that conflict with those of holders of one or more classes of certificates;

● may act solely in its own interests, without regard to your interests;

● do not have any duties to any other person, including the holders of any class of certificates;

● may take actions that favor its interests over the interests of the holders of one or more classes of certificates; and

● will have no liability whatsoever for having so acted and that no certificateholder may take any action whatsoever against the companion loan holder or its representative or any director, officer, employee, agent or principal of the companion loan holder or its representative for having so acted.

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Risks Relating to Modifications of the Mortgage Loans

As delinquencies or defaults occur, the special servicer and any sub-servicer will be required to utilize an increasing amount of resources to work with borrowers to maximize collections on the mortgage loans serviced by it. This may include modifying the terms of such mortgage loans that are in default or whose default is reasonably foreseeable. At each step in the process of trying to bring a defaulted mortgage loan current or in maximizing proceeds to the issuing entity, the special servicer and any sub-servicer will be required to invest time and resources not otherwise required when collecting payments on performing mortgage loans. Modifications of mortgage loans implemented by the special servicer or any sub-servicer in order to maximize ultimate proceeds of such mortgage loans to issuing entity may have the effect of, among other things, reducing or otherwise changing the mortgage rate, forgiving or forbearing payments of principal, interest or other amounts owed under the mortgage loan, extending the final maturity date of the mortgage loan, capitalizing or deferring delinquent interest and other amounts owed under the mortgage loan, forbearing payment of a portion of the principal balance of the mortgage loan or any combination of these or other modifications.

Any modified mortgage loan may remain in the issuing entity, and the modification may result in a reduction in (or may eliminate) the funds received with respect of such mortgage loan. In particular, any modification to reduce or forgive the amount of interest payable on the mortgage loan will reduce the amount cash flow available to make distributions of interest on the certificates, which will likely impact the most subordinated classes of certificates that suffer the shortfall. To the extent the modification defers principal payments on the mortgage loan (including as a result of an extension of its stated maturity date), certificates entitled to principal distributions will likely be repaid more slowly than anticipated, and if principal payments on the mortgage loan are forgiven, the reduction will cause a write-down of the certificate balances of the certificates in reverse order of seniority. See “Description of the Certificates— Subordination; Allocation of Realized Losses”.

The ability to modify mortgage loans by the special servicer may be limited by several factors. First, if the special servicer has to consider a large number of modifications, operational constraints may affect the ability of the special servicer to adequately address all of the needs of the borrowers. Furthermore, the terms of the related servicing agreement may prohibit the special servicer from taking certain actions in connection with a loan modification, such as an extension of the loan term beyond a specified date such as a specified number of years prior to the rated final distribution date. You should consider the importance of the role of the special servicer in maximizing collections for the transaction and the impediments the special servicer may encounter when servicing delinquent or defaulted mortgage loans. In some cases, failure by the special servicer to timely modify the terms of a defaulted mortgage loan may reduce amounts available for distribution on the certificates in respect of such mortgage loan, and consequently may reduce amounts available for distribution to the related certificates. In addition, even if a loan modification is successfully completed, we cannot assure you that the related borrower will continue to perform under the terms of the modified mortgage loan.

Modifications that are designed to maximize collections in the aggregate may adversely affect a particular class of certificates. The pooling and servicing agreement obligates the special servicer not to consider the interests of individual classes of certificates. You should note that in connection with considering a modification or other type of loss mitigation, the special servicer may incur or bear related out-of-pocket expenses, such as appraisal fees, which would be reimbursed to the special servicer from the transaction as property protection advances and paid from amounts received on the modified loan or from other mortgage loans in the mortgage pool but in each case, prior to distributions being made on the certificates.

The Sponsors May Not Make Required Repurchases or Substitutions of Defective Mortgage Loans or Pay Any Loss of Value Payment Sufficient to Cover All Losses on a Defective Mortgage Loan

Each sponsor is the sole warranting party in respect of the mortgage loans sold by such sponsor. Neither we nor any of our affiliates (except Goldman Sachs Mortgage Company in its capacity as a sponsor) is obligated to repurchase or substitute any mortgage loan or make any payment to compensate

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the issuing entity in connection with a breach of any representation or warranty of a sponsor or any document defect, if the related sponsor defaults on its obligation to do so. We cannot assure you that the sponsors will effect such repurchases or substitutions or make such payment to compensate the issuing entity. Although a loss of value payment may only be made to the extent that the special servicer deems such amount to be sufficient to compensate the issuing entity for such material defect or material breach, we cannot assure you that such loss of value payment will fully compensate the issuing entity for such material defect or material breach in all respects. In addition, the sponsors may have various legal defenses available to them in connection with a repurchase or substitution obligation or an obligation to pay the loss of value payment. In particular, in the case of a non-serviced mortgage loan that is serviced under the pooling and servicing agreement entered into in connection with the securitization of the related pari passu companion loan, the asset representations reviewer under that pooling and servicing agreement may review the diligence file relating to such pari passu companion loan concurrently with the review of the asset representations reviewer of the related mortgage loan for this transaction, and their findings may be inconsistent, and such inconsistency may allow the related mortgage loan seller to challenge the findings of the asset representations reviewer of the affected mortgage loan. Any mortgage loan that is not repurchased or substituted and that is not a “qualified mortgage” for a REMIC may cause the Trust REMICs to fail to qualify as REMICs or cause the issuing entity to incur a tax. See “Description of the Mortgage Loan Purchase Agreements”.

Risks Relating to Interest on Advances and Special Servicing Compensation

To the extent described in this prospectus, the master servicer, the special servicer and the trustee will each be entitled to receive interest on unreimbursed advances made by it at the “Prime Rate” as published in The Wall Street Journal. This interest will generally accrue from the date on which the related advance is made or the related expense is incurred to the date of reimbursement. In addition, under certain circumstances, including delinquencies in the payment of principal and/or interest, a mortgage loan will be specially serviced and the special servicer will be entitled to compensation for special servicing activities. The right to receive interest on advances or special servicing compensation is senior to the rights of certificateholders to receive distributions on the offered certificates. The payment of interest on advances and the payment of compensation to the special servicer may lead to shortfalls in amounts otherwise distributable on your certificates.

Bankruptcy of a Servicer May Adversely Affect Collections on the Mortgage Loans and the Ability to Replace the Servicer

The master servicer or the special servicer may be eligible to become a debtor under the Bankruptcy Code or enter into receivership under the Federal Deposit Insurance Act (“FDIA”). If a master servicer or special servicer, as applicable, were to become a debtor under the Bankruptcy Code or enter into receivership under the FDIA, although the pooling and servicing agreement provides that such an event would entitle the issuing entity to terminate the master servicer or the special servicer, as applicable, the provision would most likely not be enforceable. However, a rejection of the pooling and servicing agreement by a master servicer or the special servicer, as applicable, in a bankruptcy proceeding or repudiation of the pooling and servicing agreement in a receivership under the FDIA would be treated as a breach of the pooling and servicing agreement and give the issuing entity a claim for damages and the ability to appoint a successor master servicer or special servicer, as applicable. An assumption under the Bankruptcy Code would require the master servicer or the special servicer, as applicable, to cure its pre-bankruptcy defaults, if any, and demonstrate that it is able to perform following assumption. The bankruptcy court may permit the master servicer or the special servicer, as applicable, to assume the servicing agreement and assign it to a third party. An insolvency by an entity governed by state insolvency law would vary depending on the laws of the particular state. We cannot assure you that a bankruptcy or receivership of the master servicer or special servicer, as applicable, would not adversely impact the servicing of the mortgage loans or the issuing entity would be entitled to terminate the master servicer or the special servicer, as applicable, in a timely manner or at all.

If any master servicer or special servicer, as applicable, becomes the subject of bankruptcy or similar proceedings, the issuing entity claim to collections in that master servicer or special servicer’s, as

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applicable, possession at the time of the bankruptcy filing or other similar filing may not be perfected. In this event, funds available to pay principal and interest on your certificates may be delayed or reduced.

Risks Relating to a Bankruptcy of an Originator, a Sponsor or the Depositor, or a Receivership or Conservatorship of Goldman Sachs Bank USA

In the event of the bankruptcy or insolvency of an originator, a sponsor or the depositor, or a receivership or conservatorship of Goldman Sachs Bank USA (“GS Bank”), an originator and the parent of Goldman Sachs Mortgage Company, it is possible that the issuing entity’s right to payment from or ownership of certain of the mortgage loans could be challenged. If such challenge is successful, payments on the offered certificates would be reduced or delayed. Even if the challenge is not successful, payments on the offered certificates would be delayed while a court resolves the claim.

Goldman Sachs Mortgage Company, a sponsor, is an indirect, wholly-owned subsidiary of GS Bank a New York State chartered bank, the deposits of which are insured by the Federal Deposit Insurance Corporation (the “FDIC”). If GS Bank were to become subject to receivership, the proceeding would be administered by the FDIC under the FDIA; likewise, if GS Bank were to become subject to conservatorship, the agency appointed as conservator would likely be the FDIC as well. The FDIA gives the FDIC the power to disaffirm or repudiate contracts to which a bank is party at the time of receivership or conservatorship and the performance of which the FDIC determines to be burdensome, in which case the counterparty to the contract has a claim for payment by the receivership or conservatorship estate of “actual direct compensatory damages” as of the date of receivership or conservatorship.

The FDIC has adopted a rule, substantially revised and effective January 1, 2011, establishing a safe harbor (the “FDIC Safe Harbor”) from its repudiation powers for securitizations meeting the requirements of the rule (12 C.F.R. § 360.6). The transfer of the applicable mortgage loans by the sponsors to the depositor will not qualify for the FDIC Safe Harbor. However, the transfers are not transfers by banks, and in any event, even if the FDIC Safe Harbor were applicable to the transfers, the FDIC Safe Harbor is non-exclusive. In the case of each sponsor and the depositor, an opinion of counsel will be rendered on the closing date to the effect that the transfer of the applicable mortgage loans by such sponsor to the depositor and by the depositor to the issuing entity would generally be respected as a sale in the event of a bankruptcy or insolvency of such sponsor or the depositor, as applicable.

A legal opinion is not a guaranty as to what any particular court would actually decide, but rather an opinion as to the decision a court would reach if the issues are competently presented and the court followed existing precedent as to legal and equitable principles applicable in bankruptcy cases. In this regard, legal opinions on bankruptcy law matters unavoidably have inherent limitations primarily because of the pervasive equity powers of bankruptcy courts, the overriding goal of reorganization to which other legal rights and policies may be subordinated, the potential relevance to the exercise of judicial discretion of future arising facts and circumstances, and the nature of the bankruptcy process. As a result, the FDIC, a creditor, bankruptcy trustee or another interested party, including an entity transferring a mortgage loan, as debtor-in-possession, could still attempt to assert that the transfer of a mortgage loan by the related sponsor was not a sale. If such party’s challenge is successful, payments on the offered certificates would be reduced or delayed. Even if the challenge is not successful payments on the offered certificates would be delayed while a court resolves the claim.

In addition, since the issuing entity is a common law trust, it may not be eligible for relief under the federal bankruptcy laws, unless it can be characterized as a “business trust” for purposes of the federal bankruptcy laws. Bankruptcy courts look at various considerations in making this determination, so it is not possible to predict with any certainty whether or not the issuing entity would be characterized as a “business trust”. Regardless of whether a bankruptcy court ultimately determines that the issuing entity is a “business trust”, it is possible that payments on the offered certificates would be delayed while the court resolved the issue.

Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act provides for an orderly liquidation authority (“OLA”) under which the FDIC can be appointed as receiver of certain systemically important non-bank financial companies and their direct or indirect subsidiaries in certain cases. We make

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no representation as to whether this would apply to any of the sponsors. In January 2011, the former acting general counsel of the FDIC issued a letter (the “Former Acting General Counsel’s Letter”) in which he expressed his view that, under then-existing regulations, the FDIC, as receiver under the OLA, would not, in the exercise of its OLA repudiation powers, recover as property of a financial company assets transferred by the financial company, provided that the transfer satisfies the conditions for the exclusion of assets from the financial company’s estate under the Bankruptcy Code. The letter further noted that, while the FDIC staff may be considering recommending further regulations under OLA, the former acting general counsel would recommend that such regulations incorporate a 90-day transition period for any provisions affecting the FDIC’s statutory power to disaffirm or repudiate contracts. If, however, the FDIC were to adopt a different approach than that described in the Former Acting General Counsel’s Letter, delays or reductions in payments on the offered certificates would occur. We cannot assure you that either sponsor would not be considered a systemically important non-bank financial company for purposes of OLA.

The Requirement of the Special Servicer to Obtain FIRREA-Compliant Appraisals May Result in an Increased Cost to the Issuing Entity

Each appraisal obtained pursuant to the pooling and servicing agreement is required to contain a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”), as in effect on the date such appraisal was obtained. Any such appraisal is likely to be more expensive than an appraisal that is not FIRREA compliant. Such increased cost could result in losses to the issuing entity. Additionally, FIRREA compliant appraisals are required to assume a value determined by a typically motivated buyer and seller, and could result in a higher appraised value than one not prepared assuming a forced liquidation or other distress situation. In addition, because a FIRREA compliant appraisal may result in a higher valuation than a non-FIRREA compliant appraisal, there may be a delay in calculating and applying appraisal reductions, which could result in the holders of a given class of certificates continuing to hold the full non-notionally reduced amount of such certificates for a longer period of time than would be the case if a non-FIRREA compliant appraisal were obtained.

Realization on the Mortgage Loans That Are Part of a Serviced Whole Loan May Be Adversely Affected by the Rights of the Holder of the Related Serviced Companion Loan

If a serviced whole loan were to become defaulted, the related co-lender agreement requires the special servicer, in the event it determines to sell the related mortgage loan in accordance with the terms of the pooling and servicing agreement, to sell the related serviced companion loan(s) together with such defaulted mortgage loan. We cannot assure you that such a required sale of a defaulted serviced whole loan would not adversely affect the ability of the special servicer to sell such mortgage loan, or the price realized for such mortgage loan, following a default on the related serviced whole loan. Further, given that, pursuant to the co-lender agreements for the serviced whole loans, the related serviced companion loan holders will not be the related whole loan controlling noteholder, and the trust as holder of the related mortgage loan will be the controlling noteholder (with the right to consent to material servicing decisions and replace the special servicer, as described in this prospectus), with respect to each serviced whole loan, the related serviced companion loan(s) may not be as marketable as the related mortgage loan held by the issuing entity. Accordingly, if any such sale does occur with respect to a defaulted mortgage loan and the related serviced companion loans, then the net proceeds realized by the certificateholders in connection with such sale may be less than would be the case if only the related mortgage loan were subject to such sale.

Book-Entry Securities May Delay Receipt of Payment and Reports and Limit Liquidity and Your Ability to Pledge Certificates

If a trust or trust fund issues certificates in book-entry form, you may experience delays in receipt of your payments and/or reports, since payments and reports will initially be made to the book-entry depository or its nominee. In addition, the issuance of certificates in book-entry form may reduce the liquidity of certificates so issued in the secondary trading market, since some investors may be unwilling to purchase certificates for which they cannot receive physical certificates. Additionally, your ability to pledge

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certificates to persons or entities that do not participate in The Depository Trust Company system, or otherwise to take action in respect of the certificates, may be limited due to lack of a physical security representing the certificates.

Book-Entry Registration Will Mean You Will Not Be Recognized as a Holder of Record

Your certificates will be initially represented by one or more certificates registered in the name of Cede & Co., as the nominee for The Depository Trust Company, and will not be registered in your name. As a result, you will not be recognized as a certificateholder, or holder of record of your certificates. See “Description of the Certificates—Delivery, Form, Transfer and Denomination—Book-Entry Registration” in this prospectus and “Risk Factors—Book-Entry Securities May Delay Receipt of Payment and Reports and Limit Liquidity and Your Ability to Pledge Certificates” in this prospectus for a discussion of important considerations relating to not being a certificateholder of record.

Tax Matters and Changes in Tax Law May Adversely Impact the Mortgage Loans or Your Investment

Tax Considerations Relating to Foreclosure

If the issuing entity acquires a mortgaged property (or, in the case of a non-serviced mortgage loan, a beneficial interest in a mortgaged property) subsequent to a default on the related mortgage loan (other than a non-serviced mortgage loan) or whole loan pursuant to a foreclosure or deed in lieu of foreclosure, the special servicer (or, in the case of a non-serviced mortgage loan, the related non-serviced special servicer) would be required to retain an independent contractor to operate and manage such mortgaged property. Among other items, the independent contractor generally will not be able to perform construction work other than repair, maintenance or certain types of tenant buildouts, unless the construction was more than 10% completed when the mortgage loan defaulted or when the default of the mortgage loan became imminent. Generally, any (i) net income from such operation (other than qualifying “rents from real property”) (ii) rental income based on the net profits of a tenant or sub-tenant or allocable to a service that is non-customary in the area and for the type of property involved and (iii) rental income attributable to personal property leased in connection with a lease of real property, if the rent attributable to the personal property exceeds 15% of the total rent for the taxable year, will subject the Lower-Tier REMIC to federal tax (and possibly state or local tax) on such income at the corporate tax rate. No determination has been made whether any portion of the income from the mortgaged properties constitutes “rent from real property”. Any such imposition of tax will reduce the net proceeds available for distribution to certificateholders. The special servicer (or, in the case of a non-serviced mortgage loan, the related non-serviced special servicer) may permit the Lower-Tier REMIC to earn “net income from foreclosure property” that is subject to tax if it determines that the net after-tax benefit to certificateholders and any related companion loan holders, as a collective whole, could reasonably be expected to be greater than under another method of operating or leasing the mortgaged property. See “Pooling and Servicing Agreement—Realization Upon Mortgage Loans”. In addition, if the issuing entity were to acquire one or more mortgaged properties (or, in the case of a non-serviced mortgage loan, a beneficial interest in a mortgaged property) pursuant to a foreclosure or deed in lieu of foreclosure, upon acquisition of those mortgaged properties (or, in the case of a non-serviced mortgage loan, a beneficial interest in a mortgaged property), the issuing entity may in certain jurisdictions, particularly in New York, be required to pay state or local transfer or excise taxes upon liquidation of such properties. Such state or local taxes may reduce net proceeds available for distribution to the certificateholders.

In addition, proceeds received from any Mortgaged Property located in a foreign jurisdiction may be reduced by the application of the applicable foreign taxes.

REMIC Status

If an entity intended to qualify as a REMIC fails to satisfy one or more of the REMIC provisions of the Internal Revenue Code of 1986, as amended (the “Code”), during any taxable year, the Code provides that such entity will not be treated as a REMIC for such year and any year thereafter. In such event, the issuing

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entity, including the Upper-Tier REMIC and the Lower-Tier REMIC, would likely be treated as one or more separate associations taxable as corporations under Treasury regulations, and the offered certificates may be treated as stock interests in those associations and not as debt instruments.

Material Federal Tax Considerations Regarding Original Issue Discount

One or more classes of the offered certificates may be issued with “original issue discount” for federal income tax purposes, which generally would result in the holder recognizing taxable income in advance of the receipt of cash attributable to that income. Accordingly, investors must have sufficient sources of cash to pay any federal, state or local income taxes with respect to the original issue discount. In addition, such original issue discount will be required to be accrued and included in income based on the assumption that no defaults will occur and no losses will be incurred with respect to the mortgage loans. This could lead to the inclusion of amounts in ordinary income early in the term of the certificate that later prove uncollectible, giving rise to a bad debt deduction. In the alternative, the investor may be required to treat such uncollectible amount as a capital loss under Section 166 of the Internal Revenue Code of 1986, as amended.

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Description of the Mortgage Pool

General

The assets of the issuing entity will consist of a pool of 49 fixed rate mortgage loans (the “Mortgage Loans” or, collectively, the “Mortgage Pool”) with an aggregate principal balance as of the Cut-off Date of approximately $864,235,961 (the “Initial Pool Balance”). The “Cut-off Date” means with respect to each Mortgage Loan, the related Due Date in November 2019, or with respect to any Mortgage Loan that has its first Due Date in December 2019, the date that would otherwise have been the related Due Date in November 2019.

Eleven (11) of the Mortgage Loans (37.2%), are each part of a larger whole loan, each of which is comprised of the related Mortgage Loan and one or more loans that are pari passu in right of payment to the related Mortgage Loan (collectively referred to in this prospectus as “Pari Passu Companion Loans”) and/or are subordinate in right of payment to the related Mortgage Loan (referred to in this prospectus as a “Subordinate Companion Loan”). Each Pari Passu Companion Loan and Subordinate Companion Loan is referred to as a “Companion Loan” in this prospectus. Each Mortgage Loan and any related Companion Loans are collectively referred to as a “Whole Loan”. Each Companion Loan is secured by the same mortgage and the same single assignment of leases and rents securing the related Mortgage Loan. See “—The Whole Loans” below for more information regarding the rights of the holders of the Companion Loans and the servicing and administration of the Whole Loans that will not be serviced under the pooling and servicing agreement for this transaction.

The Mortgage Loans and Whole Loans were originated, co-originated or acquired by the mortgage loan sellers set forth in the following chart and such entities will sell their respective Mortgage Loans to the depositor, which will in turn sell the Mortgage Loans to the issuing entity:

Sellers of the Mortgage Loans

Seller(1)	Number of Mortgage Loans	Aggregate Cut-off Date Balance of Mortgage Loans	Approx. % of Initial Pool Balance
Argentic Real Estate Finance LLC(2)	26	$501,439,211	58.0	%
Goldman Sachs Mortgage Company(3)	9	213,258,279	24.7
Starwood Mortgage Capital LLC	14	149,538,470	17.3
Total	49	$864,235,961	100.0	%

(1) Each Mortgage Loan was originated by its respective mortgage loan seller or its affiliate, except those certain Mortgage Loans that are part of larger whole loan structures that were co-originated by the applicable mortgage loan seller with one or more other lenders. See “—Co-Originated or Third-Party Originated Mortgage Loans” below.

(2) The New Jersey Center of Excellence Mortgage Loan (4.2%) is part of a Whole Loan that was co-originated by Argentic Real Estate Finance LLC and Citi Real Estate Funding Inc. Such Mortgage Loan was underwritten pursuant to Argentic Real Estate Finance LLC’s underwriting guidelines.

(3) All of the Mortgage Loans (24.7%) being sold by Goldman Sachs Mortgage Company were originated or co-originated by an affiliate thereof, Goldman Sachs Bank USA, and will be transferred to Goldman Sachs Mortgage Company on or prior to the Closing Date. The Grand Canal Shoppes Mortgage Loan (2.9%), is part of a Whole Loan that was co-originated by Goldman Sachs Bank USA, Morgan Stanley Bank, National Association, Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association. Such Mortgage Loan was underwritten pursuant to Goldman Sachs Mortgage Company’s underwriting guidelines.

Each of the Mortgage Loans or Whole Loans is evidenced by one or more promissory notes or similar evidence of indebtedness (each a “Mortgage Note”) and, in each case, secured by (or, in the case of an indemnity deed of trust, backed by a guaranty that is secured by) one or more mortgages, deeds of trust or other similar security instruments creating a first lien on a fee simple and/or leasehold interest in one or more commercial, multifamily or manufactured housing real properties (each, a “Mortgaged Property”).

The Mortgage Loans and Whole Loans are generally non-recourse loans. In the event of a borrower default on a non-recourse Mortgage Loan or Whole Loan, recourse may be had only against the specific

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Mortgaged Property or Mortgaged Properties and the other limited assets securing such Mortgage Loan or Whole Loan, and not against the related borrower’s other assets. The Mortgage Loans and Whole Loans are not insured or guaranteed by the sponsors, the mortgage loan sellers or any other person or entity unrelated to the respective borrower. You should consider all of the Mortgage Loans and Whole Loans to be nonrecourse loans as to which recourse in the case of default will be limited to the specific property and other assets, if any, pledged to secure the related Mortgage Loan or Whole Loans.

Co-Originated or Third-Party Originated Mortgage Loans

The following Mortgage Loans are component promissory notes of whole loans co-originated by the related mortgage loan seller (or an affiliate) and another entity or were originated by an unaffiliated third party and transferred to the related mortgage loan seller:

● The New Jersey Center of Excellence Whole Loan (4.2%), for which Argentic is the mortgage loan seller, is part of a Whole Loan that was co-originated by Argentic Real Estate Finance LLC and Citi Real Estate Funding Inc.

● The Grand Canal Shoppes Whole Loan (2.9%), for which GSMC is the mortgage loan seller, is part of a Whole Loan that was co-originated by Morgan Stanley Bank, N.A., Wells Fargo Bank, N.A., JPMorgan Chase Bank, National Association and Goldman Sachs Bank USA.

Certain Calculations and Definitions

This prospectus sets forth certain information with respect to the Mortgage Loans and the Mortgaged Properties. The sum in any column of the tables presented on Annex A-2 and Annex A-3 may not equal the indicated total due to rounding. The information on Annex A-1 with respect to the Mortgage Loans (or Whole Loans, if applicable) and the Mortgaged Properties is based upon the pool of the Mortgage Loans as it is expected to be constituted as of the close of business on November 8, 2019 (the “Closing Date”), assuming that (i) all scheduled principal and interest payments due on or before the Cut-off Date will be made and (ii) there will be no principal prepayments on or before the Closing Date. The statistics on Annex A-1, Annex A-2 and Annex A-3 were primarily derived from information provided to the depositor by each sponsor, which information may have been obtained from the borrowers.

All percentages of the Mortgage Loans and Mortgaged Properties, or of any specified group of Mortgage Loans and Mortgaged Properties, referred to in this prospectus without further description are approximate percentages of the Initial Pool Balance by Cut-off Date Balances and/or the allocated loan amount allocated to such Mortgaged Properties as of the Cut-off Date.

All information presented in this prospectus with respect to each Mortgage Loan with one or more Pari Passu Companion Loans is calculated in a manner that reflects the aggregate indebtedness evidenced by that Mortgage Loan and the related Pari Passu Companion Loan(s), unless otherwise indicated. All information presented in this prospectus with respect to each Mortgage Loan with one or more Subordinate Companion Loans is calculated without regard to such Subordinate Companion Loans, unless otherwise indicated.

Unless otherwise specified, (i) references to a Mortgaged Property (or portfolio of Mortgaged Properties) by name refer to such Mortgaged Property (or portfolio of Mortgaged Properties) so identified on Annex A-1, (ii) references to a Mortgage Loan by name refer to such Mortgage Loan secured by the related Mortgaged Property (or portfolio of Mortgaged Properties) so identified on Annex A-1, (iii) any parenthetical with a percent next to a Mortgaged Property name (or portfolio of Mortgaged Properties name) indicates the approximate percent (or approximate aggregate percent) that the outstanding principal balance of the related Mortgage Loan (or, if applicable, the Allocated Cut-Off Date Loan Amount with respect to such Mortgaged Property) represents of the Initial Pool Balance, and (iv) any parenthetical with a percent next to a Mortgage Loan name or a group of Mortgage Loans indicates the approximate percent (or approximate aggregate percent) that the outstanding principal balance of such Mortgage Loan or the aggregate outstanding principal balance of such group of Mortgage Loans, as applicable, represents of the Initial Pool Balance.

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Definitions

For purposes of this prospectus, including the information presented in the Annexes to this prospectus, the indicated terms have the following meanings:

“ADR” means, for any hospitality property, average daily rate.

“Allocated Cut-off Date Loan Amount” means, in the case of Mortgage Loans secured by multiple Mortgaged Properties, the allocated Cut-off Date Balance for each Mortgaged Property based on an allocated loan amount that has been assigned to the related Mortgaged Properties based upon one or more of the related appraised values, the related underwritten net cash flow or prior allocations reflected in the related Mortgage Loan documents; provided that with respect to any Whole Loan secured by a portfolio of Mortgaged Properties, the Allocated Cut-off Date Loan Amount represents only the pro rata portion of the related Mortgage Loan principal balance amount relative to the related Whole Loan principal balance. Information presented in this prospectus with respect to the Mortgaged Properties expressed as a percentage of the Initial Pool Balance reflects the Allocated Cut-off Date Loan Amount allocated to such Mortgaged Property as of the Cut-off Date.

“Annual Debt Service” generally means, for any Mortgage Loan or Companion Loan, the current annualized debt service payable on such Mortgage Loan or Companion Loan as of November 2019 (but without regard to any leap year adjustments) (or, in the case of any Mortgage Loan or Companion Loan that has its first due date in December 2019, the anticipated annualized debt service payable on such Mortgage Loan or Companion Loan as of November 2019); provided that with respect to each Mortgage Loan with a partial interest-only period, the Annual Debt Service is calculated based on the debt service due under such Mortgage Loan or Companion Loan during the amortization period (but without regard to any leap year adjustments). In the case of any Whole Loan, Annual Debt Service is calculated with respect to the Mortgage Loan including any related Pari Passu Companion Loan (but without regard to any related Subordinate Companion Loan unless expressly stated otherwise).

“Appraised Value” means, for each of the Mortgaged Properties and any date of determination, the most current appraised value of such Mortgaged Property as determined by an appraisal of the Mortgaged Property and in accordance with Member of the Appraisal Institute (“MAI”) standards. With respect to each Mortgaged Property, the Appraised Value set forth on Annex A-1 to this prospectus is the “as-is” appraised value unless otherwise specified under “Description of the Mortgage Pool—Appraised Value” in this prospectus, and is in each case as determined by an appraisal made not more than four (4) months prior to the origination date of the related Mortgage Loan or Whole Loan as described under “Appraisal Date” on Annex A-1 to this prospectus. The appraisals for certain of the Mortgaged Properties may state a “prospective value upon stabilization” and “prospective market value at completion” as well as an “as-is” value for such Mortgaged Properties that assumes that certain events will occur with respect to the re-tenanting, construction, renovation or repairs or other repositioning of the Mortgaged Property or which in certain cases may reflect a portfolio premium valuation, and such “retrospective” or other similar values may, to the extent indicated, be reflected elsewhere in this prospectus, on Annex A-1 to this prospectus. For such Appraised Values and other values on a property-by-property basis, see Annex A-1 of this prospectus and the related footnotes. With respect to a Mortgage Loan secured by a portfolio of Mortgaged Properties, the Appraised Value represents the “as-is” value for the portfolio of Mortgaged Properties as a collective whole, which may be higher than the aggregate of the “as-is” appraised value of the individual Mortgaged Properties. In addition, for certain Mortgage Loans, the LTV Ratio at Maturity was calculated based on the “as stabilized” appraised value for the related Mortgaged Property. We cannot assure you that the value of any particular Mortgaged Property will not have declined from the Appraised Value shown on Annex A-1 to this prospectus.

We cannot assure you that the value of any particular Mortgaged Property will not have declined from the Appraised Value shown on Annex A-1 to this prospectus. No representation is made that any Appraised Value presented in this prospectus would approximate either the value that would be determined in a current appraisal of the Mortgaged Property or the amount that would be realized upon a sale of the Mortgaged Property.

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“Balloon Balance” means, with respect to any Mortgage Loan or Companion Loan, the principal balance scheduled to be due on such Mortgage Loan or Companion Loan at maturity assuming that all monthly debt service payments are timely received and there are no prepayments or defaults.

“Crossed Group” identifies each group of Mortgage Loans in the Mortgage Pool that are cross-collateralized and cross-defaulted with each other. There are no Crossed Groups in the Mortgage Pool.

“Cut-off Date Balance”, with respect to any Mortgage Loan or Companion Loan, means the unpaid principal balance of that Mortgage Loan or Companion Loan, as of the Cut-off Date after application of all payments due on or before that date, whether or not received.

“Cut-off Date LTV Ratio” or “Cut-off Date Loan-to-Value Ratio” generally means, with respect to any Mortgage Loan, the ratio, expressed as a percentage of (1) the Cut-off Date Balance of that Mortgage Loan set forth on Annex A-1 to this prospectus divided by (2) the Appraised Value (which in certain cases, may reflect a portfolio premium valuation) of the related Mortgaged Property or Mortgaged Properties set forth on Annex A-1 to this prospectus, except as set forth below:

● with respect to each Mortgage Loan that is part of a Whole Loan, the calculation of Cut-off Date LTV Ratio is based on the aggregate principal balance of such Mortgage Loan and the related Pari Passu Companion Loan(s), but not any related Subordinate Companion Loan(s) unless expressly stated otherwise.

● with respect to the Dorel Laredo Mortgage Loan (3.5%), the Cut-off Date LTV Ratio of 69.7% is calculated based on a Cut-off Date Balance net of a $2,000,000 earnout reserve. The Cut-off Date LTV Ratio without netting the earnout reserve is 74.6%.

● with respect to the Mortgaged Properties that secure the Mortgage Loans listed in the following table, the respective Cut-off Date LTV Ratio was calculated using the related values other than the “as-is” Appraised Values, each as set forth in the following table:

Mortgage Loan Name	% of Initial Pool Balance	Cut-off Date LTV Ratio (Other Than “As-Is”)	Appraised Value Other Than “As-Is”	Cut-off Date LTV Ratio (“As-Is”)	Appraised Value (“As-Is”)
Hilton Portfolio(1)	3.0%	61.8%	$110,000,000	65.4%	$104,000,000
American Metro Center(2)	1.5%	68.3%	$48,600,000	68.3%	$48,600,000
Windgate Crossing(3)	1.4%	62.2%	$20,100,000	65.8%	$19,000,000
Werner Apartments(4)	1.2%	60.7%	$16,650,000	60.8%	$16,630,000

(1) The Appraised Value Other Than “As-Is” is based on the “As-Is Portfolio” appraised value, reflecting a portfolio premium of 5.8%.

(2) The Appraised Value is based on the “Market Value of Master Lease with Hypothetical Conditions” value as of August 21, 2019, which assumes the hypothetical condition that a master lease of the Mortgaged Property is put in place pursuant to an arms-length transaction. The Mortgaged Property is subject to a master lease with a borrower affiliate that has an expiration date of October 31, 2118.

(3) The Appraised Value Other Than “As-Is” is based on the “Hypothetical Market Value As If Complete” appraised value as of August 14, 2019, which assumes that Black Rock Coffee, the eighth largest tenant at the Mortgaged Property (representing 4.7% of the net rentable area), is in occupancy and paying rent.

(4) The Appraised Value Other Than “As-Is” is based on the “As Stabilized” appraised value, which assumes that the Mortgaged Property has achieved a stabilized occupancy level of 95.0%.

“Debt Yield on Underwritten Net Cash Flow” or “Debt Yield on Underwritten NCF” means, with respect to any Mortgage Loan, the related Underwritten Net Cash Flow divided by the Cut-off Date Balance of that Mortgage Loan, except as set forth below:

● with respect to each Mortgage Loan that is part of a Whole Loan, the calculation of Debt Yield on Underwritten Net Cash Flow is based on the aggregate principal balance of such Mortgage Loan and the related Pari Passu Companion Loan(s), but not any related Subordinate Companion Loan(s) unless expressly stated otherwise.

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● With respect to the Dorel Laredo Mortgage Loan (3.5%), the Debt Yield on Underwritten NCF of 8.5% is calculated based on a Cut-off Date Balance net of a $2,000,000 earnout reserve. The Debt Yield on Underwritten NCF without netting the earnout reserve is 7.9%.

“Debt Yield on Underwritten Net Operating Income”, “UW NOI Debt Yield” or “Debt Yield on Underwritten NOI” means, with respect to any Mortgage Loan, the related Underwritten Net Operating Income divided by the Cut-off Date Balance of that Mortgage Loan, except as set forth below:

● with respect to each Mortgage Loan that is part of a Whole Loan, the calculation of Debt Yield on Underwritten Net Operating Income is based on the aggregate principal balance of such Mortgage Loan and the related Pari Passu Companion Loan(s), but not any related Subordinate Companion Loan(s) unless expressly stated otherwise.

● With respect to the Dorel Laredo Mortgage Loan (3.5%), the Debt Yield on Underwritten NOI of 8.8% is calculated based on a Cut-off Date Balance net of a $2,000,000 earnout reserve. The Debt Yield on Underwritten NOI without netting the earnout reserve is 8.3%.

“DSCR”, “Debt Service Coverage Ratio”, “Cut-off Date DSCR”, “UW NCF DSCR” or “Underwritten NCF DSCR” generally means, for any Mortgage Loan, the ratio of Underwritten Net Cash Flow produced by the related Mortgaged Property or Mortgaged Properties to the aggregate amount of the Annual Debt Service, except as set forth below:

● with respect to each Mortgage Loan that is part of a Whole Loan, the calculation of the DSCR is based on the aggregate Annual Debt Service that is due in connection with such Mortgage Loan and the related Pari Passu Companion Loan(s), but not any related Subordinate Companion Loan(s) unless expressly stated otherwise.

“Hard Lockbox” means that the borrower is required to direct the tenants to pay rents directly to a lockbox account controlled by the lender. Hospitality and multifamily properties are considered to have a hard lockbox if credit card receivables are required to be deposited directly into the lockbox account even though cash, checks or “over the counter” receipts are deposited by the manager of the related Mortgaged Property into the lockbox account controlled by the lender.

“In-Place Cash Management” means, for funds directed into a lockbox, such funds are generally not made immediately available to the related borrower, but instead are forwarded to a cash management account controlled by the lender and the funds are disbursed according to the related Mortgage Loan documents with any excess remitted to the related borrower (unless an event of default under the Mortgage Loan documents or one or more specified trigger events have occurred and are outstanding) generally on a daily basis.

“Largest Tenant” means, with respect to any Mortgaged Property, the tenant occupying the largest amount of net rentable square feet.

“Largest Tenant Lease Expiration” means the date at which the applicable Largest Tenant’s lease is scheduled to expire.

“Loan Per Unit” means the principal balance per unit of measure as of the Cut-off Date.

“LTV Ratio at Maturity”, “Maturity Date Loan-to-Value Ratio” or “Maturity Date LTV Ratio” with respect to any Mortgage Loan, the ratio, expressed as a percentage of (1) the Balloon Balance of such Mortgage Loan as adjusted to give effect to the amortization of the applicable Mortgage Loan as of its maturity date, assuming no prepayments or defaults, divided by (2) the Appraised Value (which, in certain cases may reflect a portfolio premium valuation) of the related Mortgaged Property or Mortgaged Properties shown on Annex A-1 to this prospectus, except as set forth below:

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● With respect to the Dorel Laredo Mortgage Loan (3.5%), the LTV Ratio at Maturity of 69.7% is calculated based on a Cut-off Date Balance net of a $2,000,000 earnout reserve. The LTV Ratio at Maturity without netting the earnout reserve is 74.6%.

● with respect to each Mortgage Loan that is part of a Whole Loan, the calculation of the LTV Ratio at Maturity is based on the aggregate Balloon Balance at maturity of such Mortgage Loan and the related Pari Passu Companion Loan(s), but not any related Subordinate Companion Loan(s) unless expressly stated otherwise.

● with respect to the Mortgaged Properties that secure the Mortgage Loans listed in the following table, the respective LTV Ratio at Maturity was calculated using values other than the “as-is” Appraised Values, each as set forth in the following table:

Mortgage Loan Name	% of Initial Pool Balance	Maturity Date LTV Ratio (Other Than “As-Is”)	Other than “As-Is” Appraised Value	Maturity Date LTV Ratio (“As-Is”)	Appraised Value “As-Is”
Hilton Portfolio(1)	3.0%	51.1%	$110,000,000	54.0%	$104,000,000
American Metro Center(2)	1.5%	68.3%	$48,600,000	68.3%	$48,600,000
Windgate Crossing(3)	1.4%	62.2%	$20,100,000	65.8%	$19,000,000
Werner Apartments(4)	1.2%	60.7%	$16,650,000	60.8%	$16,630,000

(1) The Appraised Value Other Than “As-Is” is based on the “As-Is Portfolio” appraised value, reflecting a portfolio premium of 5.8%.

(2) The Appraised Value is based on the “Market Value of Master Lease with Hypothetical Conditions” value as of August 21, 2019, which assumes the hypothetical condition that a master lease of the Mortgaged Property is put in place pursuant to an arms-length transaction. The Mortgaged Property is subject to a master lease with a borrower affiliate that has an expiration date of October 31, 2118.

(3) The Appraised Value Other Than “As-Is” is based on the “Hypothetical Market Value As If Complete” appraised value as of August 14, 2019, which assumes that Black Rock Coffee, the eighth largest tenant at the Mortgaged Property (representing 4.7% of the net rentable area), is in occupancy and paying rent.

(4) The Appraised Value Other Than “As-Is” is based on the “As Stabilized” appraised value, which assumes that the Mortgaged Property has achieved a stabilized occupancy level of 95.0%.

“Most Recent NOI” and “Trailing 12 NOI” (which is for the period ending as of the date specified on Annex A-1 to this prospectus) is the net operating income for a Mortgaged Property as established by information provided by the borrowers, except that in certain cases such net operating income has been adjusted by removing certain non-recurring expenses and revenue or by certain other normalizations. Most Recent NOI and Trailing 12 NOI do not necessarily reflect accrual of certain costs such as taxes and capital expenditures and do not reflect non-cash items such as depreciation or amortization. In some cases, capital expenditures may have been treated by a borrower as an expense or expenses treated as capital expenditures. Most Recent NOI and Trailing 12 NOI were not necessarily determined in accordance with generally accepted accounting principles. Moreover, Most Recent NOI and Trailing 12 NOI are not a substitute for net income determined in accordance with generally accepted accounting principles as a measure of the results of a property’s operations or a substitute for cash flows from operating activities determined in accordance with generally accepted accounting principles as a measure of liquidity and in certain cases may reflect partial year annualizations.

“Occupancy” means, unless the context clearly indicates otherwise, (i) in the case of multifamily, rental and mixed use (to the extent the related Mortgaged Property includes multifamily space) properties, the percentage of rental Units, rooms, beds or pads, as applicable, that are rented as of the Occupancy Date; (ii) in the case of office, retail, industrial and mixed use (to the extent the related Mortgaged Property includes retail or office space) properties, the percentage of the net rentable square footage rented as of the Occupancy Date (subject to, in the case of certain Mortgage Loans, one or more of the additional leasing assumptions); and (iii) in the case of hospitality properties, the percentage of available Rooms occupied for the trailing 12-month period ending on Occupancy Date. In some cases, occupancy was calculated based on assumptions regarding occupancy, such as the assumption that a certain tenant at the Mortgaged Property that has executed a lease, but has not yet taken occupancy and/or has not yet commenced paying rent, will take occupancy on a future date generally expected to occur within twelve months of the Cut-off

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Date; assumptions regarding the renewal of particular leases and/or the re-leasing of certain space at the related Mortgaged Property; in some cases, assumptions regarding leases under negotiation being executed; in some cases, assumptions regarding tenants taking additional space in the future if currently committed to do so or, in some cases, the exclusion of dark tenants, tenants with material aged receivables, tenants that may have already given notice to vacate their space, bankrupt tenants that have not yet affirmed their lease and certain additional leasing assumptions. See footnotes to Annex A-1 to this prospectus for additional occupancy assumptions. We cannot assure you that the assumptions made with respect to any Mortgaged Property will, in fact, be consistent with that Mortgaged Property’s actual occupancy. See “—Tenant Issues” below.

“Occupancy Date” means the date of determination of the Occupancy of a Mortgaged Property.

“Original Balance” means the principal balance of the Mortgage Loan or Companion Loan as of the date of origination.

“Prepayment Penalty Description” or “Prepayment Provision” means the number of payments from the first due date through and including the maturity date for which a Mortgage Loan is, as applicable, (i) locked out from prepayment, (ii) provides for payment of a prepayment premium or yield maintenance charge in connection with a prepayment, (iii) permits defeasance and/or (iv) permits prepayment without a payment of a prepayment premium or a yield maintenance charge.

“Related Group” identifies each group of Mortgage Loans in the Mortgage Pool with borrower sponsors affiliated with other borrower sponsors in the Mortgage Pool. Each Related Group is identified by a separate number on Annex A-1 to this prospectus.

“RevPAR” means, with respect to any hospitality property, revenues per available room.

“Soft Lockbox” means that the related borrower is required to deposit or cause the property manager to deposit all rents collected into a lockbox account. Hospitality and multifamily properties are considered to have a soft lockbox if credit card receivables, cash, checks or “over the counter” receipts are deposited into the lockbox account by the borrower or property manager.

“Soft Springing Hard Lockbox” means that the related borrower is required to deposit, or cause the property manager to deposit, all rents collected into a lockbox account until the occurrence of an event of default or one or more specified trigger events under the loan documents, at which time the lockbox account converts to a Hard Lockbox.

“Square Feet”, “SF” or “Sq. Ft.” means, in the case of a Mortgaged Property operated as a retail center, office, industrial/warehouse facility, combination retail/office or other single purpose property, the square footage of the net rentable or leasable area.

“Springing Cash Management” means, until the occurrence of an event of default or one or more specified trigger events under the Mortgage Loan documents, revenue from the lockbox is forwarded to an account controlled by the related borrower or is otherwise made available to the related borrower. Upon the occurrence of an event of default or such a trigger event, the Mortgage Loan documents require the related revenue to be forwarded to a cash management account controlled by the lender and the funds are disbursed according to the related loan documents.

“Springing Lockbox” means a lockbox that is not currently in place, but the related loan documents require the imposition of a lockbox account upon the occurrence of an event of default or one or more specified trigger events under the loan documents. In certain cases, the account agreement establishing the lockbox account is required to be delivered upon the occurrence of such trigger event(s), rather than at origination.

“Underwritten Expenses” with respect to any Mortgage Loan or Mortgaged Property, means an estimate of operating expenses, as determined by the related originator and generally derived from historical expenses at the Mortgaged Property, the borrower’s budget or appraiser’s estimate, in some

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cases adjusted for significant occupancy increases and a market-rate management fee. We cannot assure you that the assumptions made with respect to any Mortgaged Property will, in fact, be consistent with that Mortgaged Property’s actual performance.

The “Underwritten Net Cash Flow”, “Net Cash Flow” or “Underwritten NCF” with respect to any Mortgage Loan or Mortgaged Property, means cash flow available for debt service, generally equal to the Underwritten NOI decreased by an amount that the applicable mortgage loan seller has determined for tenant improvement and leasing commissions and / or replacement reserves for capital items. Underwritten NCF does not reflect debt service or non-cash items such as depreciation or amortization.

The Underwritten Net Cash Flow for each Mortgaged Property is calculated based on the basis of numerous assumptions and subjective judgments (including, but not limited to, with respect to future occupancy and rental rates), which, if ultimately proved erroneous, could cause the actual net cash flow for the Mortgaged Property to differ materially from the Underwritten Net Cash Flow set forth in this prospectus. In some cases, historical net cash flow for a particular Mortgaged Property, and/or the net cash flow assumed by the applicable appraiser in determining the Appraised Value of the Mortgaged Property, may be less (and, perhaps, materially less) than the Underwritten Net Cash Flow shown in this prospectus for such Mortgaged Property.

“Underwritten Net Operating Income” or “Underwritten NOI” with respect to any Mortgage Loan or Mortgaged Property, means Underwritten Revenues less Underwritten Expenses, as both are determined by the applicable mortgage loan seller, based in part upon borrower supplied information (including but not limited to a rent roll, leases, operating statements and budget) for a recent period which is generally the 12 months prior to the origination date or acquisition date of the Mortgage Loan (or Whole Loan, if applicable), adjusted for specific property, tenant and market considerations. Historical operating statements may not be available for newly constructed Mortgaged Properties, Mortgaged Properties with triple net leases, Mortgaged Properties that have recently undergone substantial renovations and/or newly acquired Mortgaged Properties.

The Underwritten NOI for each Mortgaged Property is calculated based on the basis of numerous assumptions and subjective judgments (including, but not limited to, with respect to future occupancy and rental rates), which, if ultimately proved erroneous, could cause the actual net operating income for the Mortgaged Property to differ materially from the Underwritten NOI set forth in this prospectus. In some cases, historical net operating income for a particular Mortgaged Property, and/or the net operating income assumed by the applicable appraiser in determining the Appraised Value of the Mortgaged Property, may be less (and, perhaps, materially less) than the Underwritten NOI shown in this prospectus for such Mortgaged Property.

“Underwritten Revenues” or “Underwritten EGI” with respect to any Mortgage Loan or Mortgaged Property, means an estimate of operating revenues, as determined by the applicable mortgage loan seller and generally derived from the rental revenue based on leases in place, leases that have been executed but the tenant is not yet paying rent, leases that are being negotiated and expected to be signed, additional space that a tenant has committed to take and in certain cases contractual rent steps generally within 14 months past the Cut-off Date (or with respect to (i) the Westpark Industrial Mortgage Loan (0.6%), contractual rent steps within 23 months past the Cut-off Date and (ii) the North Loop Commons Mortgage Loan (0.5%), contractual rent steps within 31 months past the Cut-off Date), in certain cases an appraiser’s estimates of rental income, and in some cases adjusted downward to market rates, with vacancy rates equal to the Mortgaged Property’s historical rate, current rate, market rate or an assumed vacancy as determined by the related mortgage loan seller; plus any additional recurring revenue fees. Additionally, in determining rental revenue for multifamily rental and self-storage properties, the applicable mortgage loan seller either reviewed rental revenue shown on the certified rolling 12-month operating statements or annualized the rental revenue and reimbursement of expenses shown on rent rolls or recent partial year operating statements with respect to the prior one- to 12-month periods or in some cases may have relied on information provided in the appraisal for market rental rates and vacancy. In some cases the applicable mortgage loan seller included revenue otherwise payable by a tenant but for the existence of an initial “free rent” period or a permitted rent abatement while the leased space is built out. See “—Tenant Issues” below.

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“Units” or “Rooms” means (a) in the case of a Mortgaged Property operated as multifamily housing, the number of apartments, regardless of the size of or number of rooms in such apartment or (b) in the case of a Mortgaged Property operated as a hospitality property, the number of guest rooms.

“Weighted Average Mortgage Loan Rate” means the weighted average of the Mortgage Rates as of the Cut-off Date.

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Mortgage Pool Characteristics

Overview

Cut-off Date Mortgage Loan Characteristics

	All Mortgage Loans
Initial Pool Balance(1)	$864,235,961
Number of Mortgage Loans	49
Number of Mortgaged Properties	84
Range of Cut-off Date Balances	$2,200,000 to $50,000,000
Average Cut-off Date Balance	$17,637,469
Range of Mortgage Rates(2)	3.3400% to 4.6000%
Weighted Average Mortgage Rate(2)	3.82418%
Range of original terms to maturity	84 to 121 months
Weighted average original term to maturity	119 months
Range of remaining terms to maturity	83 to 120 months
Weighted average remaining term to maturity	117 months
Range of original amortization terms(3)	300 to 360 months
Weighted average original amortization term(3)	355 months
Range of remaining amortization terms(3)	299 to 360 months
Weighted average remaining amortization term(3)	354 months
Range of Cut-off Date LTV Ratios(2)(4)	44.3% to 74.3%
Weighted average Cut-Off Date LTV Ratio(2)(4)	61.7%
Range of Maturity Date LTV Ratios(2)(5)	35.0% to 69.9%
Weighted average Maturity Date LTV Ratio(2)(5)	58.9%
Range of UW NCF DSCR(2)	1.34x to 4.58x
Weighted average UW NCF DSCR(2)	2.29x
Range of UW NOI Debt Yield(2)(6)	6.0% to 21.8%
Weighted average UW NOI Debt Yield(2)(6)	10.3%
Percentage of Initial Pool Balance consisting of:
Interest-Only Balloon	73.7%
Partial Interest-Only Balloon	12.9%
Full-Term Amortizing Balloon(4)	13.5%

(1) Subject to a permitted variance of plus or minus 5%.

(2) With respect to each Mortgage Loan that is part of a Whole Loan, the related Pari Passu Companion Loan (but not any related Subordinate Companion Loan) are included for the purposes of calculating the Mortgage Rate, Cut-off Date LTV Ratio, Maturity Date LTV Ratio, UW NCF DSCR and UW NOI Debt Yield unless otherwise expressly stated. Other than as specifically noted, the Mortgage Rate, Cut-off Date LTV Ratio, Maturity Date LTV Ratio, UW NCF DSCR and UW NOI Debt Yield information for each Mortgage Loan is presented in this prospectus without regard to any other indebtedness (whether or not secured by the related Mortgaged Property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future, in order to present statistics for the related Mortgage Loan without combination with the other indebtedness.

(3) Does not include Mortgage Loans that pay interest-only until their maturity dates.

(4) Unless otherwise indicated, the Cut-off Date LTV Ratio is calculated utilizing the “as-is” Appraised Value. With respect to five (5) Mortgage Loans (10.7%) the Cut-off Date LTV Ratio was calculated based upon a valuation other than an “as-is” value of each related Mortgaged Property or the Cut-off Date Principal Balance of a Mortgage Loan less a reserve taken at origination. The weighted average Cut-off Date LTV Ratio for the Mortgage Pool without making any adjustments is 62.0%.

(5) Unless otherwise indicated, the Maturity Date LTV Ratio is calculated utilizing the “as-is” Appraised Value. With respect to five (5) Mortgage Loans (10.7%) the respective Maturity Date LTV Ratios were calculated based upon a valuation other than an “as-is” Appraised Value of each related Mortgaged Property or the Cut-off Date Principal Balance of a Mortgage Loan less a reserve taken at origination. The weighted average Maturity Date LTV Ratio for the Mortgage Pool without making such adjustments is 59.3%.

(6) Unless otherwise indicated, the Debt Yield on Underwritten NOI for each Mortgage Loan is the related Mortgaged Property’s Underwritten NOI divided by the Cut-off Date Balance of such Mortgage Loan. With respect to one (1) Mortgage Loan (3.5%), the Debt Yield on Underwritten NOI was calculated using the Cut-off Date Balance of the Mortgage Loan less the $2,000,000 earnout reserve taken at origination. The weighted average Debt Yield on Underwritten NOI for the Mortgage Pool without making this adjustment is 10.3%.

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The issuing entity will include nine (9) Mortgage Loans (27.9%), that represent the obligations of multiple borrowers that are liable on a joint and several basis for the repayment of the entire indebtedness evidenced by the related Mortgage Loan and/or represent separate obligations of each borrower that are cross-collateralized and cross-defaulted with each other.

See also “—Certain Calculations and Definitions” above for important general and specific information regarding the manner of calculation of the underwritten debt service coverage ratios and loan-to-value ratios. See also “—Certain Terms of the Mortgage Loans” below for important information relating to certain payment and other terms of the Mortgage Loans.

Property Types

The table below shows the property type concentrations of the Mortgaged Properties:

Property Type Distribution⁽¹⁾

Property Types	Number of Mortgaged Properties	Aggregate Cut-off Date Balance(1)	Approx. % of Initial Pool Balance
Retail	24	$214,751,222	24.8	%
Anchored	16	153,261,926	17.7
Unanchored	4	27,912,931	3.2
Specialty Retail	1	25,000,000	2.9
Shadow Anchored	3	8,576,365	1.0
Multifamily	10	$165,075,351	19.1	%
Garden	4	106,300,000	12.3
Mid-Rise	6	58,775,351	6.8
Mixed Use	12	$132,024,204	15.3	%
Office/R&D/Laboratory	1	36,480,000	4.2
Multifamily/Office/Retail	1	35,000,000	4.0
Multifamily/Retail	7	23,809,649	2.8
Retail/Office/Parking	1	21,609,555	2.5
Multifamily/Office	1	10,675,000	1.2
Medical/Retail	1	4,450,000	0.5
Office	10	$129,639,988	15.0	%
General Suburban	10	129,639,988	15.0
Hospitality	14	$119,713,585	13.9	%
Extended Stay	5	58,545,395	6.8
Limited Service	8	39,168,190	4.5
Full Service	1	22,000,000	2.5
Industrial	6	$45,431,611	5.3	%
Warehouse/Distribution	4	40,153,193	4.6
Flex	2	5,278,418	0.6
Self Storage	6	$34,200,000	4.0	%
Self Storage	6	34,200,000	4.0
Leased Fee	2	$23,400,000	2.7	%
Leased Fee Office	1	13,200,000	1.5
Leased Fee Retail	1	10,200,000	1.2
Total	84	$864,235,961	100.0	%

(1) Because this table presents information relating to Mortgaged Properties and not Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on Allocated Cut-off Date Loan Amounts as set forth on Annex A-1.

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Office Properties

With respect to the office properties and mixed use properties with office components set forth in the above chart, see “Risk Factors—Risks Relating to the Mortgage Loans—Office Properties Have Special Risks”, “Risk Factors—Risks Relating to the Mortgage Loans—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” and “—Specialty Use Concentrations” below.

Retail Properties

With respect to the retail properties and mixed use properties with retail components set forth in the above chart:

● With respect to the Grand Canal Shoppes Mortgaged Property (2.9%), an affiliate of the borrowers currently owns the Fashion Show Mall located across the street from the Mortgaged Property, which competes with the Mortgaged Property. Neither of the borrowers nor any of their affiliates has any duty to favor the leasing of space in the Mortgaged Property over the leasing of space in other properties. In addition, the Mortgaged Property is located in a complex that includes the Venetian Hotel and Casino and the Palazzo Resort and Casino. A loss of a gaming license by such resorts, or a decline in visitors to such resorts, could have a material adverse effect on the Grand Canal Shoppes Mortgaged Property.

See “Risk Factors—Risks Relating to the Mortgage Loans—Retail Properties Have Special Risks”, “Risk Factors—Risks Relating to the Mortgage Loans—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” and “—Specialty Use Concentrations” below.

Industrial Properties

With respect to the industrial properties set forth in the above chart, see “Risk Factors—Risks Relating to the Mortgage Loans—Industrial Properties Have Special Risks”.

Multifamily Properties

With respect to the multifamily properties and mixed use properties with multifamily components set forth in the above chart:

● With respect to the Bushwick Avenue Portfolio Mortgaged Properties (4.0%), affiliates of the borrower sponsor currently own properties within a 5-mile radius that compete with the Mortgaged Properties.

● With respect to the Bushwick Avenue Portfolio—340 Evergreen Avenue (2.1%) and Bushwick Avenue Portfolio—889 Bushwick Avenue (0.7%) Mortgaged Properties, the Mortgaged Properties are expected to be subject to use restrictions in connection with tax abatements. The restrictions are expected to require that at least 60 of the units at the 340 Evergreen Avenue Mortgaged Property and at least 6 of the units at the 889 Bushwick Avenue Mortgaged Property be reserved for tenants earning no less than 100% of the area median but no more than 110% of the area median income, subject to certain rental restrictions. See “Description of the Mortgage Pool—Real Estate and Other Tax Considerations”.

● With respect to the Bergen Grand Mortgaged Property (2.2%), the Mortgaged Property is subject to a PILOT agreement in favor of the City of Jersey City. The PILOT agreement is scheduled to terminate on March 1, 2024. The Mortgaged Property was built in 2019.

● With respect to the Werner Apartments Mortgaged Property (1.2%), 24 of the 59 units and 6 of the 17 parking spaces at the Mortgaged Property are operated pursuant to a master lease with Zeus Living, Inc. (“Zeus Living”), a corporate housing company that provides furnished apartment units to tenants for stays of 30 days or longer, which commenced in July 2019. Pursuant to the terms of the master lease, Zeus Living benefits from free or abated rent on its leased units through November

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2019. At origination, the lender reserved $108,000 in a gap rent reserve in connection with such rent concessions. In addition, beginning in July 2021, Zeus Living will have the right to terminate the master lease at any time upon 3 months’ prior written notice, upon which Zeus Living will be required to surrender 6 units per month until all 24 of its leased units are surrendered, with each 6 units surrendered coinciding with a 25% decrease to its then-effective base rent. Additionally, and notwithstanding the foregoing, beginning in July 2024, the master lease will operate on a month-to-month basis and may be terminated by Zeus Living at any time upon 30 days’ prior written notice.

See “Risk Factors—Risks Relating to the Mortgage Loans—Multifamily Properties Have Special Risks”.

Hospitality Properties

With respect to the hospitality properties and mixed use properties with hotel components set forth in the above chart:

● The following table shows the breakdown of each Mortgaged Property associated with a hotel brand through a license, franchise agreement, operating agreement or management agreement. If terminated, securing a new franchise license may require significant capital investment for renovations and upgrades necessary to satisfy a franchisor’s requirements.

Mortgaged Property Name	Allocated Mortgage Loan Cut-off Date Balance	Percentage (%) of the Initial Pool Balance by Allocated Loan Amount	Expiration of Related License, Franchise Agreement, Operating Agreement or Management Agreement	Maturity Date of the related Mortgage Loan
Hilton Portfolio--Hampton Inn Bartonsville	$4,932,353	0.6%	7/31/2035	9/6/2029
Hilton Portfolio--Homewood Suites Leesburg	$4,435,294	0.5%	1/31/2028	9/6/2029
Hilton Portfolio--Hampton Inn Leesburg	$4,244,118	0.5%	5/18/2022	9/6/2029
Hilton Portfolio--Hampton Inn Faxon	$3,670,588	0.4%	5/1/2033	9/6/2029
Hilton Portfolio--Homewood Suites Ocala	$3,479,412	0.4%	4/20/2028	9/6/2029
Hilton Portfolio--Hampton Inn Williamsport	$2,752,941	0.3%	9/30/2032	9/6/2029
Hilton Portfolio--Hampton Inn Bermuda Run	$2,485,294	0.3%	8/31/2030	9/6/2029
Tulsa Hotel Portfolio—Hampton Inn and Suites Tulsa	$10,850,000	1.3%	6/30/2029	11/6/2029
Tulsa Hotel Portfolio—Home2 Suites by Hilton Tulsa	$10,150,000	1.2%	11/30/2035	11/6/2029
Hyatt House RDU Raleigh	$14,980,689	1.7%	12/22/2037	10/6/2029
Holiday Inn Express Portfolio (Birch Run and Brighton, MI) – Holiday Inn Express Brighton	$3,843,576	0.4%	4/28/2037	10/6/2029
Holiday Inn Express Portfolio (Birch Run and Brighton, MI) – Holiday Inn Express Birch Run	$6,389,320	0.7%	5/23/2027	10/6/2029

In each case described above, we cannot assure you the related franchise or management agreement will be renewed or will not be terminated.

● With respect to the Celebration Suites Mortgaged Property (3.0%) and the Hotel Clermont Mortgaged Property (2.5%), each related Mortgaged Property is unflagged.

● With respect to the Hotel Clermont Mortgaged Property (2.5%), the related appraisal provides that the borrower qualifies for federal historic rehabilitation tax credits. In connection with such tax credits, the Mortgaged Property is subject to a master lease between the borrower, as landlord, and a borrower-affiliate, as tenant.

● In certain cases, Mortgage Loans secured by hospitality properties may derive a significant percentage of their underwritten revenue from food and beverage sales or membership sales. For example, with respect to the Hotel Clermont Mortgage Loan (2.5%), approximately 50.6% of the underwritten revenue is attributed to food and beverage sales.

● With respect to the Hilton Portfolio—Hampton Inn Leesburg Mortgaged Property (0.5%), the Mortgaged Property is expected to undergo a PIP in 2022. The terms of such PIP are still being

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negotiated between the franchisee and the related franchisor. The Mortgage Loan is structured with an ongoing PIP reserve. During each month of months 1-33 of the loan term, the borrower is required to deposit $77,800 in a PIP reserve, with a cap of $2,500,000. In lieu of a PIP reserve, the borrower provided a letter of credit in the amount of $1,000,000 on the origination date, and will be required to provide $1,000,000, in the form of a letter of credit or cash, by month 13 and $500,000, in the form of a letter of credit or cash, by month 25. If the borrower fails to provide such subsequent letters of credit on the respective dates, the borrower will be required to immediately commence making monthly deposits into the PIP reserve as initially required.

● With respect to the Hilton Portfolio—Hampton Inn Faxon Mortgaged Property (0.4%), a portion of the parking lot at the Mortgaged Property is subject to an environmental covenant. The environmental covenant generally requires, among other things, that the borrower (1) maintain the asphalt cover over the parking lot, (2) maintain a worker health and safety plan for any excavation activity that occurs over the parking lot, (3) properly manage any waste that is removed from the parking lot and (4) conduct a vapor intrusion test for any future structures that are built within 100 feet of the parking lot.

● With respect to the Holiday Inn Express (Birch Run and Brighton, MI)—Holiday Inn Express Brighton Mortgaged Property (0.4%), the Mortgaged Property has a 44.9% average nightly occupancy rate.

Renovations, replacements and other work is ongoing at certain of the hospitality properties in connection with, among other things, franchise agreement and franchisor program requirements. See “—Redevelopment, Renovation and Expansion” below.

Certain of the hospitality Mortgaged Properties may have a parking garage or include restaurants (either as part of the hotel or as tenants). These Mortgaged Properties and the related leased space may not be readily convertible (or convertible at all) to alternative uses if those properties were to become unprofitable, or the leased spaces were to become vacant, for any reason. See “—Specialty Use Concentrations” below and “Risk Factors—Risks Relating to the Mortgage Loans—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses” in this prospectus.

See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Affiliation with a Franchise or Hotel Management Company” and “—Hospitality Properties Have Special Risks”.

Mixed Use Properties

With respect to the mixed-use properties set forth in the above chart, the mixed use Mortgaged Properties have one or more office, retail and/or multifamily components, see “Risk Factors—Risks Relating to the Mortgage Loans—Office Properties Have Special Risks”, “—Retail Properties Have Special Risks”, “—Hospitality Properties Have Special Risks” and “—Multifamily Properties Have Special Risks”, as applicable.

Certain of the mixed use Mortgaged Properties may have specialty uses. See “—Specialty Use Concentrations” below and “Risk Factors—Risks Relating to the Mortgage Loans—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”.

Self-Storage Properties

With respect to the self-storage properties set forth in the above chart:

● Certain of the self-storage Mortgaged Properties also derive a portion of the Underwritten Revenue from one or more of (a) rent derived from retail operations and/or (b) the leasing of certain parking spaces located at the related Mortgaged Properties for purposes of recreational vehicle, other vehicle and/or boat storage.

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● With respect to the AAA Self Storage Eastchester Mortgaged Property (0.4%), affiliates of the borrower sponsor currently owns a property within a 5-mile radius that competes with the Mortgaged Property.

See “Risk Factors—Risks Relating to the Mortgage Loans—Self-Storage Properties Have Special Risks”.

Specialty Use Concentrations

Certain Mortgaged Properties have one of the 5 largest tenants that operates its space as a specialty use that may not allow the space to be readily converted to be suitable for another type of tenant, as set forth in the following table.

Specialty Use	Number of Mortgaged Properties	Approx. % of Initial Pool Balance
Restaurant	16	17.5%
Grocery	12	12.6%
Medical, Dental, Physical Therapy or Veterinary Offices or Clinics, Outpatient Facilities, Research or Diagnostic Laboratories or Health Management Services and/or Health Professional Schools	7	12.1%
Gym, Fitness Center or Health Club	7	11.6%
Hair and/or Nail Salon, Spa	8	10.4%
Bank	5	3.1%
Entertainment Center	1	2.9%
Theater	1	2.9%
School or Education Facility	3	2.4%

The SoCal Retail Portfolio—Island Plaza (0.4%), One and Olney Shopping Center (5.8%), South Shores Shopping Center (0.7%), SoCal Retail Portfolio—Five Points Plaza (0.2%) Mortgaged Properties each have a dry cleaner tenant with on-site processing operations.

The SoCal Retail Portfolio—Food 4 Less – Target Center Mortgaged Property (0.6%) includes one or more tenants that operate all or a portion of its space as an on-site gas station and/or an automobile repair and servicing facility.

See “Risk Factors—Risks Relating to the Mortgage Loans—Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses”.

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Mortgage Loan Concentrations

Top 10 Mortgage Loans

The following table shows certain information regarding the 10 largest Mortgage Loans by Cut-off Date Balance:

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	Approx. % of Initial Pool Balance		Cut-off Date Balance per SF/Room/Unit (1)	UW NCF DSCR(1)		Cut-off Date LTV Ratio(1)		Property Type
SoCal Retail Portfolio	$50,000,000	5.8	%	$145.00	2.28	x	52.0	%	Various
One and Olney Shopping Center	50,000,000	5.8		$143.30	2.71	x	65.8	%	Retail
1950-2000 Alameda de las Pulgas	49,850,000	5.8		$325.10	2.33	x	67.4	%	Office
Mediterranean Apartments	37,500,000	4.3		$146,484.38	2.18	x	49.2	%	Multifamily
New Jersey Center of Excellence	36,480,000	4.2		$116.09	3.24	x	59.6	%	Mixed Use
Millennium Park Plaza	35,000,000	4.0		$374.94	2.01	x	65.8	%	Mixed Use
19100 Ridgewood	35,000,000	4.0		$226.53	2.42	x	69.8	%	Office
Bushwick Avenue Portfolio	35,000,000	4.0		$374.42	1.81	x	65.0	%	Various
Dorel Laredo	30,500,000	3.5		$71,933.96	2.12	x	69.7	%	Multifamily
Quebec Square at Stapleton	28,000,000	3.2		$134.87	2.09	x	60.2	%	Retail
Top 5 Total/Weighted Average	$223,830,000	25.9	%		2.53	x	59.3	%
Top 10 Total/Weighted Average	$387,330,000	44.8	%		2.34	x	62.2	%

(1) In the case of each Mortgage Loan that is one part of a Whole Loan, the calculation of the Cut-off Date Balance Per SF/Room/Unit, UW NCF DSCR and Cut-off Date LTV Ratio for each such Mortgage Loan is calculated based on the principal balance, debt service payment and Underwritten Net Cash Flow for the Mortgage Loan included in the issuing entity and any related Pari Passu Companion Loan(s) in the aggregate, but excludes the principal balance and debt service payment of any related Subordinate Companion Loan.

See “—Assessments of Property Value and Condition” for additional information.

For more information regarding the ten largest Mortgage Loans and related Mortgaged Properties, see the individual Mortgage Loan and portfolio descriptions under “Description of the Top 15 Mortgage Loans” on Annex A-3. Other than with respect to the top 10 Mortgage Loans identified in the table above, each of the other Mortgage Loans represents no more than 3.0% of the Initial Pool Balance.

See “Risk Factors—Risks Relating to the Mortgage Loans—Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses”.

Multi-Property Mortgage Loans and Related Borrower Mortgage Loans

The pool of Mortgage Loans will include eight (8) Mortgage Loans (24.1%), set forth in the following table, which are each secured by two or more properties:

Multi-Property Mortgage Loans

Mortgage Loan/Property Portfolio Names	Cut-off Date Balance	Approx. % of Initial Pool Balance
SoCal Retail Portfolio	$50,000,000	5.8	%
Bushwick Avenue Portfolio	35,000,000	4.0
Hilton Portfolio	26,000,000	3.0
Washington Avenue Portfolio	26,000,000	3.0
East Village Multifamily Portfolio	25,000,000	2.9
Tulsa Hotel Portfolio	21,000,000	2.4
USAA Office Portfolio	15,000,000	1.7
Holiday Inn Express Portfolio (Birch Run and Brighton, MI)	10,232,896	1.2
Total	$208,232,896	24.1	%

In some cases, an individual Mortgaged Property may be comprised of two or more parcels that may not be contiguous or may be owned by separate borrowers. For example, with respect to the Grand Canal Shoppes Mortgaged Property (2.9%), the related Mortgaged Property is comprised of multiple separate parcels, which are noncontiguous and are owned by two separate borrowers.

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Four (4) groups of Mortgage Loans (13.5%) are not cross-collateralized but have borrower sponsors related to each other, but no group of Mortgage Loans having borrower sponsors that are related to each other represents more than approximately 6.6% of the Initial Pool Balance. The following table shows each group of Mortgage Loans having borrowers that are related to each other:

Related Borrower Loans

Mortgage Loan	Aggregate Cut-off Date Balance	Approx. % of Initial Pool Balance
Group 1:
Mediterranean Apartments	$37,500,000	4.3	%
Sunrise Apartments	19,800,000	2.3
Total for Group 1:	$57,300,000	6.6	%
Group 2:
East Village Multifamily Portfolio	$25,000,000	2.9	%
Lakeview Apartments	18,500,000	2.1
Total for Group 2:	$43,500,000	5.0	%
Group 3:
StorWise Self Storage Yuma	$5,800,000	0.7	%
StorWise Self Storage Carson City	2,200,000	0.3
Total for Group 3:	$8,000,000	0.9	%
Group 4:
AAA Self Storage Greensboro	$4,100,000	0.5	%
AAA Self Storage Eastchester	3,600,000	0.4
Total for Group 4:	$7,700,000	0.9	%

Mortgage Loans with related borrowers are identified under “Related Group” on Annex A-1. See “Risk Factors—Risks Relating to the Mortgage Loans—Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses” in addition to Annex A-1 and the related footnotes.

Geographic Concentrations

The following table shows the states that have concentrations of Mortgaged Properties that secure approximately 5.0% or more of the Initial Pool Balance:

Geographic Distribution⁽¹⁾

State	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	% of Initial Pool Balance
California	20	$195,337,361	22.6	%
New Jersey	7	$117,930,000	13.6	%
Texas	9	$107,448,108	12.4	%
New York	13	$74,600,000	8.6	%
Pennsylvania	5	$67,389,091	7.8	%
Arizona	5	$43,070,574	5.0	%

(1) Because this table presents information relating to Mortgaged Properties and not the Mortgage Loans, the information for any Mortgaged Property that is one of multiple Mortgaged Properties securing a particular Mortgage Loan is based on an Allocated Cut-off Date Loan Amount as stated on Annex A-1.

The remaining Mortgaged Properties are located throughout thirteen (13) other states, with no more than approximately 4.3% of the Initial Pool Balance by Allocated Cut-off Date Loan Amount secured by Mortgaged Properties located in any such jurisdiction.

Repayments by borrowers and the market value of the related Mortgaged Properties could be affected by economic conditions generally or specific to particular geographic areas or regions of the United States, and concentrations of Mortgaged Properties in particular geographic areas may increase the risk that

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conditions in the real estate market where the Mortgaged Property is located, or other adverse economic or other developments or natural disasters (e.g., earthquakes, floods, forest fires, tornadoes or hurricanes, terrorist attacks or changes in governmental rules or fiscal policies) affecting a particular region of the country, could increase the frequency and severity of losses on Mortgage Loans secured by those Mortgaged Properties. For example:

● Mortgaged Properties located in Texas, California and Arizona are more susceptible to certain hazards (such as earthquakes and/or wildfires) than properties in other parts of the country.

● Mortgaged Properties located in coastal states, which include Mortgaged Properties located in, for example, New York, Texas, California and Florida, among others, also may be more generally susceptible to floods or hurricanes than properties in other parts of the country. Hurricanes in the Northeast and Mid-Atlantic States and in the Gulf Coast region have resulted in severe property damage as a result of the winds and the associated flooding. The Mortgage Loans do not require flood insurance on the related Mortgaged Properties unless they are in a flood zone and flood insurance is available. We cannot assure you that any hurricane damage would be covered by insurance.

● Mortgaged Properties located in an area covering the states that stretch from Texas to Canada, with its core centered in northern Texas, as well as in the southern United States, are prone to tornados.

● In addition, certain of the Mortgaged Properties are located in cities or states that are currently facing or may face a depressed real estate market, which is not due to any natural disaster but which may cause an overall decline in property values.

● Twenty-two (22) Mortgaged Properties (24.0% by Allocated Cut-off Date Loan Amount), are located in areas that are considered a high earthquake risk (seismic zones 3 or 4), and seismic reports were prepared with respect to these Mortgaged Properties. Based on those reports, no Mortgaged Property has a seismic expected loss greater than 17%.

Mortgaged Properties With Limited Prior Operating History

Fifteen (15) Mortgaged Properties (25.2% by Allocated Cut-off Date Loan Amount) have a limited operating history (i.e., less than 12 most recent months of recent historical financials), as follows:

● Each of the 1950-2000 Alameda de las Pulgas (5.8%) and New Jersey Center of Excellence (4.2%) Mortgaged Properties were acquired by the related borrower or an affiliate of the borrower within 12 calendar months prior to the Cut-off Date, and such borrower or affiliate was unable to provide the related mortgage loan seller with historical financial information (or provided limited financial information) for such acquired Mortgaged Property.

● Each of the Bushwick Avenue Portfolio—340 Evergreen Avenue (2.1%), Hotel Clermont (2.5%), Bergen Grand (2.2%), USAA Office Portfolio (1.7%), Werner Apartments (1.2%), Bushwick Avenue Portfolio—889 Bushwick Avenue (0.7%), 1941 Old Cuthbert Road (0.6%) and AAA Self Storage Eastchester (0.4%) Mortgaged Properties was constructed, in a lease-up period or was the subject of a major renovation that was completed within 12 calendar months prior to the Cut-off Date, and, therefore, the related Mortgaged Property has no prior operating history or the related mortgage loan seller did not take the operating history into account in the underwriting of the related Mortgage Loan.

● Each of the Bushwick Avenue Portfolio—871 Bushwick Avenue (1.2%) and 709 Science Drive (2.6%) Mortgaged Properties is a single tenant property subject to a double-net, triple-net or absolute-net lease with the related tenant where the related borrower did not provide the related mortgage loan seller with historical financial information for the related Mortgaged Property.

See “Risk Factors—Risks Relating to the Mortgage Loans—Limited Information Causes Uncertainty”.

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Tenancies-in-Common or Diversified Ownership

The Lakeview Apartments Mortgage Loan (2.1%) has one or more borrowers that own all or a portion of the related Mortgaged Property as tenants-in-common, and the respective tenants-in-common have agreed to a waiver of their rights of partition.

With respect to the 338 South Avenue 17 Mortgage Loan (1.0%), pursuant to the related Mortgage Loan documents, the borrower has the one-time right to convert the ownership of the Mortgaged Property to a tenancy-in-common form of ownership, upon the satisfaction of certain conditions including, but not limited to: (i) the proposed tenancy-in-common agreement is approved by the lender, which agreement will provide, among other things, that such tenants in common will waive any right to partition the Mortgaged Property; and (ii) no more than three tenants in common will own the Mortgaged Property.

See “Risk Factors—Risks Relating to the Mortgage Loans—The Borrower’s Form of Entity May Cause Special Risks” and “—Tenancies-in-Common May Hinder Recovery”.

Condominium Interests and Other Shared Interests

Each of the One and Olney Shopping Center (5.8%), New Jersey Center of Excellence (4.2%), Hilton Portfolio (3.0%), Hotel Clermont (2.5%) and Holiday Inn Express Portfolio (Birch Run and Brighton, MI) (1.2%) Mortgage Loans is secured, in part, by the related borrower’s interest in one or more units in a condominium. With respect to all such Mortgage Loans (other than as described below), the borrower generally controls the appointment and voting of the condominium board or the condominium owners cannot take actions or cause the condominium association to take actions that would affect the borrower’s unit without the borrower’s consent.

● With respect to the New Jersey Center of Excellence Mortgage Loan (4.2%), the Mortgaged Property is subject to a condominium regime, with a total of 6 condominium units, 2 of which constitute the entirety of the collateral for the Mortgage Loan, through which the related borrower owns 100% of the common elements in the condominium. The remaining 4 units are not part of the collateral for the Mortgage Loan. The board of the condominium has 3 board seats, and the borrower is allocated 1 of the board seats. Upon the issuance of a certificate of occupancy for the initial improvements on condominium units 1 and 5, the membership of the board will be expanded from 3 members to 4 members, and the borrower will be allocated 2 of the board seats. The related borrower does not have the power to control the related condominium. The percentage interest in the common elements applicable to each unit of the condominium may change as improvements are constructed in the non-collateral units or such non-collateral units are sold by the declarant to third parties; provided that the related borrower’s collective percentage interest in the common elements as the owner of the 2 collateral units may not be reduced below 30% without the prior written consent of the related borrower and the lender. The declaration and bylaws of the condominium may only be amended by the consent of at least 75% of the votes eligible to be cast by all unit owners.

● With respect to the Hilton Portfolio Mortgage Loan (3.0%), the Mortgage Loan is secured, in part, by one condominium unit at the Hampton Inn Bartonsville Mortgaged Property. The borrower owns a 16.9% interest in the related condominium regime. The borrower does not maintain control over the condominium board.

● With respect to the Grand Canal Shoppes Mortgage Loan (2.9%), the borrowers are parties to a reciprocal easement agreement which governs the interrelationship between the Mortgaged Property and the owners of other interests in the complex that includes the Venetian Hotel and Casino and the Palazzo Resort and Casino. Under the reciprocal easement agreement, the borrowers covenant to continuously operate the Mortgaged Property and have agreed to maintain the quality standards of the tenant mix at the property. In addition, the borrowers are prohibited from leasing space to competitors of Venetian Casino Resort, LLC. Casualty and business interruption insurance coverage for the Mortgaged Property is currently provided by a blanket insurance policy meeting the requirements under the reciprocal easement agreement. Proceeds of

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such insurance, as well as condemnation proceeds, are required to be administered in accordance with the provisions of the reciprocal easement agreement. Under the reciprocal easement agreement, a transfer of the Mortgaged Property (other than to lender (or a subsequent transferee) in connection with foreclosure of a mortgage secured by the property) is subject to a right of first offer in favor of Venetian Casino Resort, LLC. If the subsequent transfer is not for at least 95% of the price of the offer to Venetian Casino Resort, LLC, Venetian Casino Resort, LLC would be entitled to purchase the Mortgaged Property at such lower sales price. See “—Purchase Options and Rights of First Refusal”. Additionally, Venetian Casino Resort, LLC has the right to cure certain defaults of the borrowers under the Grand Canal Shoppes Whole Loan and, in the case of acceleration of the Grand Canal Shoppes Whole Loan, has the right, subject to the satisfaction of certain financial covenants, to purchase the Grand Canal Shoppes Whole Loan at a price equal to the sum of (a) the principal balance, (b) accrued and unpaid interest up to (but excluding) the date of purchase, (c) all other amounts owed under the Grand Canal Shoppes Whole Loan documents, including, without limitation (but only to the extent so owed) (1) any unreimbursed advances made by the servicer, with interest at the applicable rate, (2) any servicing and special servicing fees, (3) any exit fees, (4) any prepayment, yield maintenance or similar premiums and (5) if the date of purchase is not a scheduled payment date, accrued and unpaid interest, from the date of purchase up to (but excluding) the scheduled payment date next succeeding the date of purchase and (d) all reasonable fees and expenses incurred by the lender in connection with the purchase.

● With respect to the Hotel Clermont Mortgage Loan (2.5%), the Mortgaged Property is subject to a condominium regime comprised of two units. The borrower owns Unit #1 and a third-party (other than the borrower) owns Unit #2. The borrower holds a 94.0% undivided ownership interest in the common elements appurtenant to each unit and holds an approximately 66.7% voting interest in the related condominium association. The condominium documents provide that all decisions will be made by a majority vote, provided that certain actions may not be taken without the approval of the director appointed by the Unit #2 owner, including, among other things: (i) any agreement that is not of a routine and recurring nature or is in excess of $10,000 in a fiscal year; (ii) any adoption of new rules and regulations or the adoption of any amendment to existing rules and regulations of the related condominium association that adversely affects the use or operation of Unit #2; and (iii) any decision to acquire, lease, mortgage or dispose of real property.

● With respect to the Holiday Inn Express Portfolio Mortgage Loan (Birch Run and Brighton, MI) (1.2%), the Mortgage Loan is secured, in part, by two condominium units at the Holiday Inn Express Brighton Mortgaged Property (0.4%). The borrower owns a 24.0% interest in the related condominium regime. The borrower does not maintain control over the condominium board.

See “Risk Factors—Risks Relating to the Mortgage Loans—Condominium Ownership May Limit Use and Improvements”.

Fee & Leasehold Estates; Ground Leases

The table below shows the distribution of underlying interests encumbered by the mortgages related to the Mortgaged Properties:

Property Ownership Interest⁽¹⁾

Property Ownership Interest	Number of Mortgaged Properties	Aggregate Cut-off Date Balance	Approx. % of Initial Pool Balance
Fee Simple(2)	83	$839,235,961	97.1	%
Fee Simple/Leasehold	1	25,000,000	2.9
Total	84	$864,235,961	100.0	%

(1) Because this table presents information relating to Mortgaged Properties and not Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on Allocated Cut-off Date Loan Amounts as set forth on Annex A-1.

(2) For purposes of this prospectus, an encumbered interest will be characterized as “fee simple” and not a leasehold interest if (i) the borrower has a fee interest in all or substantially all of the Mortgaged Property (provided that if the borrower has a leasehold interest in any portion of the Mortgaged Property, such portion is not, individually or in the aggregate, material to the use or operation of the Mortgaged Property), or (ii) the Mortgage Loan is secured by the borrower’s leasehold interest in the Mortgaged Property as well as the borrower’s (or other fee owner’s) overlapping fee interest in the related Mortgaged Property.

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In general, unless the related fee interest is also encumbered by the related Mortgage, each of the ground leases has a term that extends at least 20 years beyond the maturity date of the Mortgage Loan (taking into account all freely exercisable options) and, except as noted below or in the exceptions, if any, to representation and warranty number 34 on Annex D-1 and representation and warranty number 36 on Annex E-1 located on Annex D-2, Annex D-3 and Annex E-2, respectively, contains customary mortgagee protection provisions, including notice and cure rights and the right to enter into a new lease with the applicable ground lessor in the event a ground lease is rejected or terminated.

With respect to the 180 N. Main Street Mortgage Loan (1.2%), such Mortgage Loan is secured by the related borrower’s fee interest in the Mortgaged Property. The Mortgaged Property is subject to a ground lease between MAK Redevelopment Corporation, the related borrower, as ground lessor, and The Stop & Shop Supermarket Company LLC, as ground lessee. The borrower sponsor reported that the ground lease is scheduled to terminate on November 30, 2035.

Mortgage Loans secured by ground leases present certain bankruptcy and foreclosure risks not present with Mortgage Loans secured by fee simple estates. See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Related to Ground Leases and Other Leasehold Interests”, “Certain Legal Aspects of Mortgage Loans—Foreclosure” and “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”.

Environmental Considerations

An environmental report was prepared for each Mortgaged Property no more than thirteen (13) months prior to the Cut-off Date. See Annex A-1 for the date of the environmental report for each Mortgaged Property. The environmental reports were generally prepared pursuant to the American Society for Testing and Materials standard for a “Phase I” environmental site assessment (the “ESA”). In addition to the Phase I standards, some of the environmental reports will include additional research, such as limited sampling for asbestos-containing material, lead-based paint, radon or water damage with limited areas of potential or identified mold, and such ESAs may have recommended continuing implementation of an operations and maintenance plan and, in some cases, minor cost abatements depending on the property use and/or age. For some of the Mortgaged Properties, the related ESAs may have noted that onsite underground storage tanks or leaking underground storage tanks previously had been removed or closed in place or other types of potential or actual spills or releases may have occurred, and based on criteria such as experience with past investigations, cleanups or other response actions, the quantities or types of hazardous materials involved, the absence of significant risk, tank test results or other records, and/or other circumstances including regulatory closure, the ESAs did not recommend any further investigation or other action. In some such cases, even where regulatory closure was documented for past incidents the ESAs may have reported that requests to governmental agencies for any related files are pending. However, those ESAs nevertheless concluded that such incidents were not likely to be significant at the time they were prepared. Additionally, as needed pursuant to American Society for Testing and Materials standards, supplemental “Phase II” site investigations have been completed for some Mortgaged Properties to further evaluate certain environmental issues, including certain recognized environmental conditions (each, a “REC”). A Phase II investigation generally consists of sampling and/or testing.

● With respect to the SoCal Retail Portfolio Mortgaged Property (5.8%), the related Phase I ESAs identified certain environmental issues, including, among other things: (i) a controlled recognized environmental condition at The Springs Mortgaged Property relating to residual landfill contamination; (ii) a REC at the Food 4 Less – Target Center Mortgaged Property relating to limited impacts to soil gas identified during a 2016 Phase II investigation; (iii) a REC at the Island Plaza Mortgaged Property relating to impacts to soil vapor stemming from the former operation of an onsite dry cleaner; and (iv) a REC at the Hawthorne Plaza Mortgaged Property relating to the historic operation of an oil production facility, as well as an off-site gas station release and abutting dry cleaning operations. Opinions of probable cost furnished to the lender estimated the total cost

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of remediation across the related Mortgaged Properties to be $1.6 million, and opinions of worst-case cost estimates totaled $3.6 million. Such remediation cost has not been reserved for. The Mortgage Loan documents require the borrowers to cure such environmental issues at their sole expense and provide recourse to the guarantor for any losses to the lender stemming from such environmental issues. We cannot assure you that the guarantor will have the resources to, or will, pay any such losses.

● With respect to the One and Olney Shopping Center Mortgaged Property (5.8%), the related Phase I ESA identified a letter from the Pennsylvania Department of Environmental Protection (“PADEP”), dated July 16, 2019, stating that it had approved a deed restriction at the Mortgaged Property in 1998 prohibiting the use of groundwater and limiting the land to nonresidential purposes due to the presence of trichloroethene (TCE) and tetrachloroethene (PCE) in the groundwater at the Mortgaged Property stemming from the historic operation of an industrial facility. The PADEP was unable to locate evidence that the deed restrictions were properly recorded, and requested that a draft environmental covenant be provided by October 14, 2019. The failure to properly record such deed restrictions given the presence of TCE and PCE within the groundwater at the Mortgaged Property constitutes a REC.

● With respect to the New Jersey Center of Excellence Mortgaged Property (4.2%), the ESA identifies as a REC for the Mortgaged Property impacts to groundwater associated with an historic, on site, solvent containing underground storage tank. According to the ESA, several investigations were performed in the impacted area, and remediation, which included an in situ chemical oxidation injection program, has been completed. The Licensed Site Remediation Professional (“LSRP”), who is overseeing investigation and remediation of the Mortgaged Property under the New Jersey Industrial Site Recovery Act, has noted that there is a Remedial Action Report (“RAR”) pending, which will be submitted to the governing authority and summarizes remedial action activities. The ESA reports that the RAR deliverables are awaiting the related borrower’s approval. The LSRP indicated that the pending RAR includes monitored natural attenuation and a groundwater use restriction. No other use restrictions or engineering or institutional controls have been proposed as part of the closure. Based on information provided in the ESA, the former owner must establish an escrow to cover the costs of any monitoring and maintenance up to $250,000, an amount exceeding the costs of maintenance and monitoring (through 2045) estimated by the former owner’s environmental consultant.

● With respect to the Quebec Square at Stapleton Mortgaged Property (3.2%), the related Phase I ESA indicated that a dry cleaner which utilized the chlorinated solvent tetrachloroethene (PCE) was historically on-site and a subsurface investigation identified PCE in soil vapor above residential standards. As such, the former dry cleaner is considered a REC. However, the soil vapor concentrations were below commercial standards. As the Mortgaged Property is used for commercial use only, no further investigation was recommended. Additionally, the Mortgaged Property was historically located on a portion of the former Stapleton International Airport, which was decommissioned in 1995. Former soil contamination (gasoline, diesel fuel, and glycol-based deicing products) were characterized and remediated in 2001 according to state and local regulatory standards (to unrestricted residential use) and No Further Action letters were issued by the Colorado Department of Labor and Employment - Oil Inspection Section and the Colorado Department of Public Health and Environment and no further investigation is recommended at this time.

● With respect to the South Shores Shopping Center Mortgaged Property (0.7%), the ESA identified a REC related to an on-site dry-cleaning facility that has been operating at the Mortgaged Property since 1993, the lack of previous subsurface investigations, and the nature of dry-cleaning chemicals. The dry cleaning facility reportedly has not utilized tetrachloroethene (PCE) in its cleaning machines for the last seven years. A Phase II Subsurface Investigation Report was conducted in November 2018 to determine the potential impact PCE and daughter compounds to soil gas and/or soil as a consequence of a release or releases due to the on-site dry-cleaning operations. None of the analyzed soil samples contained detectable concentrations of chlorinated

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solvents above their respective screening levels. PCE and trichloroethene (TCE) were detected in each of the analyzed sub-slab soil gas samples at concentrations exceeding both residential and commercial Vapor Intrusion Screening Levels (VISLs). An Indoor Air Quality Survey and Additional Subsurface Investigation Report was conducted in January 2019 to assess the source of PCE and daughter compounds to soil gas and/or soil as a consequence of releases from the on-site dry cleaning facility and to assess human health risks associated with the documented chlorinated solvent impacts. The indoor air quality survey identified TCE impacts in each of the indoor air samples; however, PCE and other daughter compounds were not detected in the indoor air samples. A TCE spot cleaner was identified to be the likely culprit of elevated TCE concentrations in indoor air. Use of the TCE spot cleaner was stopped. Indoor air was resampled three months later. An environmental consultant reviewed the results and noted (i) a drop in previously detected TCE concentrations at prior sampling locations by 78.1% to 99.6%. The consultant noted and (ii) that these detected concentrations were expected to be lower with the passage of time. The consultant’s analysis of this second round of indoor air sampling and the previous study results noted that the recent results were far lower than applicable VISLs for indoor air quality and recommended no further remedial action.

● With respect to the 1941 Old Cuthbert Road Mortgaged Property (0.6%), the related environmental consultant identified two RECs at the Mortgaged Property. The environmental consultant identified a REC in connection with multiple cases being listed on a site remediation program database. The environmental consultant reported that based on the database records having no further information for the cases and the historical use of the Mortgaged Property for industrial purposes, the listing is considered a REC. In addition, the environmental consultant identified a separate REC in connection with the potential presence of a septic system at the Mortgaged Property. The environmental consultant reported that according to a previous Phase I ESA prepared for the Mortgaged Property, an on-site septic system may have existed at the Mortgaged Property prior to 1998. The environmental consultant found that based on the historical use of the Mortgaged Property and lack of records indicating the septic system was removed, the potential presence of the septic system is considered a REC. In connection with origination of the Mortgage Loan, the borrower obtained an environmental insurance policy from Sirius International Insurance Corporation – UK Branch that names the lender as an insured party. The environmental insurance policy has an aggregate limit of $2,000,000, subject to a deductible, and an approximately 13-year term expiring on September 6, 2032, which is after the Mortgage Loan’s stated maturity date of September 6, 2029.

● With respect to the Holiday Inn Express Portfolio (Birch Run and Brighton, MI)—Holiday Inn Express Brighton Mortgaged Property (0.4%), the related Phase I ESA identified existing soil contamination at the Mortgaged Property. The related environmental consultant reported that a Phase I was conducted at the Mortgaged Property in 2003 which identified arsenic in the soil at levels above the regulatory residential direct contact requirement but below the regulatory nonresidential direct contact requirement. The environmental consultant noted that the contaminated soil is currently covered by a building and pavement. A due care plan was implemented at the Mortgaged Property which, among other things, requires any current or future owner of the Mortgaged Property to implement certain safety precautions in connection with any future excavation of the contaminated area at the Mortgaged Property. Due to the building and pavement covering the contaminated soil, the contamination being below the regulatory nonresidential direct contact requirements and the implementation of the due care plan, the environmental consultant considers the soil contamination to be a controlled recognized environmental condition (“CREC”). The environmental consultant recommended that the borrower continue to comply with the due care plan in connection with the CREC.

Redevelopment, Renovation and Expansion

Certain of the Mortgaged Properties are currently undergoing or are expected to undergo redevelopment, renovation or expansion, including with respect to hospitality properties, executing property improvement plans (“PIPs”) required by the franchisors.

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Below are descriptions of (a) certain of such Mortgaged Properties that are undergoing (or are required or expected to undergo) redevelopment, expansion and/or renovation where the approximate estimated cost thereof is equal to or greater than the lesser of $1,000,000 and 10% of the related Mortgage Loan’s principal balance and (b) certain of such Mortgaged Properties that are subject to material PIPs.

With respect to the Dorel Laredo Mortgaged Property (3.5%), pursuant to the Mortgage Loan documents, the borrower is required to complete $554,000 in exterior renovations and $1,268,072 in interior renovations at the Mortgaged Property. The borrower is required to complete all exterior renovations and a portion of the interior renovations by October 6, 2020, and complete all remaining renovations by October 6, 2022. The borrower deposited approximately $2,004,279 into an outstanding work reserve at origination. The Mortgage Loan documents provide that if any funds in such reserve have not been released by October 6, 2022, the lender will apply such funds toward the reduction of the debt, which will be deemed a voluntary prepayment under the Mortgage Loan documents and will incur a yield maintenance premium.

With respect to the Grand Canal Shoppes Mortgaged Property (2.9%), there is a planned renovation and redevelopment of the common areas within the shopping areas located above the Palazzo Resort and Casino at the Mortgaged Property that commenced in August 2019 and is expected to be completed in mid-December 2019. Approximately $12.0 million is expected to be spent to improve lighting and finishes. In addition, renovations and new finishes and lighting are expected to be completed in conjunction with a proposed, 27,422 SF international food hall. Such renovation and redevelopment, as well development of the new food hall, are not required by or reserved for under the Grand Canal Shoppes Mortgage Loan documents.

Certain risks related to redevelopment, renovation and expansion at a Mortgaged Property are described in “Risk Factors—Risks Relating to the Mortgage Loans—Risks Related to Redevelopment, Expansion and Renovation at Mortgaged Properties”.

Assessments of Property Value and Condition

Appraisals

For each Mortgaged Property, the related mortgage loan seller or other originator obtained a current (within four (4) months of the origination date of the Mortgage Loan) full narrative appraisal conforming at least to the requirements of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (“FIRREA”). See “Transaction Parties—The Sponsors and Mortgage Loan Sellers—Goldman Sachs Mortgage Company—Goldman Originator’s Underwriting Guidelines and Processes”, “—Argentic Real Estate Finance LLC—Argentic’s Underwriting Standards and Processes” and “—Starwood Mortgage Capital LLC—SMC’s Underwriting Guidelines and Processes”.

See “Risk Factors—Risks Relating to the Mortgage Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property” and “Description of the Mortgage Pool—Appraised Value”.

Engineering Reports

In connection with the origination of each Mortgage Loan, other than as identified below, the related mortgage loan seller or other originator obtained an engineering report with respect to the related Mortgaged Property with an engineering report dated within twelve (12) months of the Cut-off Date. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers—Goldman Sachs Mortgage Company—Goldman Originator’s Underwriting Guidelines and Processes”, “—Argentic Real Estate Finance LLC—Argentic’s Underwriting Standards and Processes” and “—Starwood Mortgage Capital LLC—SMC’s Underwriting Guidelines and Processes”.

See “Risk Factors—Risks Relating to the Mortgage Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property”.

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Zoning and Building Code Compliance and Condemnation

In connection with the origination of each Mortgage Loan, the related mortgage loan seller or other originator generally examined whether the use and occupancy of the related real property collateral was in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property. In addition, certain Mortgaged Properties may be legal non-conforming uses that may be restricted after certain events, such as casualties, at the Mortgaged Properties. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers—Goldman Sachs Mortgage Company—Goldman Originator’s Underwriting Guidelines and Processes”, “—Argentic Real Estate Finance LLC—Argentic’s Underwriting Standards and Processes” and “—Starwood Mortgage Capital LLC—SMC’s Underwriting Guidelines and Processes”. For example, in this regard we note the following:

With respect to the 208 East 95th Street Mortgaged Property (0.5%), the Mortgaged Property is subject to certain outstanding building, zoning, planning and code violations issued by the Environmental Control Board, the New York City Department of Buildings and the New York State Division of Housing and Community Renewal, including the conversion of a cellar into a duplex without the necessary permits (the “Outstanding Violations”). The borrower sponsor reported that the New York City Department of Buildings violations total $197,135. The borrower covenanted under the related Mortgage Loan documents to use commercially reasonable efforts to correct, cure and remove all such Outstanding Violations affecting the Mortgaged Property (the “Violations Cure”) and deliver written evidence thereof to the lender by February 1, 2020, subject to extension if (i) the lender determines that the borrower is using commercially reasonable and diligent efforts to complete the Violations Cure and (ii) there is no material adverse effect as a result of the continued existence of such Outstanding Violations. Failure to comply with such covenant constitutes an event of default under the Mortgage Loan documents. The borrower deposited $279,750 into a building violations reserve at origination, from which the lender will disburse funds in accordance with the Mortgage Loan documents upon the borrower providing certain evidence that the cure of any applicable Outstanding Violation has been achieved.

See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Related to Zoning Non-Compliance and Use Restrictions” and see representation and warranty number 24 on Annex D-1 and representation and warranty number 26 on Annex E-1 and the identified exceptions to those representations and warranties, if any, on Annex D-2, Annex D-3 and Annex E-2, respectively, for additional information.

Litigation and Other Considerations

There may be pending or threatened legal proceedings against, or other past or present criminal or adverse regulatory circumstances experienced by, the borrowers, the borrower sponsors and managers of the Mortgaged Properties and their respective affiliates arising out of the ordinary business of the borrowers, their sponsors, managers and affiliates. In addition, the Mortgaged Properties may be subject to ongoing litigation.

● With respect to the SoCal Retail Portfolio Mortgage Loan (5.8%), Arman Gabay, the holder of a non-controlling 49.5% limited interest in the borrowers and the brother of the borrower sponsor, is a defendant to a criminal complaint alleging, among other things, 3 felony counts of wire fraud and 2 felony counts of federal program bribery relating to Arman’s allegedly having conspired with and bribed a senior Los Angeles County official who had responsibility for Los Angeles County’s process for leasing office space for various of its agencies for the purpose of securing leases in properties in which Arman owned an interest. None of the leases or properties associated with the criminal proceeding are part of the portfolio of Mortgaged Properties. The borrower sponsor is not a named defendant in the related criminal complaint and the Mortgage Loan documents prohibit the transfer of a controlling interest in the borrowers, the general partner of the borrowers, or any Mortgaged Property to Arman Gabay.

● With respect to the Washington Avenue Portfolio Mortgage Loan (3.0%), the borrower sponsor reported that a borrower-affiliate and the borrower sponsor are subject to pending litigation in which the plaintiff alleges that the borrower-affiliate, as the previous landlord at the Mortgaged Property,

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imposed a parking charge on the plaintiff, as a tenant at the Mortgaged Property, that was not permitted by the related lease between the borrower-affiliate and the plaintiff. The plaintiff alleges damages in an amount between $200,000 and $1,000,000.

● With respect to each of the East Village Multifamily Portfolio (2.9%) and Lakeview Apartments (2.1%) Mortgage Loans, the related borrower sponsor and non-recourse carveout guarantor is Seryl Kushner. Seryl Kushner, together with certain trusts (including the Jared Kushner Non-NJ GR Trust), owns an indirect interest in the borrower related to the East Village Multifamily Portfolio Mortgage Loan. Seryl Kushner’s husband and the founder of Kushner Companies LLC, Charles Kushner, together with certain trusts (including the Jared Kushner GST Trust), owns an indirect interest in the borrower related to the Lakeview Apartments Mortgage Loan. It has been reported by various print media that members of the Kushner family companies are being investigated by the federal government with respect to financing obtained from foreign investors seeking to immigrate to the United States though the EB-5 visa program. News outlets also reported an investigation of the Kushner family companies’ entry into certain secured lending transactions, and any involvement of Jared Kushner during the period that Jared Kushner has been senior advisor with the Trump administration. We cannot assure you of the nature or outcome of any such investigations or other investigations or whether any legal proceedings may result therefrom, or whether they could have an adverse impact on such Mortgage Loans or the related Mortgaged Properties. In addition, Charles Kushner pled guilty in 2004 to 16 counts of assisting in the filing of false tax returns, one count of retaliating against a cooperating witness and one count of making false statements to the Federal Election Commission and was sentenced to two years in prison. Charles Kushner was released from prison in 2006. Although AREF has been informed that Mr. Kushner has relinquished the management and day-to-day operation of Kushner Companies LLC to Laurent Morali as President, he remains chairman of the company.

We cannot assure you that any such proceeding would not have an adverse effect on, or provide any indication of the future performance of the borrowers, borrower sponsors and managers related to the Mortgage Loans.

See “Risk Factors—Risks Relating to the Mortgage Loans—Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions”.

Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings

Loan Purpose

Thirty-six (36) of the Mortgage Loans (71.1%) were, in whole or in part, originated in connection with the borrower’s refinancing of a previous mortgage loan secured by the Mortgaged Property.

Twelve (12) of the Mortgage Loans (28.3%) were, in whole or in part, originated in connection with the borrower’s acquisition of the related Mortgaged Property.

One (1) of the Mortgage Loans (0.6%) were, in whole or in part, originated in connection with the borrower’s recapitalization of the related Mortgaged Property.

Default History, Bankruptcy Issues and Other Proceedings

With respect to certain of the Mortgage Loans, (a) related borrowers, borrower sponsors and/or key principals (or affiliates thereof) have previously sponsored, been a key principal with respect to, or been a payment or non-recourse carveout guarantor on mortgage loans secured by, real estate projects (including in some such cases, the particular Mortgaged Property or Mortgaged Properties referenced above in this sentence) that became the subject of foreclosure proceedings or a deed in lieu of foreclosure or bankruptcy proceedings or directly or indirectly secured a real estate loan or a real estate related mezzanine loan that was the subject of a discounted payoff or (b) a Mortgaged Property was acquired by the related borrower or an affiliate thereof through foreclosure or a deed in lieu of foreclosure, as part of an REO transaction, at a

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foreclosure sale or out of receivership. For example, within approximately the last 10 years, with respect to the 20 largest Mortgage Loans:

● With respect to the SoCal Retail Portfolio Mortgage Loan (5.8%), the borrower sponsor was the sponsor of a mortgage loan that went into monetary default and was transferred to special servicing in March 2009. Following a loan modification, the special servicer initiated foreclosure proceedings in April 2010 and the related mortgaged property was sold in December 2013.

● With respect to the One and Olney Shopping Center Mortgage Loan (5.8%), the borrower sponsors and related controlled entities obtained a $33,950,000 loan in April 2006 that was collateralized by a Wal-Mart anchored shopping center in Linden, NJ. The loan matured in 2016 and the borrower sponsors were not able to secure refinancing as Wal-Mart notified the borrower of its intention build a store across the street. The existing lender entered a forbearance agreement for 2 years with a structured A/B note before ultimately agreeing to accept a discounted payoff of $19,000,000 in 2018.

● With respect to the CubeSmart North Bergen Mortgage Loan (1.7%), the Mortgaged Property was previously securitized in a CMBS transaction for which LNR Partners, LLC was the special servicer. The borrower sponsor, an affiliate of Starwood Mortgage Capital LLC and of LNR Partners, LLC, acquired the Mortgaged Property out of REO in 2015.

With respect to certain of the Mortgage Loans, related borrowers, borrower sponsors and/or key principals (or affiliates thereof) may previously have been the subject of personal bankruptcy proceedings, or a related Mortgaged Property has previously been involved in a borrower, principal or tenant bankruptcy. For example, within approximately the last 10 years, with respect to the 15 largest Mortgage Loans:

● With respect to the Grand Canal Shoppes Mortgage Loan (2.9%), each of the two borrowers are 50.1% indirectly owned by, and the non-recourse carveout guarantor is wholly owned by entities affiliated with Brookfield Property REIT Inc., an entity formerly known as GGP, Inc., which was acquired by Brookfield Property Partners L.P. in 2018. GGP, Inc. previously filed for bankruptcy in 2009 and emerged from bankruptcy in 2010. In connection with such proceedings, each borrower also filed for bankruptcy in 2009 and emerged from bankruptcy in 2009 and 2010, respectively.

We cannot assure you that there are no other bankruptcy proceedings, foreclosure proceedings, deed-in-lieu of foreclosure transactions and/or mortgage loan workout matters that involved one or more Mortgage Loans or Mortgaged Properties, and/or a guarantor, borrower, borrower sponsor or other party to a Mortgage Loan.

Certain risks relating to bankruptcy proceedings are described in “Risk Factors—Risks Relating to the Mortgage Loans—A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans”, “—Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions” and “Certain Legal Aspects of Mortgage Loans—Bankruptcy Laws”.

Tenant Issues

Tenant Concentrations

The Mortgaged Properties have single tenants as set forth below:

● Eight (8) of the Mortgaged Properties (8.9% by Allocated Cut-off Date Loan Amount) securing, in whole or in part, four (4) Mortgage Loans, are leased to a single tenant.

● Excluding Mortgaged Properties that are part of a portfolio of Mortgaged Properties, no Mortgaged Property leased to a single tenant secures a Mortgage Loan representing more than approximately 4.0% of the Initial Pool Balance.

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With respect to certain of these Mortgaged Properties that are leased to a single tenant, the related leases may expire prior to, or soon after, the maturity dates of the Mortgage Loans, or the related tenant may have the right to terminate the lease prior to the maturity date of the Mortgage Loan. If the current tenant does not renew its lease on comparable economic terms to the expired lease or if a single tenant terminates its lease or if a suitable replacement tenant does not enter into a new lease on similar economic terms, there could be a negative impact on the payments on the related Mortgage Loans.

The Mortgaged Properties have certain tenant concentrations (among the five largest tenants (based on net rentable area)) across multiple Mortgaged Properties securing 2.0% or more of the Initial Pool Balance (based on Allocated Cut-off Date Loan Amount), as set forth below:

● Office Depot is the second largest tenant at the Quebec Square at Stapleton Mortgaged Property (3.2%) and the second largest tenant at the Bluebonnet Village Mortgaged Property (1.4%), and such Mortgaged Properties secure approximately 4.6%, in the aggregate, of the Initial Pool Balance based on Allocated Cut-off Date Loan Amount.

● Ross Dress For Less is the largest tenant at the Quebec Square at Stapleton Mortgaged Property (3.2%) and the third largest tenant at The Springs Mortgaged Property (1.2%), and such Mortgaged Properties secure approximately 4.5%, in the aggregate, of the Initial Pool Balance based on Allocated Cut-off Date Loan Amount.

● Marshalls is the fourth largest tenant at The Springs Mortgaged Property (1.2%), the second largest tenant at the Summerwood Mortgaged Property (0.9%) and the second largest tenant at the Hawthorne Plaza Mortgaged Property (0.2%), and such Mortgaged Properties secure approximately 2.3%, in the aggregate, of the Initial Pool Balance based on Allocated Cut-off Date Loan Amount.

● CVS is the largest tenant at the Windgate Crossing Mortgaged Property (1.4%), the largest tenant at the El Cajon (CVS) Mortgaged Property (0.3%) and the second largest tenant at the Baldwin Park Promenade Mortgaged Property (0.3%), and such Mortgaged Properties secure approximately 2.0%, in the aggregate, of the Initial Pool Balance based on Allocated Cut-off Date Loan Amount.

See “—Lease Expirations and Terminations” below, “Risk Factors—Risks Relating to the Mortgage Loans—Risks of Commercial, Multifamily and Manufactured Housing Lending Generally”, “—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—A Tenant Concentration May Result in Increased Losses” and “—Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase Losses”.

Lease Expirations and Terminations

Expirations

Certain of the Mortgaged Properties are subject to tenant leases that expire before the maturity date of the related Mortgage Loan. For tenant lease expiration information in the form of a lease rollover chart relating to each of the top 15 Mortgage Loans, see the related summaries attached as Annex A-3 to this prospectus. In addition, see Annex A-1 for tenant lease expiration dates for the five largest tenants (based on net rentable area leased) at each retail, office, mixed use and industrial Mortgaged Property. Even if none of the top 5 tenants at a particular Mortgaged Property, as identified on Annex A-1, have leases that expire before, or shortly after, the maturity of the related Mortgage Loan, there may still be a significant percentage of leases at a particular Mortgaged Property that expire in a single calendar year, a rolling 12-month period or prior to, or shortly after, the maturity of a Mortgage Loan. Furthermore, some of the Mortgaged Properties have significant leases or a significant concentration of leases that expire before, or shortly after, the maturity of the related Mortgage Loan. Identified below are certain material lease expirations or concentrations of lease expirations with respect to the Mortgaged Properties:

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● In certain cases, the lease of a major tenant or anchor tenant at a multi-tenanted Mortgaged Property expires prior to the maturity date of the related Mortgage Loan.

● With respect to the Mortgage Loans secured, in whole or in part, by the Mortgaged Properties identified in the table below, such Mortgaged Properties are occupied by a single tenant under a lease that expires prior to, or in the same year of, the maturity of the related Mortgage Loan.

Mortgaged Property Name	% of the Initial Pool Balance by Allocated Loan Amount	Lease Expiration Date	Mortgage Loan Maturity Date
19100 Ridgewood	4.0%	5/31/2029	9/6/2029
Legacy Corporate Centre I & II	0.5%	12/31/2029	8/6/2029

● With respect to the Mortgaged Properties shown in the table below, one or more leases representing 50% or greater of the net rentable square footage of the related Mortgaged Property (excluding Mortgaged Properties leased to a single tenant and set forth in the bullet above) expire in a single calendar year prior to, or the same year as, the maturity date of the related Mortgage Loan. There may be other Mortgaged Properties as to which leases representing at least 50% or greater of the net rentable square footage of the related Mortgaged Property expire over several calendar years prior to the maturity date of the related Mortgage Loan.

Mortgaged Property Name	% of the Initial Pool Balance by Allocated Loan Amount	% of Leased SF Expiring	Calendar Year of Expiration	Mortgage Loan Maturity Date
SoCal Retail Portfolio—Food 4 Less – Target Center	0.6%	68.2%	2028	5/6/2029
SoCal Retail Portfolio—El Cajon (CVS)	0.3%	56.0%	2025	5/6/2029
SoCal Retail Portfolio—Loma Vista	0.2%	83.1%	2021	5/6/2029
SoCal Retail Portfolio—Hawthorne Plaza	0.2%	50.2%	2023	5/6/2029
SoCal Retail Portfolio—Five Points Plaza	0.2%	52.5%	2025	5/6/2029
338 South Avenue 17	1.0%	66.3%	2022	10/6/2029
Eastgate Center	0.9%	64.3%	2029	10/6/2029
1211 Newell Avenue	0.8%	65.6%	2024	9/6/2029
1941 Old Cuthbert Road	0.6%	57.2%	2026	9/6/2029
North Loop Commons	0.5%	71.3%	2027	10/6/2029

● In addition, with respect to certain other Mortgaged Properties, there are leases that represent in the aggregate a material portion (but less than 50%) of the net rentable square footage of the related Mortgaged Property that expire in a single calendar year prior to, or shortly after, the maturity date of the related Mortgage Loan.

Furthermore, tenants under certain leases included in the Underwritten Net Cash Flow, Underwritten Net Operating Income and/or Occupancy may be in financial distress, may have filed for bankruptcy or may be part of a chain that is in financial distress as a whole, or the tenant’s parent company may have implemented or expressed an intent to implement a plan to consolidate or reorganize its operations, close a number of stores in the chain, reduce exposure, relocate stores or otherwise reorganize its business to cut costs. In addition, certain shadow anchor tenants may be in financial distress or may be experiencing adverse business conditions, which could have a negative effect on the operations of certain tenants at the Mortgaged Properties. Furthermore, commercial tenants with multiple leases may experience adverse business conditions that result in their deciding to close under-performing stores. For example:

● With respect to the Bluebonnet Village (1.4%) and the Quebec Square at Stapleton (3.2%) Mortgaged Properties, Office Depot, Inc., the parent company of the second largest tenant at each Mortgaged Property, Office Depot, representing approximately 14.8% of the net rentable square footage of the Bluebonnet Village Mortgaged Property and 9.6% of the net rentable square footage

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of the Quebec Square at Stapleton Mortgaged Property, announced in May 2019 that it anticipates closing approximately 90 retail stores in 2020 and 2021 in connection with a multi-year cost reduction and business improvement program. As of June 29, 2019, Office Depot, Inc. operated 1,320 retail stores in the United States, Puerto Rico and the U.S. Virgin Islands. We cannot assure you that Office Depot will remain open for business or that the stores located at the Mortgaged Properties will not be closed prior to the expiration of the lease.

● With respect to the Grand Canal Shoppes Mortgaged Property (2.9%), the Mortgaged Property was anchored by a Barneys New York store which closed in connection with Barneys New York filing for bankruptcy in August 2019. The Barneys New York space is included in the collateral; however, the Mortgage Loan documents permit the borrowers to obtain a free release with respect to the Barneys New York space. As such, no value or rental income has been attributed to such space.

● With respect to the Glendale Galleria Mortgaged Property (1.2%), Sears Outlet, occupying 17.6% of net rentable area, is the second largest tenant at the Mortgaged Property. The lease of such tenant began on February 1, 2019 and is scheduled to terminate on January 31, 2024. Sears Holdings Corp. filed for Chapter 11 bankruptcy in 2018. We cannot assure you that the store located at the Mortgaged Property will not be closed prior to the expiration of the lease.

We cannot assure you that any other tenant or anchor tenant at a Mortgaged Property will not close stores, including stores at or near the Mortgaged Property.

Terminations

Certain Mortgage Loans have material lease early termination options. Leases often give tenants the right to terminate the related lease, abate or reduce the related rent, and/or exercise certain remedies against the related borrower for various reasons or upon various conditions, including (i) if the borrower for the applicable Mortgaged Property allows uses at the Mortgaged Property in violation of use restrictions in current tenant leases, (ii) if the borrower or any of its affiliates owns other properties within a certain radius of the Mortgaged Property and allows uses at those properties in violation of use restrictions, (iii) if the related borrower fails to provide a designated number of parking spaces, (iv) if there is construction at the related Mortgaged Property or an adjacent property (whether or not such adjacent property is owned or controlled by the borrower or any of its affiliates) that may interfere with visibility of, access to or a tenant’s use of the Mortgaged Property or otherwise violate the terms of a tenant’s lease, (v) upon casualty or condemnation with respect to all or a portion of the Mortgaged Property that renders such Mortgaged Property unsuitable for a tenant’s use or if the borrower fails to rebuild such Mortgaged Property within a certain time, (vi) if a tenant’s use is not permitted by zoning or applicable law, (vii) if the tenant is unable to exercise an expansion right, (viii) if the landlord defaults on its obligations under the lease, (ix) if a landlord leases space at the mortgaged property or within a certain radius of the mortgaged property to a competitor, (x) if the tenant fails to meet certain sales targets or other business objectives for a specified period of time, (xi) if certain anchor or significant tenants at the subject property go dark or terminate their leases, (xii) if the landlord violates the tenant’s exclusive use rights for a specified period of time, or (xiii) based upon contingencies other than those set forth in this “—Lease Expirations and Terminations” section. In certain cases, compliance or satisfaction of landlord covenants may be the responsibility of a third party affiliated with the borrower or, in the event that partial releases of the applicable Mortgaged Property are permitted, an unaffiliated or affiliated third party. We cannot assure you that all or any of the borrowers will comply with their lease covenants or such third parties will act in a manner required to avoid any termination and/or abatement rights of the related tenant.

In addition, certain of the tenant leases permit the related tenant to unilaterally terminate its lease or otherwise reduce its leased space upon providing notice of such termination within a specified period prior to the termination date. For example, among the 5 largest tenants by net rentable square footage at the Mortgaged Properties securing the 10 largest Mortgage Loans by aggregate Cut-off Date Balance, or those Mortgaged Properties with a tenant that leases at least 20% of the net rentable square footage at the related Mortgaged Property (in each case excluding government tenants, which are described further below):

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● With respect to the New Jersey Center of Excellence Mortgaged Property (4.2%), the second largest tenant, Nestle Health Science, representing 23.2% of the net rentable square footage, may terminate its lease effective as of January 1, 2028 with written notice no later than December 31, 2026 and payment of a termination fee.

● With respect to the Millennium Park Plaza Mortgaged Property (4.0%), the fifth largest tenant, Ferrero USA Inc, representing 0.5% of the net rentable square footage, may terminate its lease effective as of May 31, 2020 with three months’ notice and payment of a termination fee.

● With respect to the North Loop Commons Mortgaged Property (0.5%), the largest tenant, Memorial Hermann Sports Med (comprising 44.6% of net rentable area), has the one-time right to terminate its lease on April 30, 2024, with at least 60 days’ prior written notice and payment of a termination fee. In addition, the second largest tenant at the Mortgaged Property, Memorial Hermann Urgent Care (comprising 26.7% of net rentable area), has the one-time right to terminate its lease on August 31, 2024, with at least 60 days’ prior written notice and payment of a termination fee.

Certain of the Mortgaged Properties may have tenants that sublet a portion of their space or have provided notice of their intent to sublet out a portion of their space in the future. For example, among the 5 largest tenants (based on net rentable area) at the 15 largest Mortgage Loans or in cases where 10% or more of the aggregate net rentable area at a Mortgaged Property is sublet:

● With respect to the New Jersey Center of Excellence Mortgaged Property (4.2%), the third largest tenant, Amneal (Kashiv), subleases 142,780 square feet of its space to its affiliate, Kashiv, and the lease and the related sublease expire on September 30, 2025.

● With respect to the 19100 Ridgewood Mortgaged Property (4.0%), the sole tenant, Marathon Petroleum, subleases 147,295 square feet of its space to EOG Resources, Inc.

● With respect to the 180 N. Main Street Mortgaged Property (1.2%), the borrower sponsor reported that the ground lessee, Stop & Shop, subleases more than 10% of the net rentable area at the Mortgaged Property.

Certain of the tenant leases for the Mortgaged Properties may permit affected tenants to terminate their leases and/or abate or reduce rent if another tenant at the Mortgaged Property or a tenant at an adjacent or nearby property terminates its lease or goes dark, or if a specified percentage of the Mortgaged Property is unoccupied. For example, taking into account the 5 largest tenants by net rentable square footage at those Mortgaged Properties securing the 15 largest Mortgage Loans by aggregate Cut-off Date Balance:

● With respect to the Quebec Square at Stapleton Mortgage Loan (3.2%), the largest tenant, Ross Dress For Less, representing approximately 14.5% of the net rentable area of the Mortgaged Property, the second largest tenant, Office Depot, representing approximately 9.6% of the net rentable area of the Mortgaged Property and the fifth largest tenant, Famous Footwear, representing approximately 5.4% of the net rentable area of the Mortgaged Property, may each pay reduced rent or terminate their respective leases if certain shadow anchor tenants—Walmart Supercenter, Sam’s Club and Home Depot—vacate or go dark with respect to all or a portion of its space.

In addition, certain of the tenant leases may permit a tenant to go dark at any time.

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Certain Mortgaged Properties may have tenants or sub-tenants that are charitable institutions that generally rely on contributions from individuals and government grants or other subsidies to pay rent on office space and other operating expenses. For example:

Mortgaged Property Name	% of Initial Pool Balance by Allocated Loan Amount	Tenant(s)	% of Net Rentable Area		% of U/W Base Rent
One and Olney Shopping Center	5.8%	Public Health Management Corporation	3.8	%	3.1	%
Bushwick Avenue Portfolio—871 Bushwick Avenue	1.2%	Metro International Church, Inc.(1)	100.0	%	100.0	%

(1) Ground Tenant Metro International Church, Inc. leases the space to Metro World Child, which is also a charitable organization and is an affiliate of Metro International Church, Inc.

Certain of the Mortgaged Properties may be leased in whole or in part by government sponsored tenants. Government sponsored tenants frequently have the right to cancel their leases at any time or after a specific time (in some cases after the delivery of notice) or for lack of appropriations. For example, set forth below are certain government leases that individually represent 5% or more of the base rent at the related Mortgaged Property and have these types of risks. In addition, one or more leases at certain Mortgaged Properties representing less than 5% of the base rent could also have these types of risks.

Mortgaged Property Name	% of Initial Pool Balance by Allocated Loan Amount	Tenant(s)	% of Net Rentable Area	% of U/W Base Rent
Bergen Grand	2.2%	US Army Recruiting Center(1)	100%(2)	100%(2)

(1) Subject to certain requirements under the related lease, on each anniversary date of the tenant’s lease commencement, the total monthly rent of the lease may be adjusted by changes in the Consumer Price Index (CPI) reflecting percentage increases.

(2) Percentage of Net Rentable Area and U/W Base Rent relate only to the retail portions of the Mortgaged Property, which constitutes approximately 7.2% of Net Rentable Area at the Mortgaged Property.

Certain other tenants may have the right to terminate the related lease or abate or reduce the related rent if the related borrower violates covenants under the related lease or if third parties take certain actions that adversely affect such tenants’ business or operations.

Certain of the tenant leases may permit the related tenant to terminate its lease based upon contingencies other than those set forth above in this “—Terminations” section.

See “Description of the Top 15 Mortgage Loans” on Annex A-3 to this prospectus for more information on material termination options relating to the 15 largest Mortgage Loans.

Other

Tenants under certain leases included in the Underwritten Net Cash Flow, Underwritten NOI and/or Occupancy may not be in physical occupancy, may not have begun paying rent or may be in negotiation. For example, with respect to (i) the 15 largest Mortgage Loans by aggregate Cut-off Date Balance, taking into account the 5 largest tenants by net rentable square footage or tenants individually or in the aggregate representing more than 25% of the net rentable area at the Mortgaged Property or (ii) Mortgaged Properties that are leased to a single tenant:

● With respect to the SoCal Retail Portfolio—The Springs (1.2%), SoCal Retail Portfolio—El Super Center (0.6%), SoCal Retail Portfolio—Lynwood Plaza (0.3%) and SoCal Retail Portfolio—Five Points Plaza (0.2%) Mortgaged Properties, a tenant or tenants at each of the Mortgaged Properties has free rent under the terms of its related lease. At origination, the borrowers deposited $729,724 into a reserve for free rent with respect to each such tenant. Additionally, the rent for certain credit tenants, including Home Depot and Target, at various Mortgaged Properties was underwritten based on straight-line rent through each related lease term.

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● With respect to the One and Olney Shopping Center Mortgaged Property (5.8%), as of September 1, 2019, the second largest tenant, Hair Buzz, representing approximately 8.6% of the of the net rentable square footage of the Mortgaged Property, was completing the build-out of its leased premises and had not yet opened for business

● With respect to the 19100 Ridgewood Mortgaged Property (4.0%), the sole tenant, Marathon Petroleum, has sub-leased approximately 23.8% of its space to EOG Resources and has gone dark with respect to an additional approximately 13.6% of its space and is in negotiations with the borrower sponsor to return such space in exchange for Marathon Petroleum extending their lease at the Mortgaged Property.

● With respect to the Washington Avenue Portfolio—Washington Avenue Properties Mortgaged Property (3.0%), the second largest tenant, The Sporting Club (10.9% of net rentable area at the Mortgaged Property), and the third largest tenant, 5002 Washington LLC (Heart) (9.5% of net rentable area at the Mortgaged Property), are paying unabated rent but are not yet in occupancy. Tenant improvements are being completed at the Mortgaged Property pursuant to the applicable lease for each such tenant. At origination, the borrower deposited $165,821 and $110,484 into an unoccupied premises rollover reserve, which funds are allocated to The Sporting Club and 5002 Washington LLC (Heart), respectively. The lender is required to disburse to the borrower the amount of funds allocated to the respective tenant if, among other things, the respective tenant (i) accepts and is occupying all of its leased space, (ii) is paying full unabated rent and (iii) is operating its business, and the borrower has delivered a temporary or permanent certificate of occupancy as to such operations.

See “Risk Factors—Risks Relating to the Mortgage Loans—Underwritten Net Cash Flow Could Be Based On Incorrect or Failed Assumptions”.

See Annex A-3 for more information on other tenant matters relating to the 15 largest Mortgage Loans.

Purchase Options and Rights of First Refusal

Below are certain purchase options, rights of first offer and rights of first refusal to purchase all or a portion of the Mortgaged Property with respect to certain of the Mortgaged Properties.

With respect to the 15 largest Mortgage Loans, we note the following:

● With respect to the SoCal Retail Portfolio—The Springs (1.2%), SoCal Retail Portfolio—Food 4 Less – Target Center (0.6%), SoCal Retail Portfolio—Baldwin Park Promenade (0.3%), SoCal Retail Portfolio—Lynwood Plaza (0.3%), SoCal Retail Portfolio—Loma Vista (0.2%) and SoCal Retail Portfolio—Hawthorne Plaza (0.2%) Mortgaged Properties, a tenant or tenants at each of the Mortgaged Properties has a right of first offer and/or a right of first refusal to purchase the related Mortgaged Property in the event of a proposed transfer of such Mortgaged Property. None of such rights of first offer or rights of first refusal are applicable to a transfer of (i) any of the related Mortgaged Properties in connection with any foreclosure sale, deed-in-lieu of foreclosure or other similar sale or (ii) the entire portfolio of Mortgaged Properties.

● With respect to the Bushwick Avenue Portfolio—871 Bushwick Avenue Mortgaged Property (1.2%), Metro International Church, Inc., the ground tenant at the Mortgaged Property, has the right to purchase the borrower’s fee interest in the Mortgaged Property at any time after July 1, 2028 and prior to January 1, 2029, for an amount of $95,000,000, subject to certain additional requirements as provided in the ground lease.

● With respect to the Grand Canal Shoppes Mortgaged Property (2.9%), pursuant to a reciprocal easement agreement among the borrowers and the owners of other interests in the complex that includes the Venetian Hotel and Casino and the Palazzo Resort and Casino, a transfer of the Mortgaged Property (other than to the lender (or a subsequent transferee) in connection with foreclosure of a mortgage secured by the property) is subject to a right of first offer in favor of

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Venetian Casino Resort, LLC. If the subsequent transfer is not for at least 95% of the price of the offer to Venetian Casino Resort, LLC, Venetian Casino Resort, LLC would be entitled to purchase the Mortgaged Property at such lower sales price. See “—Condominium Interests and Other Shared Interests”.

In addition, with respect to the Mortgage Loans not included in the 15 largest Mortgage Loans, the 180 N. Main Street (1.2%) and WestPark Industrial (0.6%) Mortgaged Properties are each subject to a purchase option, a right of first refusal and/or a right of first offer, upon satisfaction of certain conditions, to purchase all or a portion of the related Mortgaged Property in the event the related borrower decides to sell the related Mortgaged Property or its leased premises. Such rights are held by certain tenants, subtenants, sellers, franchisors, property managers, ground lessors, developers or owners’ associations at such Mortgaged Properties or other parties. The related right generally does not apply in the context of a foreclosure, deed-in-lieu or other exercise of remedies under the Mortgage Loan documents.

See “Risk Factors—Risks Relating to the Mortgage Loans—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Leases That Are Not Subordinated to the Lien of the Mortgage or Do Not Contain Attornment Provisions May Have an Adverse Impact at Foreclosure”.

Affiliated Leases

Certain of the Mortgaged Properties may be leased in whole or in part by borrowers or borrower affiliates. Set forth below are examples of Mortgaged Properties or portfolios of Mortgaged Properties at which at least 5.0% of (i) the gross income at the Mortgaged Property or portfolio of Mortgaged Properties relates to leases between the borrower and an affiliate of the borrower or (ii) the net rentable area at the Mortgaged Property or portfolio of Mortgaged Properties is leased to an affiliate of the borrower:

● With respect to the Washington Avenue Portfolio Mortgage Loan (3.0%), the borrower sponsor reported that the largest tenant at the Washington Avenue Portfolio—Washington Avenue Properties Mortgaged Property, Urban Living (9.2% of net rentable area for the portfolio), and the largest tenant at the Washington Avenue Portfolio—319 Saint Emanuel Mortgaged Property, The White Collection (45.0% of net rentable area for the portfolio), are borrower-affiliated tenants.

● With respect to the 709 Science Drive Mortgaged Property (2.6%), the Mortgaged Property is leased to a single tenant, Ashtead Holdings Inc., which is a borrower sponsor-affiliated company.

● With respect to the Hotel Clermont Mortgaged Property (2.5%), the Mortgaged Property is subject to a master lease between the related borrower, as landlord, and a borrower-affiliate, as tenant.

● With respect to the American Metro Center Mortgaged Property (1.5%), the Mortgaged Property is subject to a master lease between the related borrower, as landlord, and a borrower-affiliate, as tenant.

With respect to the Eastgate Center Mortgage Loan (0.9%), if the DSCR at the Mortgaged Property falls below 1.10x, the borrower may choose to enter into a master lease with the guarantor of the Mortgage Loan in lieu of establishing a restricted lockbox account. Such master lease will be required to extend for a minimum term of 10 years and must be for a sufficient amount of rentable square footage such that the rent payable under such master lease, combined with rent payable under all other leases at the Mortgaged Property, would result in a debt service coverage ratio of at least 1.25x. See “—Mortgage Properties Accounts—Lockbox Accounts” below.

Other Mortgaged Properties may have tenants that are affiliated with the related borrower but those tenants do not represent more than 5.0% of the gross income or net rentable area of the related Mortgaged Property.

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Insurance Considerations

The Mortgage Loans generally require that each Mortgaged Property be insured by a hazard insurance policy in an amount (subject to an approved deductible) at least equal to the lesser of the outstanding principal balance of the related Mortgage Loan and 100% of the replacement cost of the improvements located on the related Mortgaged Property, and if applicable, that the related hazard insurance policy contain appropriate endorsements or have been issued in an amount sufficient to avoid the application of co-insurance and not permit reduction in insurance proceeds for depreciation; provided that, in the case of certain of the Mortgage Loans, the hazard insurance may be in such other amounts as was required by the related originators.

In general, the standard form of hazard insurance policy covers physical damage to, or destruction of, the improvements on the Mortgaged Property by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion, subject to the conditions and exclusions set forth in each policy. Each Mortgage Loan generally also requires the related borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the related Mortgaged Property in an amount generally equal to at least $1,000,000. Each Mortgage Loan generally further requires the related borrower to maintain business interruption insurance in an amount not less than approximately 100% of the projected gross rental income from the related Mortgaged Property for not less than 12 months. In general, the Mortgage Loans (including those secured by Mortgaged Properties located in California) do not require earthquake insurance. Twenty-two (22) of the Mortgaged Properties (24.0% by Allocated Cut-off Date Loan Amount), are located in areas that are considered a high earthquake risk (seismic zone 3 or 4). These areas include all or parts of the states of Washington, California and Nevada. Seismic reports were prepared with respect to these Mortgaged Properties, and based on those reports, no Mortgaged Property has a seismic expected loss greater than 17%.

In the case of fifty-five (55) Mortgaged Properties which secure in whole or in part twenty-nine (29) Mortgage Loans (60.2% by Allocated Cut-off Date Loan Amount), the related borrowers maintain insurance under blanket policies. In addition (a) the Bushwick Avenue Portfolio Mortgaged Properties (4.0%) are all covered by the same blanket insurance policy, (b) the Hilton Portfolio—Hampton Inn Bartonsville (0.6%), Hilton Portfolio—Homewood Suites Leesburg (0.5%), Hilton Portfolio—Hampton Inn Leesburg (0.5%), Hilton Portfolio—Hampton Inn Faxon (0.4%), Hilton Portfolio—Hampton Inn Williamsport (0.3%) and Hilton Portfolio—Hampton Inn Bermuda Run (0.3%) Mortgaged Properties are all covered by the same blanket insurance policy and (c) the East Village Multifamily Portfolio Mortgaged Properties (2.9%) are all covered by the same blanket insurance policy.

Certain of the Mortgaged Properties may be insured by, or subject to self-insurance on the part of, a sole or significant tenant or the property manager, as described below:

● With respect to the 19100 Ridgewood (4.0%) and 180 N. Main Street (1.2%) Mortgaged Properties, the related borrower may rely on the insurance or self-insurance provided by the single tenant. If the tenant fails to provide acceptable insurance coverage, the borrower must obtain or provide supplemental coverage to meet the requirements under the loan documents.

● With respect to the American Metro Center Mortgaged Property (1.5%), pursuant to the related master lease, the master tenant, an affiliate of the borrower, is responsible for certain insurance obligations with respect to the Mortgaged Property.

Many Mortgage Loans contain limitations on the obligation to obtain terrorism insurance. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties”.

See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Associated with Blanket Insurance Policies or Self-Insurance” and see representation and warranty number 16 on Annex D-1 and representation and warranty number 18 on Annex E-1 and the identified exceptions to those representations and warranties, if any, on Annex D-2, Annex D-3 and Annex E-2, respectively, for additional information.

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Use Restrictions

Certain of the Mortgaged Properties are subject to restrictions that restrict the use of such Mortgaged Properties to their current use, place other use restrictions on such Mortgaged Properties or limit the related borrower’s ability to make changes to such Mortgaged Properties.

Further, the Mortgaged Properties may have zoning, building code, or other local law issues in addition to the issues described above. In addition, certain of the Mortgaged Properties are subject to a temporary certificate of occupancy (the “TCO”). In such cases, the related Mortgage Loan documents require the related borrower to use commercially reasonable efforts to maintain the TCO, or cause the borrower sponsor of the Mortgage Loan to maintain the TCO, and to cause the TCO to be continuously renewed at all times until a permanent certificate of occupancy is obtained for the related Mortgaged Property or contain covenants to similar effect.

See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Related to Zoning Non-Compliance and Use Restrictions”.

Appraised Value

In certain cases, in addition to an “as-is” value, the appraisal states a value other than the “as-is” value that assumes that certain events will occur with respect to re-tenanting, construction, renovation or repairs at such Mortgaged Property. However, the Appraised Value reflected in this prospectus with respect to each Mortgaged Property reflects only the “as-is” value which may be based on certain assumptions, such as future construction completion, projected re-tenanting, payment of tenant improvement or leasing commissions allowances, free or abated rent periods or increased tenant occupancies other than as set forth below.

With respect to the loan-to-value ratios at maturity of four (4) Mortgage Loans identified in the definition of “Maturity Date LTV Ratio”, the related LTV Ratio at Maturity, reflected in this prospectus, is calculated using an Appraised Value other than the “as-is” Appraised Value. Unless otherwise indicated in the definition of “Cut-off Date LTV Ratio” under “Description of the Mortgage Pool—Certain Calculations and Definitions” in this prospectus, the Cut-off Date LTV Ratio is calculated using the “as-is” Appraised Value.

Appraised Values are further calculated based on certain other assumptions and considerations set forth in the definition of “Appraised Value” under “Description of the Mortgage Pool—Certain Calculations and Definitions” in this prospectus.

See “Risk Factors—Risks Relating to the Mortgage Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property”.

Non-Recourse Carveout Limitations

While the Mortgage Loans generally contain non-recourse carveouts for liabilities such as those that are a result of fraud by the borrower, certain voluntary insolvency proceedings or other matters, certain of the Mortgage Loans may not contain such carveouts or contain limitations to such carveouts. In general, the liquidity and net worth of a non-recourse guarantor under a Mortgage Loan will be less, and may be materially less, than the outstanding principal amount of that Mortgage Loan. In addition, certain Mortgage Loans have additional limitations to the non-recourse carveouts. See Annex D-2, Annex D-3 and Annex E-2 for additional information.

● The non-recourse carveout provisions contained in certain of the Mortgage Loan documents may also limit the liability of the non-recourse carveout guarantor for certain monetary obligations or covenants related to the use and operation of the Mortgaged Property to the extent that there is sufficient cash flow generated by the Mortgaged Property and made available to the related borrower and/or non-recourse carveout guarantor to take or prevent such required action.

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In addition, there may be impediments and/or difficulties in enforcing some or all of the non-recourse carveout liability obligations of individual guarantors depending on the domicile or citizenship of the guarantor.

See “Risk Factors—Risks Relating to the Mortgage Loans—Mortgage Loans Are Non-Recourse and Are Not Insured or Guaranteed”.

Real Estate and Other Tax Considerations

Below are descriptions of real estate tax matters relating to certain Mortgaged Properties:

● With respect to the Bushwick Avenue Portfolio—340 Evergreen Avenue and Bushwick Avenue Portfolio–889 Bushwick Avenue Mortgaged Properties (2.8%), the Mortgaged Properties are expected to benefit from a 35-year tax abatement under the New York City Department of Housing Preservation and Development 421-a tax abatement program. The 35-year tax abatement program allows the Mortgaged Properties to be 100% tax exempt for 25 years. Beginning in the 26th year, the Mortgaged Properties will be 25.0%-30.0% tax-exempt. The unabated taxes are $1,368,333, compared to the underwritten abated taxes of $523,597. See “Description of the Mortgage Pool—Property Types—Multifamily Properties”.

● With respect to the Hotel Clermont Mortgaged Property (2.5%), the related appraisal provides that the borrower qualifies for federal historic rehabilitation tax credits. In connection with such tax credits, the Mortgaged Property is subject to a master lease between the borrower, as landlord, and a borrower-affiliate, as tenant.

● With respect to the American Metro Center Mortgaged Property (1.5%), the Mortgaged Property is subject to a PILOT agreement in favor of the Township of Hamilton. The PILOT agreement is scheduled to terminate in 2035.

See “Risk Factors—Risks Relating to the Mortgage Loans—Increases in Real Estate Taxes May Reduce Available Funds” and see representation and warranty number 17 on Annex D-1 and representation and warranty number 19 on Annex E-1 and the identified exceptions to those representations and warranties, if any, on Annex D-2, Annex D-3 and Annex E-2, respectively, for additional information.

Delinquency Information

As of the Cut-off Date, none of the Mortgage Loans will be 30 days or more delinquent and none of the Mortgage Loans have been 30 days or more delinquent since origination. A Mortgage Loan will be treated as 30 days delinquent if the scheduled payment for a Due Date is not received from the related borrower by the immediately following Due Date.

Certain Terms of the Mortgage Loans

Amortization of Principal

The Mortgage Loans provide for one or more of the following:

● Twenty-nine (29) Mortgage Loans (73.7%) are interest-only until the maturity date.

● Ten (10) Mortgage Loans (13.5%) are amortizing until the maturity date and then have an expected Balloon Balance at the maturity date.

● Ten (10) Mortgage Loans (12.9%) provide for payments of interest-only for the first 12 to 60 months following the origination date and thereafter provide for regularly scheduled payments of interest and principal based on an amortization period longer than the remaining term of the related Mortgage Loan and therefore have an expected Balloon Balance at the related maturity date.

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Due Dates; Mortgage Rates; Calculations of Interest

Subject in some cases to a next business day convention, all of the Mortgage Loans have due dates upon which scheduled payments of principal, interest or both are required to be made by the related borrower under the related Mortgage Note (each such date, a “Due Date”) that occur as described in the following table:

Overview of Due Dates

Due Date	Default Grace Period (Days)		Number of Mortgage Loans	Approx. % of Initial Pool Balance
6	0		47	95.8	%
1	2	(1)	1	2.9
6	5		1	1.3
Total			49	100.0	%

(1)        2 business days’ grace period, once per trailing 12-month period.

As used in this prospectus, “grace period” is the number of days before a payment default is an event of default under the terms of each Mortgage Loan. See Annex A-1 for information on the number of days before late payment charges are due under the Mortgage Loans. The information on Annex A-1 regarding the number of days before a late payment charge is due is based on the express terms of the Mortgage Loans. Some jurisdictions may impose a statutorily longer period.

All of the Mortgage Loans are secured by first liens on fee simple and/or leasehold interests in the related Mortgaged Properties, subject to the permitted exceptions reflected in the related title insurance policy. All of the Mortgage Loans bear fixed interest rates.

All of the Mortgage Loans accrue interest on the basis of the actual number of days in a month, assuming a 360-day year (“Actual/360 Basis”).

Prepayment Protections and Certain Involuntary Prepayments

All of the Mortgage Loans have a degree of voluntary prepayment protection in the form of prepayment lockout, defeasance and/or yield maintenance provisions. Voluntary prepayments, if permitted, generally require the payment of a yield maintenance charge or a prepayment premium unless the Mortgage Loan (or Whole Loan, if applicable) is prepaid within a specified period (ranging from approximately 3 to 7 payments) up to and including the stated maturity date. See Annex A-1 and Annex A-2 for more information on the prepayment protections attributable to the Mortgage Loans on a loan-by-loan basis and a pool basis.

Additionally, certain Mortgage Loans may provide that in the event of the exercise of a purchase option by a tenant or the sale of real property or the release of a portion of the Mortgaged Property, that the related Mortgage Loans may be prepaid in part prior to the expiration of a prepayment/defeasance lockout provision. See “—Partial Releases” below.

Generally, no yield maintenance charge will be required for prepayments in connection with a casualty or condemnation, unless, in the case of most of the Mortgage Loans, an event of default has occurred and is continuing. See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions” in this prospectus. In addition, certain of the Mortgage Loans permit the related borrower, after a total or partial casualty or partial condemnation, to prepay the remaining principal balance of the Mortgage Loan or the allocated loan amount of the related Mortgaged Property (after application of the related insurance proceeds or condemnation award to pay the principal balance of the Mortgage Loan), which may not be accompanied by any prepayment consideration.

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Certain of the Mortgage Loans are secured in part by letters of credit and/or cash reserves that in each such case:

● will be released to the related borrower upon satisfaction by the related borrower of certain performance related conditions, which may include, in some cases, meeting debt service coverage ratio levels and/or satisfying leasing conditions; and

● if not so released, may, at the discretion of the lender, prior to loan maturity (or earlier loan default or loan acceleration), be drawn on and/or applied to prepay the subject Mortgage Loan if such performance related conditions are not satisfied within specified time periods.

See Annex A-1 and Annex A-3 for more information on reserves relating to the Mortgage Loans.

Voluntary Prepayments

As of the Cut-off Date, the following prepayment restrictions and defeasance provisions applied to the Mortgage Loans:

● Five (5) Mortgage Loans (18.3%) permit the related borrower, after a lockout period of 11 to 30 payments following the origination date, to prepay such Mortgage Loan with the payment of the greater of a yield maintenance charge and a prepayment premium of 1% or 2%, as applicable, of the prepaid amount if such repayment occurs prior to the related open prepayment period.

● With respect to one (1) Mortgage Loan (1.7%) (the “YM/Defeasance Loan”), the related Mortgage Loan documents permit the related borrower after a lockout period of at least two years from the Closing Date and prior to the related open prepayment period (i) to substitute U.S. government securities as collateral and obtain a release of the related Mortgaged Property or (ii) prepay the Mortgage Loan in whole or in part with the payment of the greater of a yield maintenance charge and a prepayment premium of 1% of the prepaid amount.

The Mortgage Loans generally permit voluntary prepayment without payment of a yield maintenance charge or any prepayment premium during a limited “open period” immediately prior to and including the stated maturity date, as follows:

Prepayment Open Periods⁽¹⁾

Open Periods (Payments)	Number of Mortgage Loans	% of Initial Pool Balance
3	5	12.8	%
4	28	48.9
5	9	21.2
6	4	11.3
7	3	5.8
Total	49	100.0	%

(1) See Annex A-1 for specific criteria applicable to the Mortgage Loans.

See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions”.

“Due-On-Sale” and “Due-On-Encumbrance” Provisions

The Mortgage Loans generally contain “due-on-sale” and “due-on-encumbrance” clauses, which in each case permits the holder of the Mortgage Loan to accelerate the maturity of the related Mortgage Loan if the related borrower sells or otherwise transfers or encumbers (subject to certain exceptions set forth in the Mortgage Loan documents) the related Mortgaged Property or a controlling interest in the borrower without the consent of the mortgagee (which, in some cases, may not be unreasonably withheld). Many of the Mortgage Loans place certain restrictions (subject to certain exceptions set forth in the Mortgage Loan

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documents) on the transfer and/or pledging of general partnership and managing member equity interests in a borrower such as specific percentage or control limitations. The terms of the mortgages generally permit, subject to certain limitations, affiliate, estate planning and family transfers, transfers at death, transfers of interest in a public company, the transfer or pledge of less than a controlling portion of the partnership, members’ or other equity interests in a borrower, the transfer or pledge of passive equity interests in a borrower (such as limited partnership interests and non-managing member interests in a limited liability company) and transfers to persons satisfying qualification criteria set forth in the related loan documents. Certain of the Mortgage Loans do not restrict the pledging of direct or indirect ownership interests in the related borrower, but do restrict the transfer of ownership interests in the related borrower by imposing a specific percentage, a control limitation or requiring the consent of the mortgagee to any such transfer. Generally, the Mortgage Loans do not prohibit transfers of non-controlling interests so long as no change of control results or, with respect to Mortgage Loans with tenant-in-common borrowers, transfers to new tenant-in-common borrowers. Certain of the Mortgage Loans do not prohibit the pledge by direct or indirect owners of the related borrower of equity distributions that may be made from time to time by the borrower to its equity owners.

Additionally, certain of the Mortgage Loans provide that transfers of the Mortgaged Property are permitted if certain conditions are satisfied, which may include one or more of the following:

● no event of default has occurred;

● the proposed transferee is creditworthy and has sufficient experience in the ownership and management of properties similar to the Mortgaged Property;

● a Rating Agency Confirmation has been obtained from each of the Rating Agencies;

● the transferee has executed and delivered an assumption agreement evidencing its agreement to abide by the terms of the Mortgage Loan together with legal opinions and title insurance endorsements; and

● the assumption fee has been received (which assumption fee will be paid as described under “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”, but will in no event be paid to the Certificateholders); however, certain of the Mortgage Loans allow the borrower to sell or otherwise transfer the related Mortgaged Property a limited number of times without paying an assumption fee.

Transfers resulting from the foreclosure of a pledge of the collateral for a mezzanine loan (if any) will also result in a permitted transfer. See “—Additional Indebtedness” below.

Defeasance; Collateral Substitution

The terms of forty-three (43) of the Mortgage Loans (the “Defeasance Loans”) (80.1%) permit the applicable borrower at any time (provided no event of default exists) after a specified period (the “Defeasance Lock-Out Period”) to obtain a release of a Mortgaged Property from the lien of the Mortgage Loan (a “Defeasance Option”) in connection with a defeasance. With respect to all of the Defeasance Loans, the Defeasance Lock-Out Period ends at least two years after the Closing Date.

As described under “—Prepayment Protections and Certain Involuntary Prepayments” above, one (1) of the Mortgage Loans (1.7%) is a YM/Defeasance Loan.

Exercise of a Defeasance Option is also generally conditioned on, among other things, (a) the borrower providing the mortgagee with at least 30 days prior written notice of the date on which such defeasance will occur (such date, the “Release Date”), and (b) the borrower (A) paying on any Release Date (i) all accrued and unpaid interest on the principal balance of the Mortgage Loan (or the related Whole Loan) up to and including the Release Date, (ii) all other sums (excluding scheduled interest or principal payments due following the Release Date) due under the Mortgage Loan (or Whole Loan, if applicable) and under all other loan documents executed in connection with the Defeasance Option, and (iii) an amount (the “Defeasance

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Deposit”) that will be sufficient to (x) purchase non-callable obligations of, or backed by the full faith and credit of, the United States of America or, in certain cases, other “government securities” (within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 and otherwise satisfying REMIC requirements for defeasance collateral), that provide payments (1) on or prior to, but as close as possible to, all successive scheduled due dates occurring during the period from the Release Date to the related maturity date (or to the first day of the open period for such Mortgage Loan) (or Whole Loan, if applicable) and (2) in amounts equal to the scheduled payments due on such due dates under the Mortgage Loan (or Whole Loan, if applicable), or under the defeased portion of the Mortgage Loan (or Whole Loan, if applicable) in the case of a partial defeasance, including in the case of a Mortgage Loan with a balloon payment due at maturity, the balloon payment, and (y) pay any costs and expenses incurred in connection with the purchase of such government securities, and (B) delivering a security agreement granting the issuing entity a first priority lien on the Defeasance Deposit and, in certain cases, the government securities purchased with the Defeasance Deposit and an opinion of counsel to such effect.

For additional information on Mortgage Loans that permit partial defeasance, see “—Partial Releases” below.

In general, if consistent with the related Mortgage Loan documents, a successor borrower established, designated or approved by the master servicer will assume the obligations of the related borrower exercising a Defeasance Option and the borrower will be relieved of its obligations under the Mortgage Loan. If a Mortgage Loan (or Whole Loan, if applicable) is partially defeased, if consistent with the related Mortgage Loan documents, generally the related promissory note will be split and only the defeased portion of the borrower’s obligations will be transferred to the successor borrower.

Partial Releases

The Mortgage Loans described below permit the release of one or more of the Mortgaged Properties or a portion of a single Mortgaged Property in connection with a partial defeasance, a partial prepayment, a partial substitution, or for no consideration in the case of parcels that are vacant, non-income producing or were not taken into account in the underwriting of the Mortgage Loan, subject to the satisfaction of certain specified conditions, including the REMIC requirements. Additionally, certain Mortgage Loans may permit the addition of real property to the Mortgage Loan collateral.

Partial Releases; Partial Defeasance

● With respect to the SoCal Retail Portfolio Mortgage Loan (5.8%), after the expiration of the related lockout period, the borrowers may obtain the release of any individual Mortgaged Property upon a bona fide sale to a third-party unaffiliated with the borrowers or the guarantor, subject to the satisfaction of certain conditions, including, among other things: (i) both immediately before and after such sale, no default or event of default is continuing; (ii) the borrowers have made a prepayment of principal in an amount equal to (a) 120% of the allocated loan amount for the Mortgaged Property to be released, along with any applicable yield maintenance premium, or (b) 110% of the allocated loan amount for the Mortgaged Property to be released, along with any applicable yield maintenance premium, if the debt yield for all the remaining Mortgaged Properties is at least 10.25%; (iii) after giving effect to such release, the debt yield for all of the remaining Mortgaged Properties is no less than the greater of (a) the lesser of (x) the debt yield immediately preceding such release and (y) 10.0% and (b) 9.25%; and (iv) delivery of a REMIC opinion.

● With respect to the SoCal Retail Portfolio Mortgage Loan (5.8%), in connection with an arms’ length sale of one or more Mortgaged Properties to an unaffiliated third party, the related Whole Loan documents grant the borrowers the one-time right to request the lender’s consent to a severance of the Whole Loan and partial assumption of the Whole Loan by such third-party (a “Partial Transfer and Assumption”), whereby the related Whole Loan would be severed into (i) one or more new loans that will be assumed by such third-party and secured by the Mortgaged Properties being transferred (the “New Severed Loan”) and (ii) a loan secured by the Mortgaged Properties retained by the borrowers following such sale (the “Existing Severed Loan”), each in the principal amount

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corresponding to the sum of the allocated loan amounts of the Mortgaged Properties securing each such loan. The lender’s consent to such request may be withheld in its reasonable discretion and will be subject to the satisfaction of certain conditions, including, among other things: (i) the borrowers’ prepayment of principal in an amount equal to 20% of the principal amount of the New Severed Loan, unless the debt yield of the Whole Loan immediately preceding the Partial Transfer and Assumption is greater than or equal to 10.25%, in which case the prepayment amount will be equal to 10% of the principal amount of the New Severed Loan, together with any applicable yield maintenance premium; (ii) the borrowers’ delivery of an assumption fee in an amount equal to (a) 0.25% of the amount of the New Severed Loan and (b) 1% of the amount of the New Severed Loan for each subsequent Partial Transfer and Assumption; (iii) the weighted average of the remaining unexpired lease terms in the pool of Mortgaged Properties securing the New Severed Loan is greater than the weighted average of the remaining unexpired lease terms in the pool of Mortgaged Properties securing the Existing Severed Loan; (iv) after giving effect to the Partial Transfer and Assumption, the New Severed Loan and the Existing Severed Loan each have (a) a debt yield no less than the greater of (x) the debt yield of the related Whole Loan immediately preceding the Partial Transfer and Assumption and (y) 9.25%; (b) a loan-to-value ratio no greater than 65%; and (c) a debt service coverage ratio no less than 2.28x; and (v) satisfaction of customary REMIC requirements. Upon a Partial Transfer and Assumption, the lender, the existing borrowers and guarantor and any borrower and guarantor under the New Severed Loan are required to enter into a severance agreement and such amendments, modifications or restatements of the related Whole Loan documents and such new loan documents and guaranties as may be required by the lender in order to evidence such Partial Transfer and Assumption and the existence of the New Severed Loan. Additionally, the related co-lender agreement requires the holders of the Mortgage Loan and the related Companion Loans to cooperate (i) to execute amendments to the related co-lender agreement to reflect the Mortgaged Properties securing the Existing Severed Loan following such Partial Transfer and Assumption and the reduction in the principal balances of the promissory notes evidencing the Existing Severed Loan in an amount corresponding to the principal amount of the New Severed Loan and (ii) to execute a separate co-lender agreement with respect to the New Severed Loan on terms substantially similar to those in the existing related co-lender agreement.

● With respect to the Bushwick Avenue Portfolio—871 Bushwick Avenue Mortgaged Property (1.2%), at any time after the earlier of (i) August 9, 2022 or (ii) the second anniversary of the last securitization of any note comprising the Bushwick Avenue Portfolio Whole Loan, the borrower may obtain the release of the Mortgaged Property by defeasing an amount equal to the greatest of: (i) 115% of the allocated loan amount for such Mortgaged Property, (ii) an amount which would result in the debt service coverage ratio as calculated under the Bushwick Avenue Portfolio Whole Loan documents on the remaining properties being greater than or equal to 1.60x after giving effect to such release, (iii) an amount which would result in the loan-to-value ratio as calculated under the Bushwick Avenue Portfolio Whole Loan documents on the then remaining properties being less than or equal to 65.0% after giving effect to such release, (iv) an amount which would result in the debt yield as calculated under the Bushwick Avenue Portfolio Whole Loan documents on the remaining properties being greater than or equal to 7.0% after giving effect to such release or (v) an amount as may be required such that the release will not cause the related securitization trust to fail to qualify as a REMIC after giving effect to such release.

● With respect to the Quebec Square at Stapleton Mortgage Loan (3.2%), from and after the date that is two years after the Closing Date, the borrower has the right to obtain the release of one or more of the parcels currently leased to Buffalo Wild Wings, Sprint, Fresnius Medical Care, Panera Bread, AT&T or Moneytree in connection with a bona fide sale of one or more of such parcels to an unaffiliated third party, subject to the satisfaction of certain conditions, including, among others: (i) the debt yield following such release is not less than the greater of (x) the debt yield immediately preceding such partial release and (y) 11.63%, (ii) payment of a release price (together with any applicable yield maintenance premium) equal to the greater of (x) 110% of the allocated loan amount attributable to such parcels and (y) 90% of the net sales proceeds and (iii) such parcels collectively represent 15% or less of the gross rents at the Mortgaged Property as of the origination date. The allocated loan amounts attributable to the parcels leased to Buffalo Wild Wings, Sprint,

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Fresnius Medical Care, Panera Bread, AT&T and Moneytree are $1,469,705, $1,193,400, $2,323,327, $3,905,429, $3,340,854 and $1,867,920, respectively.

● With respect to the East Village Multifamily Portfolio Mortgage Loan (2.9%), on any payment date after the lockout period, the borrowers may obtain the release of any individual Mortgaged Property from the lien of the Mortgage Loan upon a bona fide third-party sale, subject to the satisfaction of certain conditions, including, but not limited to: (a) the borrowers defease an amount of principal equal to the greater of (i) 100% of the net sales proceeds with respect to such Mortgaged Property and (ii) 115.0% of the allocated loan amount for such Mortgaged Property; (b) if after taking into account the partial defeasance, the loan-to-value ratio of the remaining Mortgaged Properties is greater than 125.0% (based solely on the value of real property and excluding personal property and going concern value, if any), the principal balance of the Mortgage Loan will be further defeased by an amount such that the related loan-to-value ratio is no more than 125.0%; (c) after giving effect to such release and defeasance, the debt yield for the remaining Mortgaged Properties is no less than the greater of (i) the debt yield immediately preceding such release and (ii) 7.00%; and (d) after giving effect to such release and defeasance, the loan-to-value ratio for the remaining Mortgaged Properties is no more than the lesser of (i) the loan-to-value ratio immediately preceding such sale and (ii) 61.16%. In addition, the Mortgage Loan documents provide that the borrowers may after the lockout period, and before July 6, 2029, voluntarily defease a portion of the principal, upon the satisfaction of certain conditions including, but not limited to, the borrower’s delivery of a REMIC opinion.

● With respect to the USAA Office Portfolio Mortgage Loan (1.7%), provided that no event of default is continuing, the borrowers have the right at any time from and after July 6, 2020, to obtain the release of a single Mortgaged Property subject to the satisfaction of certain conditions, including, among others: (i) the borrowers’ prepayment (together with any applicable yield maintenance premium) in an amount equal to the greater of (x) 110% of the Allocated Cut-off Date Loan Amount for the applicable Mortgaged Property or (y) the portion of the net proceeds received by the borrowers in connection with the sale of such Mortgaged Property that when applied to the repayment of the Mortgage Loan would result in a loan-to-value ratio of not greater than 60% (based on a newly acquired appraisal of the applicable Mortgaged Properties), (ii) after giving effect to such release, the debt yield (as calculated under the Mortgage Loan documents) for the 12-month period ending on the last day of the most recent fiscal quarter, is no less than the greater of (x) 8.3% and (y) the debt yield (as calculated under the Mortgage Loan documents) immediately prior to such release, (iii) delivery of a rating agency confirmation and (iv) delivery of a REMIC opinion.

Furthermore, some of the Mortgage Loans permit the release or substitution of specified parcels of real estate or improvements that secure the Mortgage Loans but were not assigned any material value or considered a source of any material cash flow for purposes of determining the related Appraised Value or Underwritten Net Cash Flow or considered material to the use or operation of the property, or permit the general right to release as yet unidentified parcels if they are non-income producing so long as such release does not materially adversely affect the use or value of the remaining property, among other things. Such real estate may be permitted to be released, subject to certain REMIC rules, without payment of a release price and consequent reduction of the principal balance of the subject Mortgage Loan or substitution of additional collateral if zoning and other conditions are satisfied. We cannot assure you that the development of a release parcel, even if approved by the special servicer as having no material adverse effect to the remaining property, may not for some period of time either disrupt operations or lessen the value of the remaining property.

See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions”.

Substitutions

With respect to the SoCal Retail Portfolio Mortgage Loan (5.8%), the Mortgage Loan documents permit the borrowers to obtain the release of a Mortgaged Property from the lien of the mortgage and the release of

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the borrowers’ obligations under the Mortgage Loan documents with respect to such released Mortgaged Property by simultaneously substituting another Mortgaged Property for the released Mortgaged Property, subject to the satisfaction of certain conditions, including, among other things, that: (i) no monetary event of default is continuing; (ii) the allocated loan amounts for all Mortgaged Properties substituted (taking into account the allocated loan amount for the Mortgaged Property which is the subject of a current substitution request) may not exceed 20% of the original principal balance of the related Whole Loan; (iii) such substitution would not occur in the 12 month period prior to the stated maturity date of the related Whole Loan; (iv) after giving effect to such substitution, the debt service coverage ratio for all remaining Mortgaged Properties is greater than or equal to the debt service coverage ratio for all of the Mortgaged Properties immediately prior to such substitution; (v) the borrowers deliver to the lender an appraisal with respect to the released Mortgaged Property and the substitute Mortgaged Property indicating that the appraised value of the substitute Mortgaged Property is greater than or equal to 110% of the appraised value of the released Mortgaged Property; and (vi) the lender receives a REMIC opinion. Moreover, if two substitutions have previously been requested by the borrowers, any additional substitutions will only be permitted by the lender in its sole discretion.

See “Risk Factors—Risks Relating to the Mortgage Loans—Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions”.

Escrows

Forty-three (43) of the Mortgage Loans (87.7%) provide for monthly or upfront escrows to cover ongoing replacements and capital repairs.

Twenty-two (22) of the Mortgage Loans (74.4%) that are secured, in whole or in part, by office, retail, industrial or mixed use properties, provide for upfront or monthly escrows (or credit) for the full term or a portion of the term of the related Mortgage Loan to cover anticipated re-leasing costs, including tenant improvements and leasing commissions or other lease termination or occupancy issues. Such escrows are typically considered for office, retail, industrial and mixed use properties only.

Forty-one (41) of the Mortgage Loans (77.9%) provide for monthly or upfront escrows to cover property taxes on the Mortgaged Properties.

Thirty-three (33) of the Mortgage Loans (58.4%) provide for monthly or upfront escrows to cover insurance premiums on the Mortgaged Properties.

With respect to the Dorel Laredo Mortgage Loan (3.5%), the related borrower deposited $2,000,000 into an earnout reserve at origination. The Mortgage Loan documents provide that the lender will be required to apply the funds in such reserve to prepay a portion of the Mortgage Loan, and the borrower will be required to pay the yield maintenance premium applicable thereto, in the event that by October 6, 2021, the following performance standard has not been achieved: (i) no event of default or cash management period under the Mortgage Loan documents has occurred and is continuing; and (ii) the debt yield is at least 8.00%.

Many of the Mortgage Loans provide for other escrows and reserves, including, in certain cases, reserves for debt service, operating expenses, vacancies at the related Mortgaged Property and other shortfalls or reserves to be released under circumstances described in the related Mortgage Loan documents.

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Mortgaged Property Accounts

Lockbox Accounts

The Mortgage Loan documents prescribe the manner in which the related borrowers are permitted to collect rents from tenants at each Mortgaged Property. The following table sets forth the manner in which tenant rent is transferred to a lockbox account, in some cases, only upon the occurrence of a trigger event:

Lockbox Account Types

Lockbox Type	Number of Mortgage Loans	Aggregate Cut-off Date Balance	Approx. % of Initial Pool Balance
Hard	15	$349,550,569	40.4	%
Springing	21	344,271,586	39.8
Soft	7	84,213,805	9.7
Soft (Residential) / Hard (Nonresidential)	2	60,000,000	6.9
None	4	26,200,000	3.0
Total	49	$864,235,961	100.0	%

For certain Mortgage Loans, the related borrower may choose to enter into a master lease with the guarantor of the Mortgage Loan in lieu of establishing a restricted lockbox account. See “—Affiliated Leases” above.

The lockbox accounts will not be assets of the issuing entity. See “Description of the Mortgage Pool—Certain Calculations and Definitions—Definitions” or Annex A-1 to this prospectus for a description of lockbox and cash management accounts.

Exceptions to Underwriting Guidelines

See “Transaction Parties—The Sponsors and Mortgage Loan Sellers—Goldman Sachs Mortgage Company—Goldman Originator’s Underwriting Guidelines and Processes—Exceptions to Goldman Originator’s Disclosed Underwriting Guidelines”, “—Argentic Real Estate Finance LLC—Argentic’s Underwriting Standards and Processes—Exceptions” and “—Starwood Mortgage Capital LLC—SMC’s Underwriting Guidelines and Processes—Exceptions to SMC’s Disclosed Underwriting Guidelines”.

Additional Indebtedness

General

The Mortgage Loans generally prohibit borrowers from incurring any additional debt secured by their Mortgaged Property without the consent of the lender. However:

● substantially all of the Mortgage Loans permit the related borrower to incur limited indebtedness in the ordinary course of business that is not secured by the related Mortgaged Property;

● the borrowers under certain of the Mortgage Loans have incurred and/or may incur in the future unsecured debt other than in the ordinary course of business;

● any borrower that is not required pursuant to the terms of the applicable Mortgage Loan documents to meet single purpose entity criteria may not be restricted from incurring unsecured debt or mezzanine debt;

● the terms of certain Mortgage Loans permit the borrowers to post letters of credit and/or surety bonds for the benefit of the mortgagee under the Mortgage Loans, which may constitute a contingent reimbursement obligation of the related borrower or an affiliate. The issuing bank or surety will not typically agree to subordination and standstill protection benefiting the mortgagee;

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● although the Mortgage Loans generally place certain restrictions on incurring mezzanine debt by the pledging of general partnership and managing member equity interests in a borrower, such as specific percentage or control limitations, the terms of the Mortgage Loan documents generally permit, subject to certain limitations, the pledge of the limited partnership or non-managing membership equity interests in a borrower or less than a controlling interest of any other equity interests in a borrower; and

● certain of the Mortgage Loans do not restrict the pledging of ownership interests in the borrower, but do restrict the transfer of ownership interests in a borrower by imposing limitations on transfer of control or a specific percentage of ownership interests.

Whole Loans

Certain Mortgage Loans are subject to the rights of a holder of one or more related Companion Loans, as further described in “—The Whole Loans” below.

Mezzanine Indebtedness

Although the Mortgage Loans generally place certain restrictions on incurring mezzanine debt by the pledging of general partnership and managing member equity interests in a borrower, such as specific percentage or control limitations, the terms of the Mortgages generally permit, subject to certain limitations, the pledge of less than a controlling portion of the limited partnership or non-managing membership equity interests in a borrower. Certain Mortgage Loans described below permit the incurrence of mezzanine debt subject to satisfaction of certain conditions including a certain maximum combined loan-to-value ratio and/or a minimum combined debt service coverage ratio, and in some cases mezzanine debt is already in place. Also, certain of the Mortgage Loans do not restrict the pledging of ownership interests in the related borrower, but do restrict the transfer of ownership interests in a borrower by imposing limitations on transfer of control or a specific percentage of ownership interests. In addition, in general, a borrower (or its direct or indirect owners) that does not meet single-purpose entity criteria may not be restricted in any way from incurring mezzanine debt.

The Mortgage Loans generally place certain restrictions on the transfer and/or pledging of general partnership and managing member equity interests in a borrower such as specific percentage or control limitations as described under “—Certain Terms of the Mortgage Loans—‘Due-On-Sale’ and ‘Due-On-Encumbrance’ Provisions” above. Certain of the Mortgage Loans do not prohibit the pledge by direct or indirect owners of the related borrower of equity distributions that may be made from time to time by the borrower to its equity owners.

With respect to the Mortgage Loans listed in the following chart, the direct and indirect equity owners of the borrower are permitted to incur future mezzanine debt, subject to the satisfaction of conditions contained in the related Mortgage Loan documents, including, among other things, a combined maximum loan-to-value ratio, a combined minimum debt service coverage ratio and/or a combined minimum debt yield, as listed in the following chart and determined in accordance with the related Mortgage Loan documents:

Mortgage Loan Name(1)	Mortgage Loan Cut-off Date Balance	Combined Maximum LTV Ratio	Combined Minimum DSCR	Intercreditor Agreement Required
New Jersey Center of Excellence	$36,480,000	N/A	2.50x	Yes
Hotel Clermont	$22,000,000	65.0%	N/A(2)	Yes
CubeSmart North Bergen	$14,500,000	80.0%	1.25x	Yes
Windgate Crossing	$12,500,000	70.0%	N/A	Yes

(1) Future mezzanine debt permitted in connection with the sale of the related Mortgaged Property and assumption of the related Mortgage Loan.

(2) The combined debt service coverage ratio (as defined in the Mortgage Loan documents) must not be less than the debt service coverage ratio (as defined in the Mortgage Loan documents) of the Mortgage Loan on the related origination date.

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The specific rights of the related mezzanine lender with respect to any such future mezzanine loan will be specified in the related intercreditor agreement and may include certain cure and repurchase rights of the mezzanine lender. The intercreditor required to be entered into in connection with any future mezzanine loan will be subject to receipt of a Rating Agency Confirmation. The direct and/or indirect owners of a borrower under a Mortgage Loan are also generally permitted to pledge their interest in such borrower as security for a mezzanine loan in circumstances where the ultimate transfer of such interest to the mezzanine lender would be a permitted transfer under the related Mortgage Loan documents.

Generally, upon a default under a mezzanine loan, subject to the terms of any applicable intercreditor or subordination agreement, the holder of the mezzanine loan would be entitled to foreclose upon the equity in the related borrower, which has been pledged to secure payment of such debt. Although this transfer of equity may not trigger the due-on-sale clause under the related Mortgage Loan, it could cause a change in control of the borrower and/or cause the obligor under the mezzanine loan to file for bankruptcy, which could negatively affect the operation of the related Mortgaged Property and the related borrower’s ability to make payments on the related Mortgage Loan in a timely manner.

See “Risk Factors—Risks Relating to the Mortgage Loans—Other Financings or Ability To Incur Other Indebtedness Entails Risk”.

The Whole Loans

General

Each of the SoCal Retail Portfolio Mortgage Loan, the New Jersey Center of Excellence Mortgage Loan, the Millennium Park Plaza Mortgage Loan, the 19100 Ridgewood Mortgage Loan, the Bushwick Avenue Portfolio Mortgage Loan, the Washington Avenue Portfolio Mortgage Loan, the Hilton Portfolio Mortgage Loan, the Grand Canal Shoppes Mortgage Loan, the East Village Multifamily Portfolio Mortgage Loan, the USAA Office Portfolio Mortgage Loan and the American Metro Center Mortgage Loan is part of a Whole Loan consisting of such Mortgage Loan and the related Pari Passu Companion Loan(s) and/or in certain cases, the related Subordinate Companion Loan(s). In connection with each Whole Loan, the rights between the trustee on behalf of the issuing entity and the holder(s) of the related Companion Loan(s) (the “Companion Loan Holder” or “Companion Loan Holders”) are generally governed by a co-lender agreement (each, a “Co-Lender Agreement”). With respect to each of the Whole Loans, the related Mortgage Loan and the related Companion Loan(s) are cross-collateralized and cross-defaulted.

The following terms are used in reference to the Whole Loans:

“AB Whole Loan” means the Grand Canal Shoppes Whole Loan.

“American Metro Center PSA” means the pooling and servicing agreement governing the servicing of the American Metro Center Whole Loan following the applicable Servicing Shift Securitization Date.

“CF 2019-CF2 PSA” means the pooling and servicing agreement governing the servicing of the Bushwick Avenue Portfolio Whole loan and the Hilton Portfolio Whole Loan.

“CGCMT 2019-GC41 PSA” means the pooling and servicing agreement governing the servicing of the Millennium Park Plaza Whole Loan and the USAA Office Portfolio Whole Loan.

“Control Note” means, 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 “Control Note/Non-Control Note” in the table below titled “Whole Loan Control Notes and Non-Control Notes”.

“Controlling Companion Loan” means, with respect to the any Servicing Shift Whole Loan, the related Pari Passu Companion Loan related to which, upon the securitization of such Pari Passu Companion Loan, servicing is expected to shift to the Servicing Shift PSA entered into in connection with such securitization.

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Argentic or an affiliate thereof is currently the holder of the “Controlling Companion Loan” with respect to each of the East Village Multifamily Portfolio Whole Loan and the American Metro Center Whole Loan.

“Controlling Holder” means, with respect to any Whole Loan, the holder of the related Control Note. As of the Closing Date, the Controlling Holder with respect to each Whole Loan will be the holder listed next to the related Control Note in the column “Note Holder” in the table below titled “Whole Loan Control Notes and Non-Control Notes”.

“East Village Multifamily Portfolio PSA” means the pooling and servicing agreement governing the servicing of the East Village Multifamily Portfolio Whole Loan following the applicable Servicing Shift Securitization Date.

“GSMS 2019-GC42 PSA” means the pooling and servicing agreement governing the servicing of the 19100 Ridgewood Whole Loan and the New Jersey Center of Excellence Whole Loan.

“MSC 2019-H7 PSA” means the pooling and servicing agreement governing the servicing of the SoCal Retail Portfolio Whole Loan and the Grand Canal Shoppes Whole Loan.

“Non-Control Note” means, 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 as the “Non-Control Notes” in the column “Control Note/Non-Control Note” in the table below titled “Whole Loan Control Notes and Non-Control Notes”.

“Non-Controlling Holder” means, with respect to any Whole Loan, the holder 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 below titled “Whole Loan Control Notes and Non-Control Notes”.

“Non-Serviced AB Whole Loan” means the Grand Canal Shoppes Whole Loan.

“Non-Serviced Certificate Administrator” means, with respect to any Non-Serviced Whole Loan, the certificate administrator under the related Non-Serviced PSA.

“Non-Serviced Co-Lender Agreement” means, with respect to any Non-Serviced Whole Loan, the related co-lender agreement.

“Non-Serviced Companion Loan” means each of the Companion Loans identified as “Non-Serviced” under the column titled “Mortgage Loan Type” in the table titled “Whole Loan Control Notes and Non-Control Notes” below.

“Non-Serviced Custodian” means with respect to any Non-Serviced Whole Loan, the custodian (or its equivalent) under the related Non-Serviced PSA.

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

“Non-Serviced Master Servicer” means, with respect to any Non-Serviced Whole Loan, the master servicer under the related Non-Serviced PSA.

“Non-Serviced Mortgage Loan” means each of the Mortgage Loans identified as “Non-Serviced” under the column titled “Mortgage Loan Type” in the table titled “Whole Loan Control Notes and Non-Control Notes” below and, after the applicable Servicing Shift Securitization Date, the related Servicing Shift Mortgage Loan.

“Non-Serviced Pari Passu Companion Loan” means each of the Companion Loans identified as “Non-Serviced” (or “Servicing Shift” after the related Servicing Shift Securitization Date) under the column

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titled “Mortgage Loan Type” in the table titled “Whole Loan Control Notes and Non-Control Notes” below that is pari passu in right of payment with the related Mortgage Loan.

“Non-Serviced Pari Passu Whole Loan” means each of the Whole Loans identified as “Non-Serviced” under the column titled “Mortgage Loan Type” in the table titled “Whole Loan Control Notes and Non-Control Notes” below with one or more Non-Serviced Pari Passu Companion Loans and no Subordinate Companion Loans and, after the applicable Servicing Shift Securitization Date, the related Servicing Shift Whole Loan.

“Non-Serviced PSA” means each of the pooling and servicing agreements identified under the column titled “Non-Serviced PSA” in the table titled “Whole Loan Control Notes and Non-Control Notes” below.

“Non-Serviced Securitization Trust” means a securitization trust that is created and governed by a Non-Serviced PSA.

“Non-Serviced Special Servicer” means, with respect to any Non-Serviced Whole Loan, the special servicer under the related Non-Serviced PSA.

“Non-Serviced Subordinate Companion Loan” means the Grand Canal Shoppes Subordinate Companion Loan.

“Non-Serviced Trustee” means, with respect to any Non-Serviced Whole Loan, the trustee under the related Non-Serviced PSA.

“Non-Serviced Whole Loan” means each of the Non-Serviced Pari Passu Whole Loans, the Non-Serviced AB Whole Loans and, after the related Servicing Shift Securitization Date, the related Servicing Shift Whole Loan.

“Serviced Companion Loan” means each of the Serviced Pari Passu Companion Loans.

“Serviced Mortgage Loan” means each of the Mortgage Loans other than any Non-Serviced Mortgage Loan.

“Serviced Pari Passu Companion Loan” means each of the Companion Loans identified as “Serviced” (or “Servicing Shift” prior to the related Servicing Shift Securitization Date) under the column titled “Mortgage Loan Type” in the table titled “Whole Loan Control Notes and Non-Control Notes” below that is pari passu in right of payment with the related Mortgage Loan.

“Serviced Pari Passu Mortgage Loan” means each Mortgage Loan related to a Serviced Pari Passu Whole Loan.

“Serviced Pari Passu Whole Loan” means each of the Whole Loans identified as “Serviced” under the column titled “Mortgage Loan Type” with one or more Serviced Pari Passu Companion Loans and no Serviced Subordinate Companion Loan in the table titled “Whole Loan Control Notes and Non-Control Notes” below and, prior to the related Servicing Shift Securitization Date, the related Servicing Shift Whole Loan.

“Serviced Whole Loan” means each of the Whole Loans identified as “Serviced” under the column titled “Mortgage Loan Type” in the table titled “Whole Loan Control Notes and Non-Control Notes” below and, prior to the related Servicing Shift Securitization Date, the related Servicing Shift Whole Loan.

“Servicing Shift Mortgage Loan” means each of the East Village Multifamily Portfolio Mortgage Loan and the American Metro Center Mortgage Loan.

“Servicing Shift PSA” means (i) with respect to the East Village Multifamily Portfolio Mortgage Loan, the East Village Multifamily Portfolio PSA, and (ii) with respect to the American Metro Center Mortgage Loan, the American Metro Center PSA.

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“Servicing Shift Securitization Date” means, with respect to each Servicing Shift Whole Loan, the closing date of the securitization of the related Controlling Companion Loan.

“Servicing Shift Whole Loan” means any Whole Loan serviced under the PSA as of the Closing Date, which includes the Servicing Shift Mortgage Loans, included in the issuing entity and one or more Pari Passu Companion Loans not included in the issuing entity, but the servicing of which is expected to shift to the applicable Servicing Shift PSA entered into in connection with the securitization of the related Controlling Companion Loan on and after the related Servicing Shift Securitization Date.

“Subordinate Companion Loan” means the Grand Canal Shoppes Subordinate Companion Loan.

“Whole Loan” means each of the SoCal Retail Portfolio Whole Loan, the New Jersey Center of Excellence Whole Loan, the Millennium Park Plaza Whole Loan, the 19100 Ridgewood Whole Loan, the Bushwick Avenue Portfolio Whole Loan, the Washington Avenue Portfolio Whole Loan, the Hilton Portfolio Whole Loan, the Grand Canal Shoppes Whole Loan, the East Village Multifamily Portfolio Whole Loan, the USAA Office Portfolio Whole Loan and the American Metro Center Whole Loan, as the context may require and as applicable.

The table below provides certain information with respect to each Mortgage Loan that has a corresponding Companion Loan:

Whole Loan Summary

Mortgage Loan Name	Mortgage Loan Cut-off Date Balance	% of Initial Pool Balance	Aggregate Pari Passu Companion Loan Cut-off Date Balance	Aggregate Subordinate Companion Loan Cut-off Date Balance	Mortgage Loan Cut-off Date LTV Ratio(1)	Whole Loan Cut-off Date LTV Ratio(2)	Mortgage Loan Underwritten NCF DSCR(1)	Whole Loan Underwritten NCF DSCR(2)
SoCal Retail Portfolio	$50,000,000	5.8%	$164,785,000	N/A	52.0%	52.0%	2.28x	2.28x
New Jersey Center of Excellence	$36,480,000	4.2%	$54,720,000	N/A	59.6%	59.6%	3.24x	3.24x
Millennium Park Plaza	$35,000,000	4.0%	$175,000,000	N/A	65.8%	65.8%	2.01x	2.01x
19100 Ridgewood	$35,000,000	4.0%	$105,000,000	N/A	69.8%	69.8%	2.42x	2.42x
Bushwick Avenue Portfolio	$35,000,000	4.0%	$95,000,000	N/A	65.0%	65.0%	1.81x	1.81x
Hilton Portfolio	$26,000,000	3.0%	$42,000,000	N/A	61.8%	61.8%	2.05x	2.05x
Washington Avenue Portfolio	$26,000,000	3.0%	$13,000,000	N/A	64.3%	64.3%	2.95x	2.95x
Grand Canal Shoppes	$25,000,000	2.9%	$735,000,000	$215,000,000	46.3%	59.5%	2.46x	1.67x
East Village Multifamily Portfolio	$25,000,000	2.9%	$60,500,000	N/A	61.2%	61.2%	2.07x	2.07x
USAA Office Portfolio	$15,000,000	1.7%	$227,400,000	N/A	63.8%	63.8%	2.84x	2.84x
American Metro Center	$13,200,000	1.5%	$20,000,000	N/A	68.3%	68.3%	1.66x	1.66x

(1) Calculated including the related Pari Passu Companion Loan(s) but excluding any related Subordinate Companion Loan(s).

(2) Calculated including the related Pari Passu Companion Loan(s) and any related Subordinate Companion Loan(s).

Whole Loan Control Notes and Non-Control Notes

Mortgage Loan	Mortgage Loan Type	Non-Serviced PSA/TSA	Note Name	Control Note / Non-Control Note	Note Type	Note Origination Date Balance	Note Holder(1)
SoCal Retail Portfolio	Non-Serviced	MSC 2019-H7 PSA	A-1	Control Note	Pari Passu	$40,000,000	MSC 2019-H7
			A-2	Non-Control Note	Pari Passu	$40,000,000	MSC 2019-H6
			A-3	Non-Control Note	Pari Passu	$40,000,000	WFCM 2019-C52
			A-4	Non-Control Note	Pari Passu	$35,000,000	GSMS 2019-GSA1
			A-5	Non-Control Note	Pari Passu	$20,000,000	MSC 2019-H7
			A-6	Non-Control Note	Pari Passu	$15,000,000	GSMS 2019-GSA1
			A-7	Non-Control Note	Pari Passu	$15,000,000	MSC 2019-H6
			A-8	Non-Control Note	Pari Passu	$9,785,000	MSC 2019-H6
New Jersey Center of Excellence	Non-Serviced	GSMS 2019-GC42 PSA	A-1	Control Note	Pari Passu	$54,720,000	GSMS 2019-GC42
			A-2	Non-Control Note	Pari Passu	$36,480,000	GSMS 2019-GSA1
Millennium Park Plaza	Non-Serviced	CGCMT 2019-GC41 PSA	A-1	Control Note	Pari Passu	$70,000,000	CGCMT 2019-GC41
			A-2	Non-Control Note	Pari Passu	$30,000,000	GSMS 2019-GC42
			A-3	Non-Control Note	Pari Passu	$40,000,000	GS Bank

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Mortgage Loan	Mortgage Loan Type	Non-Serviced PSA/TSA	Note Name	Control Note / Non-Control Note	Note Type	Note Origination Date Balance	Note Holder(1)
Millennium Park Plaza	Non-Serviced	CGCMT 2019-GC41 PSA	A-4	Non-Control Note	Pari Passu	$35,000,000	GSMS 2019-GSA1
			A-5	Non-Control Note	Pari Passu	$20,000,000	GS Bank
			A-6	Non-Control Note	Pari Passu	$10,000,000	GS Bank
			A-7	Non-Control Note	Pari Passu	$5,000,000	GS Bank
19100 Ridgewood	Non-Serviced	GSMS 2019-GC42 PSA	A-1	Control Note	Pari Passu	$55,000,000	GSMS 2019-GC42
			A-2	Non-Control Note	Pari Passu	$30,000,000	GS Bank
			A-3	Non-Control Note	Pari Passu	$35,000,000	GSMS 2019-GSA1
			A-4	Non-Control Note	Pari Passu	$20,000,000	GS Bank
Bushwick Avenue Portfolio	Non-Serviced	CF 2019-CF2 PSA	A-1	Control Note	Pari Passu	$36,000,000	CF 2019-CF2
			A-2	Non-Control Note	Pari Passu	$35,000,000	GSMS 2019-GSA1
			A-3	Non-Control Note	Pari Passu	$20,000,000	Starwood Mortgage Funding II LLC
			A-4	Non-Control Note	Pari Passu	$20,000,000	Starwood Mortgage Funding II LLC
			A-5	Non-Control Note	Pari Passu	$19,000,000	Starwood Mortgage Funding II LLC
Hilton Portfolio	Non-Serviced	CF 2019-CF2 PSA	A-1	Control Note	Pari Passu	$30,000,000	CF 2019-CF2
			A-2	Non-Control Note	Pari Passu	$26,000,000	GSMS 2019-GSA1
			A-3	Non-Control Note	Pari Passu	$12,000,000	Starwood Mortgage Funding II LLC
Washington Avenue Portfolio	Serviced	N/A	A-1	Control Note	Pari Passu	$26,000,000	GSMS 2019-GSA1
			A-2	Non-Control Note	Pari Passu	$13,000,000	SPREF WH III LLC
Grand Canal Shoppes	Non-Serviced	MSC 2019-H7 PSA	A-1-1	Non-Control Note(4)	Pari Passu	$60,000,000	MSC 2019-H7
			A-1-2	Non-Control Note	Pari Passu	$50,000,000	BANK 2019-BNK19
			A-1-3	Non-Control Note	Pari Passu	$40,000,000	MSBNA
			A-1-4	Non-Control Note	Pari Passu	$40,000,000	BANK 2019-BNK21
			A-1-5	Non-Control Note	Pari Passu	$13,846,154	MSBNA
			A-1-6	Non-Control Note	Pari Passu	$10,000,000	MSC 2019-H7
			A-1-7	Non-Control Note	Pari Passu	$10,000,000	BANK 2019-BNK20
			A-1-8	Non-Control Note	Pari Passu	$10,000,000	BANK 2019-BNK20
			A-2-1	Non-Control Note	Pari Passu	$50,000,000	BANK 2019-BNK19
			A-2-2-1	Non-Control Note	Pari Passu	$20,000,000	BANK 2019-BNK20
			A-2-2-2	Non-Control Note	Pari Passu	$30,000,000	CSAIL 2019-C17
			A-2-3	Non-Control Note	Pari Passu	$40,000,000	UBS 2019-C17
			A-2-4	Non-Control Note	Pari Passu	$25,000,000	UBS AG
			A-2-5	Non-Control Note	Pari Passu	$10,384,615	UBS 2019-C17
			A-3-1	Non-Control Note	Pari Passu	$50,000,000	BMARK 2019-B12
			A-3-2	Non-Control Note	Pari Passu	$50,000,000	BMARK 2019-B13
			A-3-3	Non-Control Note	Pari Passu	$40,000,000	JPMCB
			A-3-4	Non-Control Note	Pari Passu	$25,000,000	CF 2019-CF2
			A-3-5	Non-Control Note	Pari Passu	$10,384,615	JPMCB
			A-4-1	Non-Control Note	Pari Passu	$60,000,000	CGCMT 2019-GC41

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Mortgage Loan	Mortgage Loan Type	Non-Serviced PSA/TSA	Note Name	Control Note / Non-Control Note	Note Type	Note Origination Date Balance	Note Holder(1)
Grand Canal Shoppes	Non-Serviced	MSC 2019-H7 PSA	A-4-2	Non-Control Note	Pari Passu	$60,000,000	GS Bank
			A-4-3	Non-Control Note	Pari Passu	$20,000,000	GSMS 2019-GC42
			A-4-4	Non-Control Note	Pari Passu	$25,000,000	GSMS 2019-GSA1
			A-4-5	Non-Control Note	Pari Passu	$10,384,615	GS Bank
			B	Control Note(4)	Subordinate	$215,000,000	CPPIB Credit Investments II Inc.
East Village Multifamily Portfolio	Servicing Shift(2)	N/A	A-1	Control Note	Pari Passu	$25,500,000	SPREF WH III LLC
			A-2	Non-Control Note	Pari Passu	$20,000,000	SPREF WH III LLC
			A-3	Non-Control Note	Pari Passu	$15,000,000	SPREF WH III LLC
			A-4	Non-Control Note	Pari Passu	$10,000,000	GSMS 2019-GSA1
			A-5	Non-Control Note	Pari Passu	$10,000,000	GSMS 2019-GSA1
			A-6	Non-Control Note	Pari Passu	$5,000,000	GSMS 2019-GSA1
USAA Office Portfolio	Non-Serviced	CGCMT 2019-GC41 PSA	A-1	Control Note	Pari Passu	$62,400,000	CGCMT 2019-GC41
			A-2	Non-Control Note	Pari Passu	$45,000,000	GSMS 2019-GC42
			A-3	Non-Control Note	Pari Passu	$30,000,000	GS Bank
			A-4	Non-Control Note	Pari Passu	$45,000,000	GS Bank
			A-5	Non-Control Note	Pari Passu	$15,000,000	GSMS 2019-GSA1
			A-6	Non-Control Note	Pari Passu	$30,000,000	GS Bank
			A-7	Non-Control Note	Pari Passu	$10,000,000	GS Bank
			A-8	Non-Control Note	Pari Passu	$5,000,000	GS Bank
American Metro Center	Servicing Shift(3)	N/A	A-1	Control Note	Pari Passu	$20,000,000	SPREF WH III LLC
			A-2	Non-Control Note	Pari Passu	$13,200,000	GSMS 2019-GSA1

(1) The identification of a securitization trust means we have identified another securitization trust that has closed or as to which a preliminary prospectus (or preliminary offering circular) or final prospectus (or final offering circular) has printed that has or is expected to include the identified Mortgage Note(s).

(2) From and after the related Servicing Shift Securitization Date, the East Village Multifamily Portfolio Mortgage Loan will be serviced pursuant to the related Servicing Shift PSA entered into in connection with the securitization of the East Village Multifamily Portfolio Controlling Companion Loan.

(3) From and after the related Servicing Shift Securitization Date, the American Metro Center Mortgage Loan will be serviced pursuant to the related Servicing Shift PSA entered into in connection with the securitization of the American Metro Center Controlling Companion Loan.

(4) With respect to the Grand Canal Shoppes Whole Loan, the initial Control Note is Note B. During the continuance of a Grand Canal Shoppes control appraisal period, Note A-1-1 will be the Control Note. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans— Grand Canal Shoppes Whole Loan”.

The Serviced Pari Passu Whole Loans

The Serviced Pari Passu Whole Loans will be serviced pursuant to the PSA in accordance with the terms of the PSA and the related Co-Lender Agreement. None of the master servicer, the special servicer or the trustee will be required to make a monthly payment advance on any Serviced Pari Passu Companion Loan, but the master servicer or the trustee, as applicable, will be required to (and the special servicer, at its option in emergency situations, may) make Property Protection Advances in respect of the Serviced Pari Passu Whole Loans unless such advancing party (or, even if it is not the advancing party, the special servicer) determines that such a Property Protection Advance would be a Nonrecoverable Advance.

Each Servicing Shift Whole Loan will be serviced pursuant to the PSA (and, accordingly, will be a Serviced Pari Passu Whole Loan) prior to the related Servicing Shift Securitization Date, after which such Whole Loan will be serviced pursuant to the related Non-Serviced PSA (and, accordingly, will be a

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Non-Serviced Pari Passu Whole Loan). With respect to each Servicing Shift Whole Loan, the discussion under this section only applies to the period prior to the related Servicing Shift Securitization Date.

Co-Lender Agreement

The Co-Lender Agreement related to each Serviced Pari Passu Whole Loan provides that:

● The promissory notes comprising such Serviced Pari Passu Whole Loan (and consequently, the related Serviced Mortgage Loan and each related Serviced Pari Passu Companion Loan) are of equal priority with each other and none of such promissory notes (or mortgage loans) will have priority or preference over any other such promissory note (or mortgage loan).

● All payments, proceeds and other recoveries on the Serviced Pari Passu Whole Loan will be applied to the promissory notes comprising such Serviced Pari Passu Whole Loan on a pro rata and pari passu basis (subject, in each case, to (a) the allocation of certain amounts to escrows and reserves, certain repairs or restorations or payments to the applicable borrower required by the Mortgage Loan documents and (b) certain payment and reimbursement rights of the parties to the PSA, in accordance with the terms of the PSA).

● The transfer of up to 49% of the beneficial interest of a promissory note comprising the Serviced Pari Passu Whole Loan is generally permitted. The transfer of more than 49% of the beneficial interest of any such promissory note is generally prohibited unless (i) the transferee is a large institutional lender or investment fund (other than, without the consent of the non-transferring noteholder or a rating agency, as applicable, a related borrower or an affiliate thereof) that satisfies minimum net worth and/or experience requirements or certain securitization vehicles that satisfy certain ratings and other requirements or (ii)(a) each non-transferring holder has consented to such transfer (which consent may not be unreasonably withheld), and (b) if any such non-transferring holder’s interest in the related Serviced Pari Passu Whole Loan is held in a securitization, a rating agency communication is provided to each applicable rating agency (or, in certain cases, a rating agency confirmation is obtained from each applicable rating agency). The foregoing restrictions do not apply to a sale of the related Serviced Mortgage Loan together with the related Serviced Pari Passu Companion Loans in accordance with the terms of the PSA.

With respect to each Serviced Pari Passu Whole Loan, certain costs, fees and expenses (such as a pro rata share of a Property Protection Advance) allocable to a related Serviced Pari Passu Companion Loan may be paid or reimbursed out of payments and other collections on the Mortgage Pool, subject to the issuing entity’s right to reimbursement from future payments and other collections on such Serviced Pari Passu Companion Loan or from general collections with respect to any securitization of such Serviced Pari Passu Companion Loan.

Control Rights with respect to Serviced Pari Passu Whole Loans Other than the Servicing Shift Whole Loans

With respect to any Serviced Pari Passu Whole Loan (other than the Servicing Shift Whole Loans), the related Control Note will be included in the issuing entity, and the Directing Holder will have certain consent rights (if no Control Termination Event is continuing) and consultation rights (during a Control Termination Event, but while no Consultation Termination Event is continuing) with respect to such Whole Loan as described under “Pooling and Servicing Agreement—The Directing Holder”.

Control Rights with respect to the Servicing Shift Whole Loans

With respect to any Servicing Shift Whole Loan prior to the related Servicing Shift Securitization Date, the related Control Note will be held as of the Closing Date by the Controlling Holder listed in the table titled “Whole Loan Control Notes and Non-Control Notes” above under “—General”. The related Controlling Holder will be entitled (i) to direct the servicing of such Whole Loan in a manner that is substantially similar to the rights of the Directing Holder appointed by the Controlling Class pursuant to the PSA, (ii) to consent to certain servicing decisions in respect of such Whole Loan and actions set forth in a related asset status

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report and (iii) to replace the special servicer with respect to such Whole Loan with or without cause; provided that with respect to such Servicing Shift Whole Loan, in general, neither the related borrower nor an affiliate thereof will be entitled to exercise the rights of such “Controlling Holder” under the related Co-Lender Agreement.

Certain Rights of each Non-Controlling Holder

With respect to each Serviced Pari Passu Whole Loan, the holder of any related Non-Control Note (or if such Non-Control Note has been securitized, the directing holder (or equivalent party) with respect to such securitization or other designated party under the related pooling and servicing agreement) will be entitled to certain consent and consultation rights described below; provided that if such party or its representative is (or is an affiliate of) the related borrower or if all or a specified portion of the subject Non-Control Note is held by the borrower or an affiliate thereof, such party will not be entitled to exercise the right of a Non-Controlling Holder, and/or there will be deemed to be no such Non-Controlling Holder under the related Co-Lender Agreement with respect to such Non-Control Note. With respect to any Servicing Shift Whole Loan, a related Non-Control Note will be included in the issuing entity, and, prior to the related Servicing Shift Securitization Date, pursuant to the PSA, the Controlling Class Representative appointed by the Controlling Class, prior to the occurrence and continuance of a Consultation Termination Event, or the operating advisor (consistent with the Operating Advisor Standard), following the occurrence and during the continuance of a Consultation Termination Event, will be entitled to exercise the consultation rights, if any, of the Non-Controlling Holder under the related Co-Lender Agreement.

The master servicer or the special servicer, as the case may be, will be required to (i) provide each Non-Controlling Holder or its representative copies of any notice, information and report that it is required to provide to the Directing Holder with respect to the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Pari Passu Whole Loan or any proposed action to be taken in respect of a Major Decision with respect to such Serviced Pari Passu Whole Loan (for this purpose, without regard to whether such items are actually required to be provided to the Directing Holder due to the occurrence of a Control Termination Event or Consultation Termination Event) and (ii) use reasonable efforts to consult each Non-Controlling Holder or its representative on a strictly non-binding basis (to the extent such party requests consultation after having received the aforementioned notices, information and reports) with respect to any such recommended actions outlined in an Asset Status Report by the special servicer or any proposed action to be taken by the special servicer in respect of such Serviced Pari Passu Whole Loan that constitutes a Major Decision, and consider on a non-binding basis alternative actions recommended by such Non-Controlling Holder.

Such consultation right will generally expire ten business days (or, in certain cases, with respect to an “acceptable insurance default”, 30 days) after the delivery to such Non-Controlling Holder of written notice of a proposed action (together with copies of the notices, information and reports required to be delivered thereto) (unless the special servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten business day (or 30-day) period will be deemed to begin anew). In no event will the special servicer be obligated to follow or take any alternative actions recommended by any Non-Controlling Holder (or its representative). In addition, if the special servicer determines that immediate action is necessary to protect the interests of the holders of the promissory notes comprising a Serviced Pari Passu Whole Loan, it may take, in accordance with the Servicing Standard, any action constituting a Major Decision with respect to such Serviced Pari Passu Whole Loan or any action set forth in any applicable Asset Status Report before the expiration of the aforementioned ten business day period.

In addition to the aforementioned consultation right, each Non-Controlling Holder will have the right to attend annual meetings (which may be held telephonically) with the master servicer or special servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the master servicer or special servicer, as applicable, in which servicing issues related to the related Serviced Pari Passu Whole Loan are discussed.

If a Servicer Termination Event has occurred with respect to the special servicer that affects a Non-Controlling Holder, such Non-Controlling Holder will have the right to direct the trustee to terminate the

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special servicer under the PSA solely with respect to the related Serviced Pari Passu Whole Loan, other than with respect to any rights such special servicer may have as a Certificateholder, entitlements to amounts payable to such special servicer at the time of termination, entitlements to indemnification amounts and any other entitlements of the terminated party that survive the termination.

Sale of Defaulted Mortgage Loan

If any Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the special servicer decides to sell the related Serviced Pari Passu Mortgage Loan, the special servicer will be required to sell such Serviced Pari Passu Mortgage Loan and each related Serviced Pari Passu Companion Loan together as interests evidencing one whole loan. Notwithstanding the foregoing, the special servicer will not be permitted to sell a Serviced Pari Passu Whole Loan without the consent of each Non-Controlling Holder (provided that such consent will not be required if the related Non-Controlling Holder is a borrower or an affiliate thereof) unless special servicer has delivered to such holder (a) at least 15 business days prior written notice of any decision to attempt to sell the related Serviced Pari Passu Whole Loan, (b) at least ten days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the special servicer in connection with any such proposed sale, a copy of the most recent appraisal and certain other supplementary documents (if requested by such Non-Controlling Holder), and (c) until the sale is completed, and a reasonable period (but no less time than is afforded to other offerors and the Directing Holder) prior to the proposed sale date, all information and documents being provided to offerors or otherwise approved by the master servicer or special servicer in connection with the proposed sale.

The Non-Serviced Pari Passu Whole Loans

Each Non-Serviced Pari Passu Whole Loan will be serviced pursuant to the related Non-Serviced PSA in accordance with the terms of such Non-Serviced PSA and the related Co-Lender Agreement. No Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee will be required to make monthly payment advances on a Non-Serviced Mortgage Loan, but the related Non-Serviced Master Servicer or Non-Serviced Trustee, as applicable, will be required to (and the Non-Serviced Special Servicer, at its option in certain cases, may) make property protection advances (or equivalent term) in respect of the related Non-Serviced Pari Passu Whole Loan in accordance with the terms of the related Non-Serviced PSA unless such advancing party (or, in certain cases, the related Non-Serviced Special Servicer, even if it is not the advancing party) determines that such a property protection advance (or equivalent term) would be a nonrecoverable advance. Monthly payment advances on each Non-Serviced Mortgage Loan will be made by the master servicer or the trustee, as applicable, to the extent provided under the PSA. None of the master servicer, the special servicer or the trustee will be obligated to make property protection advances (or equivalent term) with respect to a Non-Serviced Pari Passu Whole Loan. See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” for a description of the material servicing terms of the Non-Serviced PSAs.

With respect to any Servicing Shift Whole Loan, the discussion under this “—The Non-Serviced Pari Passu Whole Loans” section only applies to the period on or after the related Servicing Shift Securitization Date.

Co-Lender Agreement

The Co-Lender Agreement related to each Non-Serviced Pari Passu Whole Loan provides that:

● The promissory notes comprising such Non-Serviced Pari Passu Whole Loan (and consequently, the related Non-Serviced Mortgage Loan and each related Non-Serviced Pari Passu Companion Loan) are of equal priority with each other and none of such promissory notes (or mortgage loans) will have priority or preference over any other such promissory note (or mortgage loan).

● All payments, proceeds and other recoveries on the Non-Serviced Pari Passu Whole Loan will be applied to the promissory notes comprising such Non-Serviced Pari Passu Whole Loan on a pro rata and pari passu basis (subject, in each case, to (a) the allocation of certain amounts to escrows

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and reserves, certain repairs or restorations or payments to the applicable borrower required by the Mortgage Loan documents and (b) certain payment and reimbursement rights of the parties to the related Non-Serviced PSA, in accordance with the terms of the related Non-Serviced PSA).

● The transfer of up to 49% of the beneficial interest of a promissory note comprising the Non-Serviced Pari Passu Whole Loan is generally permitted. The transfer of more than 49% of the beneficial interest of any such promissory note is generally prohibited unless (i) the transferee is a large institutional lender or investment fund (other than, without the consent of the non-transferring noteholder or a rating agency, as applicable, a related borrower or an affiliate thereof) that satisfies minimum net worth and/or experience requirements or certain securitization vehicles that satisfy certain ratings and other requirements or (ii)(a) each non-transferring holder has consented to such transfer (which consent may not be unreasonably withheld), and (b) if any such non-transferring holder’s interest in the related Non-Serviced Pari Passu Whole Loan is held in a securitization, a rating agency communication is provided to each applicable rating agency (or, in certain cases, a rating agency confirmation is obtained from each applicable rating agency). The foregoing restrictions do not apply to a sale of the related Non-Serviced Mortgage Loan together with the related Non-Serviced Pari Passu Companion Loans in accordance with the terms of the related Non-Serviced PSA.

Any losses, liabilities, claims, fees, costs and expenses incurred in connection with a Non-Serviced Pari Passu Whole Loan that are not otherwise paid out of collections on such Whole Loan may, to the extent allocable to the related Non-Serviced Mortgage Loan, be payable or reimbursable out of general collections on the mortgage pool for this securitization.

Control Rights

With respect to each Non-Serviced Pari Passu Whole Loan (other than any Servicing Shift Whole Loan on or after the related Servicing Shift Securitization Date), the related Control Note will be held as of the Closing Date by the Controlling Holder listed in the table titled “Whole Loan Control Notes and Non-Control Notes” above under “General”. The related Controlling Holder (or a designated representative) will be entitled to (i) direct the servicing of such Whole Loan in a manner that is substantially similar to the rights of the directing holder (or equivalent party) under the related Non-Serviced PSA, (ii) consent to certain servicing decisions in respect of such Whole Loan and actions set forth in a related asset status report and (iii) replace the special servicer with respect to such Whole Loan with or without cause; provided that with respect to each Non-Serviced Pari Passu Whole Loan, if such holder (or its designated representative) is (or is an affiliate of) the related borrower or if all or a specified portion of the subject Control Note is held by the borrower or an affiliate thereof, such party will not be entitled to exercise the rights of the “Controlling Holder”, and/or there will be deemed to be no such “Controlling Holder” under the related Co-Lender Agreement.

Certain Rights of each Non-Controlling Holder

With respect to any Non-Serviced Pari Passu Whole Loan, the holder of any related Non-Control Note (or if such Non-Control Note has been securitized, the directing holder (or equivalent party)) with respect to such securitization (or other designated party under the related Non-Serviced PSA) will be entitled to certain consent and consultation rights described below; provided that if such party or its representative is (or is an affiliate of) the related borrower or if all or a specified portion of the subject Non-Control Note is held by the borrower or an affiliate thereof, such party will not be entitled to exercise the rights of a Non-Controlling Holder, and/or there will be deemed to be no “Non-Controlling Holder” with respect to such Non-Control Note under the related Co-Lender Agreement. With respect to each Non-Serviced Pari Passu Whole Loan (including each Servicing Shift Whole Loan on and after the related Servicing Shift Securitization Date), one or more related Non-Control Notes will be included in the issuing entity, and the Controlling Class Representative, if no Consultation Termination Event is continuing, or the operating advisor (consistent with the Operating Advisor Standard), following the occurrence and during the continuance of a Consultation Termination Event will be entitled to exercise the consent or consultation rights described below.

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With respect to any Non-Serviced Pari Passu Whole Loan, the related Non-Serviced Special Servicer or Non-Serviced Master Servicer, as applicable, pursuant to the related Co-Lender Agreement, will be required to (i) provide each Non-Controlling Holder or its representative copies of any notice, information and report that it is required to provide to the related Non-Serviced Directing Holder under the related Non-Serviced PSA with respect to the implementation of any recommended actions outlined in an asset status report relating to the related Non-Serviced Pari Passu Whole Loan or any proposed action to be taken in respect of a major decision under the related Non-Serviced PSA with respect to such Non-Serviced Pari Passu Whole Loan (for this purpose, without regard to whether such items are actually required to be provided to the related Non-Serviced Directing Holder due to the occurrence and continuance of a “control termination event” or a “consultation termination event” (or analogous concepts) under such Non-Serviced PSA) and (ii) consult (or to use reasonable efforts to consult) each Non-Controlling Holder or its representative on a strictly non-binding basis (to the extent such party requests consultation after having received the aforementioned notices, information and reports) with respect to any such recommended actions outlined in an asset status report by such Non-Serviced Special Servicer or Non-Serviced Master Servicer or any proposed action to be taken by such Non-Serviced Special Servicer or Non-Serviced Master Servicer, as applicable, in respect of the applicable major decision.

Such consultation right will generally expire ten business days (or, in certain cases, with respect to an “acceptable insurance default”, 30 days) after the delivery to such Non-Controlling Holder of written notice of a proposed action (together with copies of the notices, information and reports required to be delivered thereto), whether or not such Non-Controlling Holder has responded within such period (unless the related Non-Serviced Special Servicer or Non-Serviced Master Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed, in which case such ten business day (or 30-day) period will be deemed to begin anew). In no event will the related Non-Serviced Special Servicer or Non-Serviced Master Servicer, as applicable, be obligated to follow or take any alternative actions recommended by any Non-Controlling Holder (or its representative).

If the related Non-Serviced Special Servicer or Non-Serviced Master Servicer, as applicable, determines that immediate action is necessary to protect the interests of the holders of the promissory notes comprising a Non-Serviced Pari Passu Whole Loan, it may take, in accordance with the servicing standard under the related Non-Serviced PSA, any action constituting a major decision with respect to such Non-Serviced Pari Passu Whole Loan or any action set forth in any applicable asset status report before the expiration of the aforementioned ten business day period.

In addition to the aforementioned consultation right, each Non-Controlling Holder will have the right to annual meetings (which may be held telephonically) with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to such Non-Serviced Master Servicer or Non-Serviced Special Servicer, as applicable, in which servicing issues related to the related Non-Serviced Pari Passu Whole Loan are discussed.

If a special servicer termination event (or analogous term) under the related Non-Serviced PSA has occurred that affects a Non-Controlling Holder, such Non-Controlling Holder will have the right to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer under such Non-Serviced PSA solely with respect to the related Non-Serviced Pari Passu Whole Loan, other than with respect to any rights such Non-Serviced Special Servicer may have as a certificateholder under such Non-Serviced PSA, entitlements to amounts payable to such Non-Serviced Special Servicer at the time of termination, entitlements to indemnification amounts and any other entitlements of the terminated party that survive the termination.

Custody of the Mortgage File

The related Non-Serviced Custodian is expected to be the custodian of the mortgage file with respect to each Non-Serviced Pari Passu Whole Loan (other than any promissory notes not contributed to the related non-serviced securitization trust).

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Sale of Defaulted Mortgage Loan

If any Non-Serviced Whole Loan becomes a defaulted mortgage loan, and if the related Non-Serviced Special Servicer decides to sell the related Control Note contributed to securitization trust created pursuant to the related Non-Serviced PSA, such Non-Serviced Special Servicer will be required to sell the related Non-Serviced Mortgage Loan and each Non-Serviced Pari Passu Companion Loan together as interests evidencing one whole loan. Notwithstanding the foregoing, the related Non-Serviced Special Servicer will not be permitted to sell a Non-Serviced Pari Passu Whole Loan without the consent of each Non-Controlling Holder (or its representative under the related pooling and servicing agreement) (except, in certain cases, if the Non-Controlling Holder is the borrower or an affiliate of the borrower) unless it has delivered to such holder (a) at least 15 business days prior written notice of any decision to attempt to sell the related Non-Serviced Pari Passu Whole Loan, (b) at least ten days prior to the proposed sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the related Non-Serviced Special Servicer in connection with any such proposed sale, a copy of the most recent appraisal and certain other supplementary documents (if requested by such Non-Controlling Holder), and (c) until the sale is completed, and a reasonable period (but no less time than is afforded to other offerors and the applicable Non-Serviced Directing Holder) prior to the proposed sale date, all information and documents being provided to offerors or otherwise approved by the related Non-Serviced Master Servicer or Non-Serviced Special Servicer in connection with the proposed sale.

The Non-Serviced AB Whole Loans

Grand Canal Shoppes Whole Loan

General

The Grand Canal Shoppes Mortgage Loan (2.9%) is part of split loan structure comprised of 24 mortgage notes, each of which is secured by the same mortgage instrument on the same underlying Mortgaged Property. The Grand Canal Shoppes Whole Loan was co-originated by Goldman Sachs Bank USA, Morgan Stanley Bank, National Association, Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association.

The Grand Canal Shoppes Mortgage Loan is evidenced by one (1) promissory note A-4-4 with an aggregate Cut-off Date Balance of $25,000,000. The related Pari Passu Companion Loans (the “Grand Canal Shoppes Pari Passu Companion Loans”, and together with the Grand Canal Shoppes Mortgage Loan, the “Grand Canal Shoppes Senior Loans”) have an original principal balance of $740,000,000 and are evidenced by 23 senior pari passu promissory notes. The Grand Canal Shoppes Mortgage Loan and the Grand Canal Shoppes Pari Passu Companion Loans are pari passu with each other in terms of priority. There is also one (1) Subordinate Companion Loan (the “Grand Canal Shoppes Subordinate Companion Loan”), evidenced by a subordinate promissory note with an original principal balance of $215,000,000. Neither the Grand Canal Shoppes Subordinate Companion Loan nor the Grand Canal Shoppes Pari Passu Companion Loans will be included in the issuing entity. The Grand Canal Shoppes Subordinate Companion Loan, together with the Grand Canal Shoppes Pari Passu Companion Loans, are referred to in this prospectus as the “Grand Canal Shoppes Companion Loans,” and the Grand Canal Shoppes Mortgage Loan, together with the Grand Canal Shoppes Companion Loans, are referred to in this prospectus as the “Grand Canal Shoppes Whole Loan”. The Grand Canal Shoppes Pari Passu Companion Loans evidenced by promissory notes A-1-1 and A-1-6 are currently held by the MSC 2019-H7 securitization trust. The Grand Canal Shoppes Pari Passu Companion Loans evidenced by promissory notes A-1-2 and A-2-1 are currently held by the BANK 2019-BNK19 securitization trust. The Grand Canal Shoppes Pari Passu Companion Loan evidenced by promissory note A-1-4 is currently held by the BANK 2019-BNK21 securitization trust. The Grand Canal Shoppes Pari Passu Companion Loans evidenced by promissory notes A-1-7, A-1-8 and A-2-2-1 are currently held by the BANK 2019-BNK20 securitization trust. The Grand Canal Shoppes Pari Passu Companion Loan evidenced by promissory note A-2-2-2 is currently held by the CSAIL 2019-C17 securitization trust. The Grand Canal Shoppes Pari Passu Companion Loans evidenced by promissory note A-2-3 and A-2-5 are currently held by the UBS 2019-C17 securitization trust. The Grand Canal Shoppes Pari Passu Companion Loan evidenced by promissory note A-3-1 is currently held

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by the Benchmark 2019-B12 securitization trust. The Grand Canal Shoppes Pari Passu Companion Loan evidenced by promissory note A-3-2 is currently held by the Benchmark 2019-B13 securitization trust. The Grand Canal Shoppes Pari Passu Companion Loan evidenced by promissory note A-4-1 is currently held by the CGCMT 2019-GC41 securitization trust. The Grand Canal Shoppes Pari Passu Companion Loan evidenced by promissory note A-4-3 is currently held by the GSMS 2019-GC42 securitization trust. The Grand Canal Shoppes Pari Passu Companion Loans evidenced by promissory notes A-1-3 and A-1-5 are currently held by Morgan Stanley Bank, National Association. The Grand Canal Shoppes Pari Passu Companion Loan evidenced by promissory note A-2-4 is currently held by UBS AG. The Grand Canal Shoppes Pari Passu Companion Loans evidenced by promissory notes A-3-3 and A-3-5 are currently held by JPMorgan Chase Bank, National Association. The Grand Canal Shoppes Pari Passu Companion Loan evidenced by promissory note A-3-4 is currently held by the CF 2019-CF2 securitization trust. The Grand Canal Shoppes Pari Passu Companion Loans evidenced by promissory notes A-4-2 and A-4-5 are currently held by Goldman Sachs Bank USA. The Grand Canal Shoppes Subordinate Companion Loan evidenced by promissory note B is currently held by CPPIB Credit Investments II Inc.

The Grand Canal Shoppes Mortgage Loan, the Grand Canal Shoppes Pari Passu Companion Loans and the Grand Canal Shoppes Subordinate Companion Loan are cross-defaulted and have the same borrowers, maturity date, amortization schedule and prepayment structure. Interest is payable on each of the Grand Canal Shoppes Senior Loans at a rate equal to 3.74080% per annum (the “Grand Canal Shoppes Note A Rate”) and on the Grand Canal Shoppes Subordinate Companion Loan at a rate equal to 6.25000% per annum (the “Grand Canal Shoppes Note B Rate”). For purposes of the information presented in this prospectus with respect to the Grand Canal Shoppes Mortgage Loan unless otherwise specifically indicated, the loan-to-value ratio, debt yield and debt service coverage ratio information includes the Grand Canal Shoppes Pari Passu Companion Loans and does not take into account the Grand Canal Shoppes Subordinate Companion Loan.

The rights of the issuing entity, as the holder of the Grand Canal Shoppes Mortgage Loan, and the rights of the holders of the Grand Canal Shoppes Companion Loans are subject to the terms of a Co-Lender Agreement (the “Grand Canal Shoppes Co-Lender Agreement”). The consultation rights of the issuing entity (as a non-controlling note holder) under the Grand Canal Shoppes Co-Lender Agreement will be exercised by the Directing Holder so long as no Consultation Termination Event has occurred and is continuing, and if a Consultation Termination Event has occurred and is continuing, by the operating advisor. The following summaries describe certain provisions of the Grand Canal Shoppes Co-Lender Agreement.

Servicing

The Grand Canal Shoppes Whole Loan will be serviced pursuant to the terms of the pooling and servicing agreement entered into in connection with the MSC 2019-H7 securitization (the “MSC 2019-H7 PSA”).

Application of Payments

The Grand Canal Shoppes Co-Lender Agreement provides, in general, that the Grand Canal Shoppes Subordinate Companion Loan and the right of the holder thereof to receive payments of interest, principal and other amounts with respect thereto is at all times, junior, subject and subordinate to the Grand Canal Shoppes Senior Loans and the right of the holders thereof to receive payments of interest, principal and other amounts with respect thereto, in each case to the extent described below.

If no Grand Canal Shoppes Sequential Pay Event (as defined below) has occurred and is continuing, then all amounts tendered by the borrowers or otherwise available for payment on or with respect to or in connection with the Grand Canal Shoppes Whole Loan or the Grand Canal Shoppes Mortgaged Property (net of certain amounts for required reserves and escrows and certain fees, costs and expenses of the parties to the MSC 2019-H7 PSA) will be applied and distributed as follows:

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● first, to the holders of the Grand Canal Shoppes Senior Loans, pro rata, in an amount equal to the accrued and unpaid interest on the aggregate principal balance of the Grand Canal Shoppes Senior Loans at the Grand Canal Shoppes Net Note A Rate;

● second, (i) to the holders of the Grand Canal Shoppes Senior Loans on a pro rata and pari passu basis in an amount equal to the product of (A) the sum of the Grand Canal Shoppes Percentage Interests of the Grand Canal Shoppes Senior Loans, multiplied by (B) the sum of principal payments received, if any, with respect to the related monthly payment date, until their respective principal balances have been reduced to zero, and (ii) 100% of any insurance and condemnation proceeds payable as principal to the holders of the Grand Canal Shoppes notes are required to be distributed to the holders of the Grand Canal Shoppes Senior Loans on a pro rata and pari passu basis until the principal balances thereof have been reduced to zero;

● third, to the holders of the Grand Canal Shoppes Senior Loans that have paid any unreimbursed costs and expenses, on a pro rata and pari passu basis up to the amount of any such unreimbursed costs and expenses paid by such holders including any Grand Canal Shoppes Recovered Costs not previously reimbursed to such holders (or paid or advanced by the master servicer or special servicer, as applicable, on any such holder’s behalf and not previously paid or reimbursed) with respect to the Grand Canal Shoppes Whole Loan pursuant to the MSC 2019-H7 PSA or the Grand Canal Shoppes Co-Lender Agreement;

● fourth, to the holders of the Grand Canal Shoppes Senior Loans on a pro rata and pari passu basis, in an amount equal to the product of (i) the sum of the Grand Canal Shoppes Percentage Interests of the Grand Canal Shoppes Senior Loans multiplied by (ii) the Grand Canal Shoppes Note A Relative Spread and (iii) any prepayment premium paid by the borrowers;

● fifth, if the proceeds of any foreclosure sale or any liquidation of the Grand Canal Shoppes Whole Loan or the related Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses first through fourth, such excess amount is required to be paid to the holders of the Grand Canal Shoppes Senior Loans, on a pro rata and pari passu basis in an amount up to the aggregate of unreimbursed realized principal losses previously allocated to such holders, plus interest thereon at the Grand Canal Shoppes Net Note A Rate;

● sixth, to the holder of the Grand Canal Shoppes Subordinate Companion Loan in an amount equal to the accrued and unpaid interest on the related principal balance at the Grand Canal Shoppes Net Note B Rate;

● seventh, (i) to the holder of the Grand Canal Shoppes Subordinate Companion Loan in an amount equal to its Grand Canal Shoppes Percentage Interest of principal payments received, if any, with respect to such monthly payment date, until the principal balance thereof has been reduced to zero; and (ii) with respect to any insurance and condemnation proceeds payable as principal to the holders of the Grand Canal Shoppes notes, the portion thereof remaining after distribution to the holders of the Grand Canal Shoppes Senior Loans pursuant to clause second above is required to be distributed to the holder of the Grand Canal Shoppes Subordinate Companion Loan until the principal balance thereof has been reduced to zero;

● eighth, to the holder of the Grand Canal Shoppes Subordinate Companion Loan in an amount equal to the product of (i) its Grand Canal Shoppes Percentage Interest multiplied by (ii) the Grand Canal Shoppes Note B Relative Spread and (iii) any prepayment premium paid by the borrowers;

● ninth, to the extent the holder of the Grand Canal Shoppes Subordinate Companion Loan has made any payments or advances to cure defaults as described below under “—Cure Rights,” to reimburse such holder for all such amounts;

● tenth, if the proceeds of any foreclosure sale or any liquidation of the Grand Canal Shoppes Whole Loan or the related Mortgaged Property exceed the amounts required to be applied in accordance

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with the foregoing clauses first through ninth, such excess amount is required to be paid to the holder of the Grand Canal Shoppes Subordinate Companion Loan in an amount up to aggregate of unreimbursed realized principal losses previously allocated to such holder, plus interest on such amount at the Grand Canal Shoppes Net Note B Rate;

● eleventh, to the extent assumption or transfer fees actually paid by the borrowers are not required to be otherwise applied under the MSC 2019-H7 PSA, including, without limitation, to provide reimbursement for interest on any advances, to pay any additional servicing expenses or to compensate the master servicer or special servicer, as applicable (in each case provided that such reimbursements or payments related to the Grand Canal Shoppes Whole Loan), any such assumption or transfer fees, to the extent actually paid by the borrowers, are required to be paid to the holders of the Grand Canal Shoppes notes, pro rata based on their respective Grand Canal Shoppes Percentage Interests; and

● twelfth, if any excess amount is available to be distributed in respect of the Grand Canal Shoppes Whole Loan, and not otherwise applied in accordance with the foregoing clauses first through eleventh, any remaining amount is required to be paid pro rata to the holders of the Grand Canal Shoppes notes in accordance with their respective initial Grand Canal Shoppes Percentage Interests.

Upon the occurrence and during the continuance of (i) any monetary event of default with respect to the Grand Canal Shoppes Whole Loan, (ii) any other event of default with respect to the Grand Canal Shoppes Whole Loan that causes the Grand Canal Shoppes Whole Loan to become accelerated or a Specially Serviced Loan or (iii) any bankruptcy or insolvency event that constitutes an event of default, in each case, provided that the holder of the Grand Canal Shoppes Subordinate Companion Loan has not exercised its cure rights under the Grand Canal Shoppes Co-Lender Agreement (as described below under “—Cure Rights”) (each, a “Grand Canal Shoppes Sequential Pay Event”), all amounts tendered by the borrowers or otherwise available for payment on or with respect to or in connection with the Grand Canal Shoppes Whole Loan or the Grand Canal Shoppes Mortgaged Property (net of certain amounts for required reserves and escrows and certain fees, costs and expenses of the parties to the MSC 2019-H7 PSA) will be applied and distributed as follows:

● first, to the holders of the Grand Canal Shoppes Senior Loans, pro rata, in an amount equal to the accrued and unpaid interest on the aggregate principal balance of the Grand Canal Shoppes Senior Loans at the Grand Canal Shoppes Net Note A Rate;

● second, to the holders of the Grand Canal Shoppes Senior Loans, pro rata based on their outstanding principal balances, until their respective principal balances have been reduced to zero;

● third, to the holders of the Grand Canal Shoppes Senior Loans that have paid any unreimbursed costs and expenses, on a pro rata and pari passu basis up to the amount of any such unreimbursed costs and expenses paid by such holders including any Grand Canal Shoppes Recovered Costs not previously reimbursed to such holders (or paid or advanced by the master servicer or special servicer, as applicable, on any such holder’s behalf and not previously paid or reimbursed) with respect to the Grand Canal Shoppes Whole Loan pursuant to the MSC 2019-H7 PSA or the Grand Canal Shoppes Co-Lender Agreement;

● fourth, to the holders of the Grand Canal Shoppes Senior Loans on a pro rata and pari passu basis, in an amount equal to the product of (i) the sum of the Grand Canal Shoppes Percentage Interests of the Grand Canal Shoppes Senior Loans multiplied by (ii) the Grand Canal Shoppes Note A Relative Spread and (iii) any prepayment premium paid by the borrowers;

● fifth, if the proceeds of any foreclosure sale or any liquidation of the Grand Canal Shoppes Whole Loan or the related Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses first through fourth, such excess amount is required to be paid to the holders of the Grand Canal Shoppes Senior Loans, on a pro rata and pari passu basis in an amount

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up to the aggregate of unreimbursed realized principal losses previously allocated to such holders, plus interest thereon at the Grand Canal Shoppes Net Note A Rate;

● sixth, to the holder of the Grand Canal Shoppes Subordinate Companion Loan in an amount equal to the accrued and unpaid interest on the related principal balance at the Grand Canal Shoppes Net Note B Rate;

● seventh, to the holder of the Grand Canal Shoppes Subordinate Companion Loan, until the outstanding principal balance thereof has been reduced to zero;

● eighth, to the holder of the Grand Canal Shoppes Subordinate Companion Loan in an amount equal to the product of (i) its Grand Canal Shoppes Percentage Interest multiplied by (ii) the Grand Canal Shoppes Note B Relative Spread and (iii) any prepayment premium paid by the borrowers;

● ninth, to the extent the holder of the Grand Canal Shoppes Subordinate Companion Loan has made any payments or advances to cure defaults as described below under “—Cure Rights,” to reimburse such holder for all such amounts;

● tenth, if the proceeds of any foreclosure sale or any liquidation of the Grand Canal Shoppes Whole Loan or the related Mortgaged Property exceed the amounts required to be applied in accordance with the foregoing clauses first through ninth, such excess amount is required to be paid to the holder of the Grand Canal Shoppes Subordinate Companion Loan in an amount up to aggregate of unreimbursed realized principal losses previously allocated to such holder, plus interest on such amount at the Grand Canal Shoppes Net Note B Rate;

● eleventh, to the extent assumption or transfer fees actually paid by the borrowers are not required to be otherwise applied under the MSC 2019-H7 PSA, including, without limitation, to provide reimbursement for interest on any advances, to pay any additional servicing expenses or to compensate the master servicer or special servicer, as applicable (in each case provided that such reimbursements or payments related to the Grand Canal Shoppes Whole Loan), any such assumption or transfer fees, to the extent actually paid by the borrowers, are required to be paid to the holders of the Grand Canal Shoppes notes, pro rata based on their respective Grand Canal Shoppes Percentage Interests; and

● twelfth, if any excess amount is available to be distributed in respect of the Grand Canal Shoppes Whole Loan, and not otherwise applied in accordance with the foregoing clauses first through eleventh, any remaining amount is required to be paid pro rata to the holders of the Grand Canal Shoppes notes in accordance with their respective initial Grand Canal Shoppes Percentage Interests.

“Grand Canal Shoppes Net Note A Rate” means the note rate applicable to the Grand Canal Shoppes Senior Loans, less the applicable servicing fee rate.

“Grand Canal Shoppes Net Note B Rate” means the note rate applicable to the Grand Canal Shoppes Subordinate Companion Loan, less the applicable servicing fee rate.

“Grand Canal Shoppes Note A Relative Spread” means the ratio of the Grand Canal Shoppes Note A Rate to the Grand Canal Shoppes Whole Loan Rate.

“Grand Canal Shoppes Note B Relative Spread” means the ratio of the Grand Canal Shoppes Note B Rate to the Grand Canal Shoppes Whole Loan Rate.

“Grand Canal Shoppes Whole Loan Rate” means as of any date of determination, the weighted average of the Grand Canal Shoppes Note A Rate and the Grand Canal Shoppes Note B Rate, weighted based on the outstanding principal balances of the Grand Canal Shoppes notes.

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“Grand Canal Shoppes Percentage Interest” means, with respect to any holder of a Grand Canal Shoppes note, a fraction, expressed as a percentage, the numerator of which is the outstanding principal balance of such note, and the denominator of which is the outstanding principal balance of the Grand Canal Shoppes Whole Loan.

The Directing Holder

The controlling noteholder (the “Grand Canal Shoppes Directing Holder”) under the Grand Canal Shoppes Co-Lender Agreement, as of any date of determination, is (i) the holder of the Grand Canal Shoppes Subordinate Companion Loan, unless a Grand Canal Shoppes Control Appraisal Period has occurred and is continuing or (ii) if a Grand Canal Shoppes Control Appraisal Period has occurred and is continuing, the holder of Note A-1-1 (whose rights are exercisable under the MSC 2019-H7 PSA by the directing certificateholder for such securitization or the special servicer (following a control termination event under the related securitization)).

A “Grand Canal Shoppes Control Appraisal Period” is any period, with respect to the Grand Canal Shoppes Whole Loan, if and for so long as: (a)(1) the initial principal balance of the Grand Canal Shoppes Subordinate Companion Loan minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, the Grand Canal Shoppes Subordinate Companion Loan, (y) any Appraisal Reduction Amount for the Grand Canal Shoppes Whole Loan that is allocated to the Grand Canal Shoppes Subordinate Companion Loan and (z) without duplication, any realized principal losses with respect to the Grand Canal Shoppes Mortgaged Property (or portion thereof) or the Grand Canal Shoppes Whole Loan that are allocated to the Grand Canal Shoppes Subordinate Companion Loan, plus (3) any Grand Canal Shoppes Threshold Event Collateral (as defined below), (to the extent such amount is not already taken into account in the Appraisal Reduction Amount), plus (4) without duplication of any items set forth above in clauses (1) through (3), insurance and condemnation proceeds that constitute collateral for the Grand Canal Shoppes Whole Loan (whether paid or then payable by any insurance company or government authority, provided that, if not then paid, such amounts are payable to the lender for application to the Grand Canal Shoppes Whole Loan or to pay the costs of restoring the Grand Canal Shoppes Mortgaged Property) is less than (b) 25% of the remainder of (i) the initial principal balance of the Grand Canal Shoppes Subordinate Companion Loan less (ii) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, the Grand Canal Shoppes Subordinate Companion Loan.

For purposes of determining whether a Grand Canal Shoppes Control Appraisal Period is in effect, Appraisal Reduction Amounts and realized principal losses will be allocated to reduce first, the principal balance of the Grand Canal Shoppes Subordinate Companion Loan, and second, the principal balances of the Grand Canal Shoppes Senior Loans (on a pro rata and pari passu basis), in each case, up to the outstanding amount thereof.

In addition, the holder of the Grand Canal Shoppes Subordinate Companion Loan will be entitled to avoid (or terminate) a Grand Canal Shoppes Control Appraisal Period caused by application of an Appraisal Reduction Amount upon satisfaction of the following (which must be completed within 30 days of the special servicer’s receipt of any third party appraisal that indicates such Grand Canal Shoppes Control Appraisal Period has occurred): (i) the holder of the Grand Canal Shoppes Subordinate Companion Loan will have delivered as a supplement to the appraised value of the Grand Canal Shoppes Mortgaged Property, in the amount specified in clause (ii) below, to the master servicer or the special servicer, as applicable, together with documentation acceptable to the master servicer or the special servicer, as applicable, in accordance with the Servicing Standard to create and perfect a first priority security interest in favor of such servicer on behalf of the holders of the Grand Canal Shoppes Senior Loans in such collateral cash collateral for the benefit of, and acceptable to, the master servicer or the special servicer, as applicable, or an unconditional and irrevocable standby letter of credit with the holders of the Grand Canal Shoppes Senior Loans as the beneficiary, issued by a bank or other financial institutions the long term unsecured debt obligations of which are at all times rated at least “AA” by S&P, “A” by Fitch and “Aa2” by Moody’s or the short term obligations of which are rated at least “A-1+” by S&P, “F-1” by Fitch and “P-1” by Moody’s (either (a) or (b), the “Grand Canal Shoppes Threshold Event Collateral”), and (ii) the Grand Canal Shoppes Threshold Event Collateral

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is required to be in an amount that would cause the applicable Grand Canal Shoppes Control Appraisal Period not to occur pursuant to the definition of “Grand Canal Shoppes Control Appraisal Period”. If the requirements described in this paragraph are satisfied by the holder of the Grand Canal Shoppes Subordinate Companion Loan (a “Grand Canal Shoppes Threshold Event Cure”), no Grand Canal Shoppes Control Appraisal Period will be deemed to have occurred.

The Grand Canal Shoppes Threshold Event Cure will continue until (i) the Grand Canal Shoppes Threshold Event Collateral would not be sufficient to prevent a Grand Canal Shoppes Control Appraisal Period from occurring pursuant to the definition of “Grand Canal Shoppes Control Appraisal Period”; or (ii) the occurrence of a final recovery determination in respect of the Grand Canal Shoppes Whole Loan. If the appraised value of the Grand Canal Shoppes Mortgaged Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a Grand Canal Shoppes Control Appraisal Period without taking into consideration any, or some portion of, the Grand Canal Shoppes Threshold Event Collateral previously delivered by the holder of the Grand Canal Shoppes Subordinate Companion Loan, then any or such portion of Grand Canal Shoppes Threshold Event Collateral held by the master servicer or special servicer is required to be promptly returned to the holder of the Grand Canal Shoppes Subordinate Companion Loan (at its sole expense). Upon a final recovery determination with respect to the Grand Canal Shoppes Whole Loan, such Grand Canal Shoppes Threshold Event Collateral will be available to reimburse each Grand Canal Shoppes noteholder for any realized principal loss in accordance with the priority of distributions described under “—Distributions” above with respect to the Grand Canal Shoppes Whole Loan after application of the net proceeds of liquidation, not in excess of the principal balance of the Grand Canal Shoppes Whole Loan, plus accrued and unpaid interest thereon at the applicable interest rate and all other additional servicing expenses reimbursable under the Grand Canal Shoppes Co-Lender Agreement and under the MSC 2019-H7 PSA.

Consultation and Control

The master servicer and the special servicer will be required to seek the written consent of the Grand Canal Shoppes Directing Holder (or its designee) prior to taking any action that would constitute a Grand Canal Shoppes Major Decision (as defined below). If the Grand Canal Shoppes Directing Holder (or its designee) fails to respond to the master servicer or the special servicer, as the case may be, within five business days (or, in the case of an Acceptable Insurance Default, 10 business days) after receipt of such notice, such servicer will be required to deliver a second notice, and if the Grand Canal Shoppes Directing Holder (or its designee) fails to respond within five business days (or, in the case of certain insurance defaults, 10 business days) after receipt of such second notice, the Grand Canal Shoppes Directing Holder (or its designee) will not have further consent rights with respect to the specific action proposed in such notice.

“Grand Canal Shoppes Major Decisions” means:

(i)    any proposed or actual foreclosure upon or comparable conversion (which will include acquisitions of any REO Property by deed-in-lieu or otherwise) of the ownership of one or more properties securing the Grand Canal Shoppes Whole Loan if it comes into and continues in default;

(ii)   any modification, consent to a modification or waiver of, or consent to any deferral of compliance with, 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 or the material modification or termination of cash management or lockbox arrangements) of the Grand Canal Shoppes Whole Loan, or any extension of the maturity date of the Grand Canal Shoppes Whole Loan;

(iii)   following a default or an event of default with respect to the Grand Canal Shoppes Whole Loan, any exercise of remedies, including the acceleration of the Grand Canal Shoppes Whole Loan or initiation of any proceedings, judicial, bankruptcy or otherwise, under the related mortgage loan documents or seeking to appoint a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official with respect to the borrowers or all or any part of its property or assets or ordering the winding-up or liquidation of the affairs of the borrowers;

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(iv)       any sale of the Grand Canal Shoppes Whole Loan (when it is a defaulted loan) or REO Property for less than the applicable purchase price;

(v)        any determination to bring the related Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise address any hazardous materials located at such Mortgaged Property or REO Property;

(vi)       any direct or indirect transfer of the related Mortgaged Property (or any interest therein), any release of material collateral or any acceptance of substitute or additional collateral for the Grand Canal Shoppes Whole Loan or any consent or determination with respect to any of the foregoing, other than if required pursuant to the specific terms of the related mortgage loan documents and for which there is no lender discretion;

(vii)      any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Grand Canal Shoppes Whole Loan or any consent to such a waiver or consent to a transfer of the related Mortgaged Property or of any direct or indirect interest in the borrowers or change in control of the borrowers;

(viii)     any incurrence of additional debt by the borrowers or any mezzanine financing by any direct or indirect legal or beneficial owner of the borrowers (to the extent that the lender has consent rights pursuant to the related mortgage loan documents);

(ix)      any material modification, waiver or amendment of, or any material consent granted or withheld in connection with, or the execution of, an intercreditor agreement, co-lender agreement or similar agreement with any mezzanine lender or subordinate debt holder related to the Grand Canal Shoppes 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;

(x)       any property management company changes, including, without limitation, approval of the termination of a manager and appointment of a new property manager and/or terminating, modifying or entering into any property management agreement (in each case, if the lender is required to consent or approve such changes under the related mortgage loan documents);

(xi)      releases of any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance escrows or reserves, other than those required to be released pursuant to the specific terms of the related mortgage loan documents and for which there is no lender discretion;

(xii)     any release of the borrowers or guarantor or other obligor from liability under any of the related mortgage loan documents (including acceptance of an assumption agreement) and the addition of a new guarantor, or any consent or determination with respect to any of the foregoing, other than pursuant to the specific terms of the Grand Canal Shoppes Whole Loan and for which there is no lender discretion;

(xiii)     any determination of an acceptable insurance default;

(xiv)     the approval of or voting on any plan of reorganization, restructuring or similar plan or other material action or decision in the bankruptcy of the borrowers;

(xv)      any material modification, waiver or amendment of any guaranty or environmental indemnity related to the Grand Canal Shoppes Whole Loan;

(xvi)     any approval of any property insurance settlements or award in connection with a taking related to the related Mortgaged Property or the approval of a determination to apply such insurance proceeds or award to the repayment of the Grand Canal Shoppes Whole Loan rather than to the restoration of the related Mortgaged Property, other than pursuant to the specific terms of the Grand Canal Shoppes Whole Loan and for which there is no lender discretion;

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(xvii)    any determination by the master servicer to transfer the Grand Canal Shoppes Whole Loan to the special servicer based on a determination that (A) a default (other than an Acceptable Insurance Default) is reasonably foreseeable, (B) such default will materially impair the value of the related Mortgaged Property as security for the Grand Canal Shoppes Whole Loan and (C) the default is likely to continue unremedied;

(xviii)   any material modification or waiver of the insurance requirements set forth in the related mortgage loan documents;

(xix)    any material modification or waiver of any special purpose entity requirements set forth in the related mortgage loan documents; or

(xx)     any material modification of, or material waiver of any provision of, the related reciprocal easement;

provided that during any Grand Canal Shoppes Control Appraisal Period, “Grand Canal Shoppes Major Decisions” will mean the list of major decisions described under the MSC 2019-H7 PSA.

Neither the master servicer nor the special servicer will be required to follow any advice or consultation provided by the Grand Canal Shoppes Directing Holder (or its designee) that would require or cause the master servicer or special servicer, as applicable, to violate any applicable law, including the REMIC provisions, be inconsistent with the related servicing standard, require or cause such master servicer or special servicer, as applicable, to violate provisions of the Grand Canal Shoppes Co-Lender Agreement or the MSC 2019-H7 PSA, require or cause such master servicer or special servicer, as applicable, to violate the terms of the Grand Canal Shoppes Whole Loan, or materially expand the scope of any of the master servicer’s or special servicer’s, as applicable, responsibilities under the Grand Canal Shoppes Co-Lender Agreement or the MSC 2019-H7 PSA.

Cure Rights

If the related borrowers fails to make any monetary payment by the end of the applicable grace period for such payment permitted under the applicable mortgage loan documents or the related borrowers otherwise defaults with respect to the Grand Canal Shoppes Whole Loan, the holder of the Grand Canal Shoppes Subordinate Companion Loan will have the right to cure a default (i) with respect to any monetary default, within five business days after receipt of notice of such monetary default or (ii) with respect to any non-monetary default, within the cure period afforded to the borrowers under the related Whole Loan documents (but at least 30 days in any event) or such longer period as provided in the Grand Canal Shoppes Co-Lender Agreement. The holder of the Grand Canal Shoppes Subordinate Companion Loan will be limited to ten cures related to monetary defaults, no more than six of which may occur within any consecutive 12-month period.

So long as a monetary default exists for which a cure payment permitted the Grand Canal Shoppes Co-Lender Agreement is made, such monetary default will not be treated as an event of default by any Grand Canal Shoppes noteholder (including for purposes of (i) the definition of “Grand Canal Shoppes Sequential Pay Event” as provided in “—Distributions” above, (ii) accelerating the Grand Canal Shoppes Whole Loan, modifying, amending or waiving any provisions of the related Whole Loan documents or commencing proceedings for foreclosure or the taking of title by deed-in-lieu of foreclosure or other similar legal proceedings with respect to any Grand Canal Shoppes Mortgaged Property; or (iii) treating the Grand Canal Shoppes Whole Loan as a specially serviced loan).

Purchase Option

At any time an event of default under the Grand Canal Shoppes Whole Loan has occurred and is continuing, upon written notice to the holders of the Grand Canal Shoppes Senior Loans (such notice, a “Grand Canal Shoppes Noteholder Purchase Notice”), the holder of the Grand Canal Shoppes Subordinate Companion Loan will have the right to purchase the Grand Canal Shoppes Senior Loans in whole but not in part at the applicable Grand Canal Shoppes Defaulted Mortgage Loan Purchase Price on a date selected

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by such holder that is not earlier than seven business days after, or later than 45 days after, the date of the Grand Canal Shoppes Noteholder Purchase Notice. All out-of-pocket costs and expenses related to such purchase are required to be paid by the holder of the Grand Canal Shoppes Subordinate Companion Loan.

The right of the holder of the Grand Canal Shoppes Subordinate Companion Loan to purchase the Grand Canal Shoppes Senior Loans will automatically terminate upon a foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to the Grand Canal Shoppes Mortgaged Property (and the special servicer will be required to give the holder of the Grand Canal Shoppes Subordinate Companion Loan at least 15 days’ prior written notice of its intent with respect to any such action).

“Grand Canal Shoppes Defaulted Mortgage Loan Purchase Price” means the sum, without duplication, of (a) the aggregate principal balance of the Grand Canal Shoppes Senior Loans, (b) accrued and unpaid interest thereon at the Grand Canal Shoppes Note A Rate, from the date as to which interest was last paid in full by related borrowers up to and including the end of the interest accrual period relating to the monthly payment date next following the date of purchase, (c) any other amounts due under the Grand Canal Shoppes Whole Loan, other than prepayment premiums, default interest, late fees, exit fees and any other similar fees, provided that if the related borrowers or a borrower related party is the purchaser, the Grand Canal Shoppes Defaulted Mortgage Loan Purchase Price will include prepayment premiums, default interest, late fees, exit fees and any other similar fees, (d) without duplication of amounts under clause (c), any unreimbursed property protection or servicing advances and any expenses incurred in enforcing the mortgage loan documents (including, without limitation, servicing advances payable or reimbursable to any servicer, and earned and unpaid special servicing fees), (e) without duplication of amounts under clause (c), any accrued and unpaid interest on advances, (f) (x) if the related borrowers or a borrower related party is the purchaser or (y) if the Grand Canal Shoppes Whole Loan is purchased after 90 days after such option first becomes exercisable, any liquidation or workout fees payable under the MSC 2019-H7 PSA with respect to the Grand Canal Shoppes Whole Loan and (g) any Grand Canal Shoppes Recovered Costs, but only to the extent not reimbursed previously to a Grand Canal Shoppes Senior Loan pursuant to the Grand Canal Shoppes Co-Lender Agreement. Notwithstanding the foregoing, if the Grand Canal Shoppes Subordinate Companion Loan holder is purchasing from the related borrowers or a borrower related party, the Grand Canal Shoppes Defaulted Mortgage Loan Purchase Price will not include the amounts described under clauses (d) through (f) of this definition. If the Grand Canal Shoppes Whole Loan is converted into a REO Property, for purposes of determining the Grand Canal Shoppes Defaulted Mortgage Loan Purchase Price, interest will be deemed to continue to accrue on each Grand Canal Shoppes Senior Loan at the Grand Canal Shoppes Note A Rate as if the related Whole Loan were not so converted. In no event will the Grand Canal Shoppes Defaulted Mortgage Loan Purchase Price include amounts due or payable to the Grand Canal Shoppes Subordinate Companion Loan holder under the Grand Canal Shoppes Co-Lender Agreement.

“Grand Canal Shoppes Recovered Costs” means any amounts referred to in clause (d) and/or (e) of the definition of “Grand Canal Shoppes Defaulted Mortgage Loan Purchase Price” that at the time of determination have been paid from sources other than the Grand Canal Shoppes Whole Loan or the Grand Canal Shoppes Mortgaged Property.

Sale of Defaulted Whole Loan

If the Grand Canal Shoppes Whole Loan becomes a defaulted mortgage loan, the special servicer will be required to sell the Grand Canal Shoppes Senior Loans together as notes evidencing one whole A note, and will not have the right to sell the Grand Canal Shoppes Subordinate Companion Loan without the consent of the holder thereof. Notwithstanding the foregoing, the special servicer will not be permitted to sell any Grand Canal Shoppes Senior Loan without the consent of the holder thereof unless it has delivered to such holder (a) at least 15 business days prior written notice of any decision to attempt to sell the Grand Canal Shoppes Senior Loans, (b) at least 10 days prior to the proposed sale date, a copy of each bid package (together with any amendments to such bid packages) received by the special servicer in connection with any such proposed sale, (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal and certain other supplementary documents (if requested by such holder that are material to the price of the Grand Canal Shoppes Senior Loans), and (d) until the sale is completed, and a

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reasonable period (but no less time than is afforded to other offerors and the Grand Canal Shoppes Directing Holder) prior to the proposed sale date, all information and documents being provided to offerors or otherwise approved by the special servicer in connection with the proposed sale. In conducting such sale, whether any cash offer from an interested person constitutes a fair price for the Grand Canal Shoppes Senior Loans is required to be determined by the trustee; provided, that no offer from an interested person will constitute a fair price unless (i) it is the highest offer received and (ii) at least two bona fide other offers are received from independent third parties.

Special Servicer Appointment Rights

The Grand Canal Shoppes Directing Holder (or its designee) will have the right to terminate the special servicer under the MSC 2019-H7 PSA with respect to the Grand Canal Shoppes Whole Loan, with or without cause, upon at least 10 business days’ prior notice to the special servicer. Any such termination will not be effective unless and until (a) each applicable rating agency delivers a rating agency confirmation, (b) the initial or successor special servicer has assumed in writing all of the responsibilities, duties and liabilities of the special servicer under the MSC 2019-H7 PSA from and after the date it becomes the special servicer of the Grand Canal Shoppes Whole Loan under the MSC 2019-H7 PSA pursuant to an assumption agreement reasonably satisfactory to the trustee under the MSC 2019-H7 PSA and (c) the trustee under the MSC 2019-H7 PSA has received an opinion of counsel reasonably satisfactory to the trustee to the effect that (i) the designation of such replacement to serve as special servicer with respect to the Grand Canal Shoppes Whole Loan under MSC 2019-H7 PSA is in compliance with the terms of the MSC 2019-H7 PSA, (ii) such replacement special servicer will be bound by the terms of the MSC 2019-H7 PSA with respect to the Grand Canal Shoppes Whole Loan and (iii) subject to customary qualifications and exceptions, the MSC 2019-H7 PSA will be enforceable against the replacement special servicer, in accordance with its terms.

Additional Information

Each of the tables presented on Annex A-2 sets forth selected characteristics of the pool of Mortgage Loans as of the Cut-off Date, if applicable. For a detailed presentation of certain additional characteristics of the Mortgage Loans and the Mortgaged Properties on an individual basis, see Annex A-1. For a brief summary of the 15 largest Mortgage Loans in the pool of Mortgage Loans, see Annex A-3.

The description in this prospectus, including Annex A-1, Annex A-2 and Annex A-3, of the Mortgage Pool and the Mortgaged Properties is based upon the Mortgage Pool as expected to be constituted at the close of business on the Cut-off Date, as adjusted for the scheduled principal payments due on the Mortgage Loans on or before the Cut-off Date. Prior to the issuance of the Offered Certificates, a Mortgage Loan may be removed from the Mortgage Pool if the depositor deems such removal necessary or appropriate or if it is prepaid. This may cause the range of Mortgage Rates and maturities as well as the other characteristics of the Mortgage Loans to vary from those described in this prospectus.

A Form ABS-EE with the information required by Item 1125 of Regulation AB (17 CFR 2219.1125), Schedule AL – Asset-Level Information will be filed or caused to be filed by the depositor with respect to the issuing entity on or prior to the date of the filing of this prospectus and will provide such information for a reporting period commencing on the day after the hypothetical Determination Date in October 2019 and ending on the hypothetical Determination Date in November 2019. In addition, a Current Report on Form 8-K containing detailed information regarding the Mortgage Loans will be available to persons (including beneficial owners of the Offered Certificates) who receive this prospectus and will be filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), together with the PSA, with the United States Securities and Exchange Commission (the “SEC”) on or prior to the date of the filing of the final prospectus.

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Transaction Parties

The Sponsors and Mortgage Loan Sellers

Goldman Sachs Mortgage Company, Argentic Real Estate Finance LLC and Starwood Mortgage Capital LLC are sponsors and mortgage loan sellers in this securitization transaction.

For a description of certain affiliations, relationships and related transactions between the sponsors and the other transaction parties, see “Risk Factors—Risks Related to Conflicts of Interest” and “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

Goldman Sachs Mortgage Company

General

Goldman Sachs Mortgage Company (“GSMC”) is a New York limited partnership, is a sponsor and a mortgage loan seller. The respective Mortgage Loans that GSMC is selling to the depositor in this securitization transaction are collectively referred to in this prospectus as the “GSMC Mortgage Loans”.

GSMC was formed in 1984. Its general partner is Goldman Sachs Real Estate Funding Corp. and its limited partner is Goldman Sachs Bank USA (“GS Bank”). GSMC’s executive offices are located at 200 West Street, New York, New York 10282, telephone number (212) 902-1000. GSMC is an affiliate of GS Bank, an originator, Goldman Sachs & Co. LLC, an underwriter, and the depositor.

GS Bank is the originator (or co-originator) of all of the GSMC Mortgage Loans. The Grand Canal Shoppes Whole Loan was co-originated by GS Bank, Morgan Stanley Bank, N.A. (“MSBNA”), Wells Fargo Bank, National Association and JP Morgan Chase Bank, National Association (“JPMCB”).

Neither GSMC nor any of its affiliates will insure or guarantee distributions on the certificates. The Certificateholders will have no rights or remedies against GSMC for any losses or other claims in connection with the certificates or the Mortgage Loans except in respect of the repurchase and substitution obligations for material document defects or the material breaches of representations and warranties made by GSMC in the related MLPA as described under “Description of the Mortgage Loan Purchase Agreements”.

GSMC’s Commercial Mortgage Securitization Program

As a sponsor, GSMC originates and acquires fixed and floating rate commercial mortgage loans and either by itself or together with other sponsors or mortgage loan sellers, organizes and initiates the public and/or private securitization of such commercial mortgage loans by transferring the commercial mortgage loans to a securitization depositor, including GS Commercial Securities Corporation II or another entity that acts in a similar capacity. In coordination with its affiliates, Goldman Sachs Commercial Mortgage Capital, L.P., Goldman Sachs Bank USA (“GS Bank”) and other unaffiliated underwriters, GSMC works with rating agencies, investors, unaffiliated mortgage loan sellers and servicers in structuring the securitization transaction.

From the beginning of its participation in commercial mortgage securitization programs in 1996 through December 31, 2018, GSMC originated or acquired approximately 2,897 fixed and floating rate commercial and multifamily mortgage loans with an aggregate original principal balance of approximately $120.2 billion. As of December 31, 2018, GSMC had acted as a sponsor and mortgage loan seller on approximately 182 fixed and floating-rate commercial mortgage-backed securitization transactions. GSMC securitized approximately $2.165 billion, $4.636 billion, $6.586 billion, $5.098 billion, $6.284 billion, $6.972 billion, $11.730 billion and $8.548 billion of commercial loans in public and private offerings in calendar years 2011, 2012, 2013, 2014, 2015, 2016, 2017 and 2018, respectively.

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Review of GSMC Mortgage Loans

Overview. GSMC, in its capacity as the sponsor of the GSMC Mortgage Loans, has conducted a review of the GSMC Mortgage Loans in connection with the securitization described in this prospectus. The review of the GSMC Mortgage Loans was performed by a deal team comprised of real estate and securitization professionals who are employees of one or more of GSMC’s affiliates (the “GSMC Deal Team”). The review procedures described below were employed with respect to all of the GSMC Mortgage Loans, except that certain review procedures only were relevant to the large loan disclosures in this prospectus, as further described below. No sampling procedures were used in the review process.

Database. To prepare for securitization, members of the GSMC Deal Team created a database of loan-level and property-level information relating to each GSMC Mortgage Loan. The database was compiled from, among other sources, the related Mortgage Loan documents, third party reports, zoning reports, insurance policies, borrower supplied information (including, but not limited to, rent rolls, leases, operating statements and budgets) and information collected by the Goldman Originator during the underwriting process. After origination of each GSMC Mortgage Loan, the GSMC Deal Team updated the information in the database with respect to the GSMC Mortgage Loan based on updates provided by the related servicer relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity, and information otherwise brought to the attention of the GSMC Deal Team.

A data tape (the “GSMC Data Tape”) containing detailed information regarding each GSMC Mortgage Loan was created from the information in the database referred to in the prior paragraph. The GSMC Data Tape was used by the GSMC Deal Team to provide certain numerical information regarding the GSMC Mortgage Loans in this prospectus.

Data Comparison and Recalculation. The depositor, on behalf of GSMC, engaged a third party accounting firm to perform certain data comparison and recalculation procedures designed by GSMC, relating to information in this prospectus regarding the GSMC Mortgage Loans. These procedures included:

● comparing certain information in the GSMC Data Tape against various source documents provided by GSMC that are described above under “—Database”;

● comparing numerical information regarding the GSMC Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus against the GSMC Data Tape; and

● recalculating certain percentages, ratios and other formulae relating to the GSMC Mortgage Loans disclosed in this prospectus.

Legal Review. GSMC engaged various law firms to conduct certain legal reviews of the GSMC Mortgage Loans for disclosure in this prospectus. In anticipation of the securitization of each GSMC Mortgage Loan, origination counsel prepared a loan and property summary that sets forth salient loan terms and summarizes material deviations from GSMC’s standard form loan documents. In addition, origination counsel for each GSMC Mortgage Loan reviewed GSMC’s representations and warranties set forth on Annex D-1 to this prospectus and, if applicable, identified exceptions to those representations and warranties.

Securitization counsel was also engaged to assist in the review of the GSMC Mortgage Loans. Such assistance included, among other things, (i) a review of sections of the loan agreement relating to certain GSMC Mortgage Loans marked against the standard form document, (ii) a review of the loan and property summaries referred to above relating to the GSMC Mortgage Loans prepared by origination counsel and (iii) a review of a due diligence questionnaire completed by the GSMC Deal Team. Securitization counsel also reviewed the property release provisions, if any, for each GSMC Mortgage Loan with multiple Mortgaged Properties for compliance with the REMIC provisions. In addition, for each GSMC Mortgage Loan originated by GSMC or its affiliates, GSMC prepared and delivered to its securitization counsel for review an asset summary, which summary includes important loan terms and certain property level information obtained during the origination process.

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Based on their respective reviews of pertinent sections of the related Mortgage Loan documents, origination counsel or securitization counsel also assisted in the preparation of the Mortgage Loan summaries of those of the GSMC Mortgage Loans included in the ten largest Mortgage Loans in the Mortgage Pool, and the abbreviated Mortgage Loan summaries for those of the GSMC Mortgage Loans included in the next five largest Mortgage Loans in the Mortgage Pool, which summaries are incorporated on “Annex A-3—Description of Top Fifteen Mortgage Loans”. The applicable borrowers and borrowers’ counsel reviewed these GSMC Mortgage Loan summaries as well.

Other Review Procedures. With respect to any pending litigation that existed at the origination of any GSMC Mortgage Loan, GSMC requested updates from the related borrower, origination counsel and/or borrower’s litigation counsel. GSMC conducted a search with respect to each borrower under a GSMC Mortgage Loan to determine whether it filed for bankruptcy after origination of the GSMC Mortgage Loan. If GSMC became aware of a significant natural disaster in the vicinity of any Mortgaged Property securing a GSMC Mortgage Loan, GSMC obtained information on the status of the Mortgaged Property from the related borrower to confirm no material damage to the Mortgaged Property.

The GSMC Deal Team also consulted with the Goldman Originator to confirm that the GSMC Mortgage Loans were originated in compliance with the origination and underwriting criteria described below under “—Goldman Originator’s Underwriting Guidelines and Processes”, as well as to identify any material deviations from those origination and underwriting criteria. See “—Goldman Originator’s Underwriting Guidelines and Processes—Exceptions to Goldman Originator’s Disclosed Underwriting Guidelines” below.

Findings and Conclusions. Based on the foregoing review procedures, GSMC determined that the disclosure regarding the GSMC Mortgage Loans in this prospectus is accurate in all material respects. GSMC also determined that the GSMC Mortgage Loans were originated or acquired in accordance with GSMC’s origination procedures and underwriting criteria except as described under “—Goldman Originator’s Underwriting Guidelines and Processes—Exceptions to Goldman Originator’s Disclosed Underwriting Guidelines” below. GSMC attributes to itself all findings and conclusions resulting from the foregoing review procedures.

The Goldman Originator

GS Bank is affiliated with GSMC, one of the sponsors, Goldman Sachs & Co. LLC, one of the underwriters, and the depositor. GS Bank is referred to as the “Goldman Originator” in this prospectus.

The primary business of the Goldman Originator is the underwriting and origination, either by itself or together with another originator, of mortgage loans secured by commercial or multifamily properties. The commercial mortgage loans originated by the Goldman Originator include both fixed and floating rate commercial mortgage loans and such commercial mortgage loans are often included in both public and private securitizations. Many of the commercial mortgage loans originated by GS Bank are acquired by GSMC and sold to securitizations in which GSMC acts as sponsor and/or loan seller.

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Fixed Rate Commercial Mortgage Loans⁽¹⁾

Year	Total Goldman Originator Fixed Rate Loans Originated (approximate)	Total Goldman Originator Fixed Rate Loans Securitized (approximate)
2018	$3.1 billion	$2.6 billion
2017	$7.3 billion	$7.7 billion
2016	$6.1 billion	$5.2 billion
2015	$6.2 billion	$6.0 billion
2014	$2.9 billion	$3.1 billion
2013	$5.0 billion	$5.3 billion
2012	$5.6 billion	$4.6 billion
2011	$2.3 billion	$2.2 billion
2010	$1.6 billion	$1.1 billion
2009	$400 million	$400 million

(1) Represents origination for all Goldman Originator and affiliates of Goldman Originator originating commercial mortgage loans.

Floating Rate Commercial Mortgage Loans⁽¹⁾

Year	Total Goldman Originator Floating Rate Loans Originated (approximate)	Total Goldman Originator Floating Rate Loans Securitized (approximate)
2018	$8.1 billion	$5.9 billion
2017	$5.6 billion	$4.0 million
2016	$2.3 billion	$1.6 million
2015	$2.0 billion	$261.0 million
2014	$3.2 billion	$2.0 billion
2013	$777 million	$1.3 billion
2012	$1.9 billion	$0
2011	$140 million	$0
2010	$0	$0
2009	$40 million	$0

(1) Represents origination for the Goldman Originator and affiliates of the Goldman Originator originating commercial mortgage loans.

Goldman Originator’s Underwriting Guidelines and Processes

The Goldman Originator’s commercial mortgage loans are primarily originated in accordance with the origination procedures and underwriting criteria described below. However, variations from these procedures and criteria may occur as a result of various conditions including each loan’s specific terms, the quality or location of the underlying real estate, the property’s tenancy profile, the background or financial strength of the borrower/sponsor, or any other pertinent information deemed material by the Goldman Originator. Therefore, this general description of the Goldman Originator’s origination procedures and underwriting criteria is not intended as a representation that every commercial mortgage loan originated by it complies entirely with all procedures and criteria set forth below. For important information about the circumstances that have affected the underwriting of a GSMC Mortgage Loan in the mortgage pool, see “—Exceptions to Goldman Originator’s Disclosed Underwriting Guidelines” below and “Annex D-2—Exceptions to Goldman Sachs Mortgage Company Representations and Warranties”.

The underwriting process for each mortgage loan originated by the Goldman Originator is performed by an origination team comprised of real estate professionals which typically includes an originator, analyst, loan officer and commercial closer. This team conducts a review of the related mortgaged property, which typically includes an examination of historical operating statements (if available), rent rolls, certain tenant leases, current and historical real estate tax information, insurance policies and/or schedules, and third party reports pertaining to appraisal/valuation, zoning, environmental status and physical condition/seismic/engineering. In certain cases, the Goldman Originator may engage an independent third party due diligence provider, pursuant to a program of specified procedures, to assist in the underwriting

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and preparation of analyses required by such procedures, subject to the oversight and ultimate review and approval by the Goldman Originator origination team.

A member of the Goldman Originator origination team performs or engages a third party to perform an inspection of the property in order to assess the physical quality of the collateral, confirm tenancy, and determine visibility and accessibility of the property as well as proximity to major thoroughfares, transportation centers, employment sources, retail areas, educational facilities and recreational areas. Such site inspections are also generally used to assess the submarket in which the property is located and to evaluate the property’s competitiveness within its market.

The Goldman Originator origination team also performs a review of the financial status, credit history and background of the borrower and certain key principals of the borrower. Among the items generally reviewed are financial statements, independent credit reports, criminal/background investigations, and specific searches in select jurisdictions for judgments, liens, bankruptcy and pending litigation.

After the compilation and review of all documentation and other relevant considerations, the origination team finalizes its underwriting analysis of the property’s cash flow in accordance with the property specific cash flow underwriting guidelines of the Goldman Originator. Determinations are also made regarding the implementation of appropriate loan terms to structure around risks, resulting in features such as ongoing escrows or up front reserves, letters of credit, lockboxes/cash management agreements or guarantees. A complete credit committee package is prepared to summarize all of the above referenced information.

All commercial mortgage loans must be presented to one or more credit committees which consist of senior real estate professionals, among others. After a review of the credit committee package and a discussion of the loan, the committee may approve the loan as recommended or request additional due diligence, modify the terms, or reject the loan entirely.

The Goldman Originator’s underwriting guidelines generally require that a mortgage loan have, at origination, a minimum underwritten debt service coverage ratio of 1.20x for multifamily properties, 1.40x for hospitality properties and 1.25x for all other property types and maximum loan-to-value ratio of 80% for multifamily properties and 75% for all other property types. However these thresholds are guidelines and exceptions may be made on the merits of each individual loan taking into account such factors as reserves, letters of credit and/ or guarantees, the Goldman Originator’s judgment of the property and/or market performance in the future.

Certain properties may also be encumbered by, or otherwise support payments on, subordinate debt and/or mezzanine debt secured by direct or indirect ownership interests in the borrower. It is possible that the Goldman Originator or an affiliate will be a lender on that additional debt, and may either sell such debt to an unaffiliated third party or hold it in inventory. When such additional debt is taken into account, the aggregate debt may not conform to the aforementioned debt service coverage ratio and loan-to-value ratio parameters.

The Goldman Originator may require borrowers to fund various escrows for taxes, insurance, capital expenses and replacement reserves. In addition, the Goldman Originator may identify certain risks that warrant additional escrows or holdbacks for items such as leasing-related matters, deferred maintenance, environmental remediation or unfunded obligations, which escrows or holdbacks would be released upon satisfaction of the applicable conditions. Springing escrows may also be structured for identified risks such as specific rollover exposure, to be triggered upon the non-renewal of one or more key tenants. In some cases, the borrower may be allowed to post a letter of credit or guaranty in lieu of a cash reserve, or provide periodic evidence of timely payment of a typical escrow item. Escrows are evaluated on a case-by-case basis and are not required for all commercial mortgage loans originated by the Goldman Originator.

Generally, the required escrows for GSMC Mortgage Loans are as follows:

● Taxes—An initial deposit and monthly escrow deposits equal to 1/12^th of the annual property taxes (based on the most recent property assessment and the current millage rate) are typically required to satisfy all taxes and assessments, except that such escrows are not required in certain

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circumstances, including, but not limited to, (i) if there is an institutional or high net-worth individual property sponsor or (ii) if the related mortgaged property is a single tenant property in which the related tenant is required to pay taxes directly.

● Insurance—An initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are typically required to pay all insurance premiums, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related borrower maintains a blanket insurance policy or (ii) if the related mortgaged property is a single tenant property and the related tenant is required to obtain insurance directly or self-insures.

● Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third party property condition or engineering report, or to certain minimum requirements by property type, except that such escrows are not required in certain circumstances, including, but not limited to, if the related mortgaged property is a single tenant property and the related tenant is responsible for all repairs and maintenance, including those required with respect to the roof and improvement structure.

● Tenant Improvement / Leasing Commissions—Tenant improvement / leasing commission reserves may be required to be funded either at loan origination and/or during the related mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related mortgaged property is a single tenant property and the related tenant’s lease extends beyond the loan term or (ii) where rent at the related mortgaged property is considered below market.

● Deferred Maintenance—A deferred maintenance reserve may be required to be funded at loan origination in an amount equal to 100% to 125% of the estimated cost of material immediate repairs or replacements identified in the property condition or engineering report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) the sponsor of the borrower delivers a guarantee to complete the immediate repairs in a specified amount of time, (ii) the deferred maintenance amount does not materially impact the function, performance or value of the property or (iii) if the related mortgaged property is a single tenant property the tenant is responsible for the repairs.

● Environmental Remediation—An environmental remediation reserve may be required at loan origination in an amount equal to 100% to 125% of the estimated remediation cost identified in the environmental report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) the sponsor of the borrower delivers a guarantee agreeing to take responsibility and pay for the identified environmental issues or (ii) environmental insurance is obtained or already in place.

For a description of the escrows collected with respect to the GSMC Mortgage Loans, please see Annex A-1 to this prospectus.

The Goldman Originator and its origination counsel will generally examine whether the use and occupancy of the property is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property.  Evidence of this compliance may be in the form of one or more of the following:  legal opinions, surveys, recorded documents, temporary or permanent certificates of occupancy, letters from government officials or agencies, title insurance endorsements, engineering or consulting reports, zoning reports and/or representations by the related borrower.  In some cases, a mortgaged property may constitute a legal non-conforming use or structure.  In such cases, the Goldman Originator may require an endorsement to the title insurance policy and/or the acquisition of law and ordinance coverage in the casualty insurance policy with respect to the particular non-conformity unless it determines that:  (i) the non-conformity should not have a material adverse effect on the ability of the

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borrower to rebuild; or (ii) if the improvements are rebuilt in accordance with currently applicable law, the value and performance of the property would be acceptable; or (iii) any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring; or (iv) a cash reserve, a letter of credit or an agreement imposing recourse liability from a principal of the borrower is provided to cover losses.

The borrower is required to provide, and the Goldman Originator or its origination counsel typically will review, a title insurance policy for each property. The title insurance policies provided typically must meet the following requirements: (i) written by a title insurer licensed to do business in the jurisdiction where the mortgaged property is located, (ii) in an amount at least equal to the original principal balance of the mortgage loan, (iii) protection and benefits run to the mortgagee and its successors and assigns, (iv) written on an American Land Title Association form or equivalent policy promulgated in the jurisdiction where the mortgaged property is located and (v) if a survey was prepared, the legal description of the mortgaged property in the title policy conforms to that shown on the survey.

Except in certain instances where credit rated tenants are required to obtain insurance or may self-insure, the Goldman Originator typically requires that the related mortgaged property be insured by a hazard insurance policy with a customary deductible and in an amount at least equal to the lesser (x) of the outstanding principal balance of the mortgage loan and (y) 100% of the full insurable replacement cost of the improvements located on the property. If applicable, the policy contains appropriate endorsements to avoid the application of coinsurance and does not permit reduction in insurance proceeds for depreciation, except that the policy may permit a deduction for depreciation in connection with a cash settlement after a casualty if the insurance proceeds are not being applied to rebuild or repair the damaged improvements.

Flood insurance, if available, must be in effect for any mortgaged property that at the time of origination included material improvements in any area identified in the Federal Register by the Federal Emergency Management Agency as a special flood hazard area. The flood insurance policy must meet the requirements of the then-current guidelines of the Federal Insurance Administration, be provided by a generally acceptable insurance carrier and be in an amount representing coverage not less than the least of: (i) the outstanding principal balance of the mortgage loan, (ii) the full insurable value of the property and (iii) the maximum amount of insurance available under the National Flood Insurance Act of 1968, except in some cases where self-insurance is permitted.

The standard form of hazard insurance policy typically covers physical damage or destruction of the improvements on the mortgaged property caused by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion. The policies may contain some conditions and exclusions to coverage, including exclusions related to acts of terrorism. Generally, each of the mortgage loans requires that the related property have coverage for terrorism or terrorist acts, if such coverage is available at commercially reasonable rates. In some cases, there is a cap on the amount that the related borrower will be required to expend on terrorism insurance.

Each mortgage typically also requires the borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the property in an amount customarily required by institutional lenders.

Each mortgage typically further requires the related borrower to maintain business interruption or rent loss insurance in an amount not less than 100% of the projected rental income from the related property for not less than twelve months.

Although properties are typically not insured for earthquake risk, a borrower will be required to obtain earthquake insurance if the seismic report indicates that the PML or SEL is greater than 20%.

In the course of originating their respective GSMC Mortgage Loans, the Goldman Originator generally considered the results of third party reports as described below:

● Appraisal—the Goldman Originator obtains an appraisal or an update of an existing appraisal for each mortgaged property prepared by an appraisal firm approved in accordance with the Goldman Originator’s internal documented appraisal policy. The Goldman Originator origination team and a

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third party consultant engaged by the Goldman Originator typically reviews the appraisal. All appraisals are conducted by an independent appraiser that is state certified, an appraiser belonging to the Appraisal Institute, a member association of professional real estate appraisers, or any otherwise qualified appraiser. All appraisals are conducted in accordance with the Uniform Standards of Professional Appraisal Practices. In addition, the appraisal report (or a separate letter) includes a statement by the appraiser that the guidelines in Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended, were followed in preparing the appraisal.

● Environmental Report—The Goldman Originator obtains a Phase I site assessment or an update of a previously obtained site assessment for each mortgaged property prepared by an environmental firm approved by the Goldman Originator. In certain cases, the borrower may have obtained the Phase I site assessment, and the assessment is then re-addressed to the Goldman Originator. The Goldman Originator origination team and a third party environmental consultant engaged by the Goldman Originator or the borrower typically reviews the Phase I site assessment to verify the presence or absence of potential adverse environmental conditions. Furthermore, an environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues. For example, an analysis for radon, lead-based paint, mold and lead in drinking water will usually be conducted only at multifamily rental properties and only when the Goldman Originator or the environmental consultant believes that such an analysis is warranted under the circumstances. In cases in which the Phase I site assessment identifies any potential adverse environmental conditions and no third party is identified as responsible for such condition, or the condition has not otherwise been satisfactorily mitigated, the Goldman Originator generally requires additional environmental testing, such as a Phase II environmental assessment on the related mortgaged property, an environmental insurance policy, the borrower to conduct remediation activities or to establish an operations and maintenance plan, or to place funds in escrow to be used to address any required remediation.

● Physical Condition Report—The Goldman Originator obtains a physical condition report (“PCR”) or an update of a previously obtained PCR for each mortgaged property prepared by a structural engineering firm approved by the Goldman Originator to assess the structure, exterior walls, roofing, interior structure and/ or mechanical and electrical systems. In certain cases, the borrower may have obtained the PCR, and the PCR is then re-addressed to the Goldman Originator. The Goldman Originator and a third party structural consultant engaged by the Goldman Originator or the borrower typically reviews the PCR to determine the physical condition of the property, and to determine the anticipated costs of necessary repair, replacement and major maintenance or capital expenditure over the term of the mortgage loan. In cases in which the PCR identifies an immediate need for material repairs or replacements with an anticipated cost that is over a certain minimum threshold or percentage of loan balance, the Goldman Originator generally requires that funds be put in escrow at the time of origination of the mortgage loan to complete such repairs or replacements or obtains a guarantee from a sponsor of the borrower in lieu of reserves.

● Seismic—The Goldman Originator generally obtains a seismic report or an update of a previously obtained seismic report for all mortgaged properties located in seismic zone 3 or 4 to assess probable maximum loss (“PML”) or scenario expected loss (“SEL”) for the related mortgaged property. In certain cases, the borrower may have obtained the seismic report and the seismic report is then re-addressed to the Goldman Originator.

From time to time, GSMC originates mortgage loans together with other financial institutions. The resulting mortgage loans are evidenced by two or more promissory notes, at least one of which will reflect GSMC as the payee. GSMC has in the past and may in the future deposit such promissory notes for which it is named as payee with one or more securitization trusts, while its co-originators have in the past and may in the future deposit such promissory notes for which they are named payee into other securitization trusts.

The Grand Canal Shoppes Mortgage Loan (2.9%) was (together with any related Companion Loans) co-originated by GS Bank, MSBNA, WFBNA and JPMCB. The Grand Canal Shoppes Mortgage Loan

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(2.9%) and each related Companion Loan was co-originated in accordance with the underwriting guidelines described above.

Servicing

Interim servicing for all of GSMC’s loans prior to securitization is typically performed by a nationally recognized rated third party interim servicer. In addition, primary servicing is occasionally retained by certain qualified mortgage brokerage firms under established sub-servicing agreements with GSMC, which firms may continue primary servicing certain loans following the securitization closing date. Otherwise, servicing responsibilities are transferred from the interim servicer to the master servicer of the securitization trust (and a primary servicer when applicable) at closing of the securitization. From time to time, the interim servicer may retain primary servicing.

Exceptions to Goldman Originator’s Disclosed Underwriting Guidelines

The Goldman Originator has disclosed generally its underwriting guidelines with respect to the GSMC Mortgage Loans. However, one or more of the GSMC Mortgage Loans may vary from the specific Goldman Originator underwriting guidelines described above when additional credit positive characteristics are present as discussed above. In addition, in the case of one or more of the GSMC Mortgage Loans, the Goldman Originator may not have applied each of the specific underwriting guidelines described above as the result of case-by-case permitted flexibility based upon other compensating factors. In certain cases, the Goldman Originator may have made exceptions and the underwriting of a particular mortgage loan did not comply with all aspects of the disclosed criteria.

The GSMC Mortgage Loans were originated in accordance with the underwriting standards set forth above.

Certain characteristics of the GSMC Mortgage Loans can be found on Annex A-1.

Compliance with Rule 15Ga-1 under the Exchange Act 

GSMC most recently filed a Form ABS-15G pursuant to Rule 15Ga-1 under the Exchange Act on August 14, 2019. GSMC’s Central Index Key is 0001541502. With respect to the period from and including April 1, 2016 to and including June 30, 2019, GSMC has the following activity to report as required by Rule 15Ga-1 under the Exchange Act with respect to repurchase or replacement requests in connection with breaches of representations and warranties made by it as a sponsor of commercial mortgage securitizations.

% of principal balance	Check if Registered	Name of Originator	Total Assets in ABS by Originator			Assets That Were Subject of Demand			Assets That Were Repurchased or Replaced			Assets Pending Repurchase or Replacement (due to expired cure period)				Demand in Dispute			Demand Withdrawn			Demand Rejected
(a)	(b)	(c)	# (d)	$ (e)	% of principal balance (f)	# (g)	$ (h)	% of principal balance (i)	# (j)	$ (k)	% of principal balance (l)	# (m)	$ (n)		% of principal balance (o)	# (p)	$ (q)	% of principal balance (r)	# (s)	$ (t)	% of principal balance (u)		# (v)	$ (w)	% of principal balance (x)
Asset Class:  Commercial Mortgage Backed Securities
GS Mortgage Securities Trust 2012-GCJ9 (CIK 0001560456)	X	Goldman Sachs Mortgage Company	12	411,105,625	29.6	1	0	0.55	0	0	0.00	1	0	0.56		5,900,923	0.55	0.00	0	0	0.00		0	0	0.00
		Citigroup Global Markets Realty Corp.	30	313,430,906	22.6	0	0	0.00	0	0	0.00	0	0	0.00		0	0	0.00	0	0	0.00		0	0	0.00
		Archetype Mortgage Funding I LLC	14	137,272,372	9.9	0	0	0.00	0	0	0.00	0	0	0.00		0	0	0.00	0	0	0.00		0	0	0.00
		Jefferies LoanCore LLC	18	527,119,321	38	0	0	0.00	0	0	0.00	0	0	0.00		0	0	0.00	0	0	0.00		0	0	0.00
Total by Asset Class			74	1,388,928,224	100%	1	0	0.55	0	0	0.00	1	0	0.56		5,900,923	0.55	0.00	0	0	0.00		0	0	0.00

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Retained Interests in This SecuritizationAs of the date of this prospectus, neither GSMC nor any of its affiliates intends to retain any certificates issued by the issuing entity or any other economic interest in this securitization. However, GSMC and/or its affiliates may retain on the Closing Date or own in the future certain classes of certificates. Any such party will have the right to dispose of any such certificates at any time.

The information set forth under “—Goldman Sachs Mortgage Company” has been provided by GSMC.

Argentic Real Estate Finance LLC

General

Argentic Real Estate Finance LLC (“Argentic”) (formerly known as Silverpeak Real Estate Finance LLC) is a sponsor of, and a seller of certain mortgage loans (the “Argentic Mortgage Loans”) into, the securitization described in this prospectus. Argentic is a limited liability company organized under the laws of the State of Delaware. The primary offices of Argentic are located at 40 West 57th Street, 29th Floor, New York, New York 10019.

Argentic is a sponsor and an originator. In addition, Argentic Securities Holdings Cayman Limited, an exempted company incorporated in the Cayman Islands with limited liability, an affiliate of Argentic, is expected to be the initial purchaser of the VRR Interest and the HRR Certificates. Argentic or an affiliate currently holds the Washington Avenue Portfolio Pari Passu Companion Loan, the East Village Multifamily Portfolio Pari Passu Companion Loans and the American Metro Center Pari Passu Companion Loan. However, Argentic intends to sell such Companion Loans in connection with future securitization transactions.

Pursuant to interim servicing agreements between Wells Fargo Bank, National Association, which is the trustee and certificate administrator, and Argentic, which is a sponsor and an originator, or certain affiliates thereof, Wells Fargo Bank, National Association acts as interim servicer and interim custodian with respect to 23 of the Argentic Mortgage Loans (44.5%). In addition, Wells Fargo Bank, National Association, or an affiliate thereof, provides warehouse financing to Argentic and certain of its affiliates through a master repurchase facility. Five of the Argentic Mortgage Loans, representing approximately 16.5% of the Initial Pool Balance, are or are expected to be subject to that repurchase facility as of the date of this prospectus. Proceeds received by Argentic in connection with this securitization transaction will be used, in part, to repurchase from Wells Fargo Bank, National Association, or an affiliate thereof, each of the Argentic Mortgage Loans subject to such master repurchase facility, which Argentic Mortgage Loans will be transferred to the depositor free and clear of any liens.

Argentic’s Securitization Program

Argentic began originating and acquiring loans in 2014 and has not been involved in the securitization of any other types of financial assets. Argentic originates and acquires from unaffiliated third party originators, commercial and multifamily mortgage loans throughout the United States. Since 2014, Argentic has securitized approximately 400 commercial and multifamily mortgage loans with an aggregate original principal balance of approximately $5,700,000.

In connection with this commercial mortgage securitization transaction, Argentic will transfer the Argentic Mortgage Loans to the depositor, who will then transfer the Argentic Mortgage Loans to the issuing entity for this securitization. In return for the transfer by the depositor to the issuing entity of the Argentic Mortgage Loans (together with the other mortgage loans being securitized), the issuing entity will issue commercial mortgage pass-through certificates that are, in whole or in part, backed by, and supported by the cash flows generated by, the mortgage loans being securitized. In coordination with underwriters or initial purchasers and the depositor, Argentic will work with rating agencies, the other loan sellers, servicers and investors and will participate in structuring the securitization transaction to maximize the overall value and capital structure, taking into account numerous factors, including without limitation geographic and property type diversity and rating agency criteria.

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Pursuant to an MLPA, Argentic will make certain representations and warranties, subject to certain exceptions set forth therein, and undertake certain loan document delivery requirements with respect to the Argentic Mortgage Loans; and, in the event of an uncured material breach of any such representation and warranty or an uncured material document defect or omission, Argentic will generally be obligated to repurchase or replace the affected mortgage loan or, in some cases, pay an amount estimated to cover the approximate loss associated with such breach, defect or omission.

Argentic does not act as a servicer of the commercial and multifamily mortgage loans that Argentic originates or acquires and will not act as servicer in this commercial mortgage securitization transaction. Instead, Argentic sells the right to be appointed servicer of its securitized loans to unaffiliated third party servicers and utilizes unaffiliated third party servicers as interim servicers.

Argentic’s Underwriting Standards and Processes

Each of the Argentic Mortgage Loans was originated or acquired by Argentic. Set forth below is a discussion of certain general underwriting guidelines and processes with respect to commercial and multifamily mortgage loans originated or acquired by Argentic.

Notwithstanding the discussion below, given the unique nature of commercial and multifamily mortgaged properties, the underwriting and origination procedures and the credit analysis with respect to any particular commercial or multifamily mortgage loan may significantly differ from one asset to another, and will be driven by circumstances particular to that property, including, among others, its type, current use, size, location, market conditions, reserve requirements and additional collateral, tenants and leases, borrower identity, sponsorship, performance history and/or other factors. Consequently, the underwriting of certain commercial or multifamily mortgage loan originated or acquired by Argentic may not conform to the general guidelines and processes described below. For important information about the circumstances that have affected the underwriting of particular Argentic Mortgage Loans, see “—Argentic’s Underwriting Standards and Processes—Exceptions” below and “Annex E-2—Exceptions to Argentic Real Estate Finance LLC Representations and Warranties” in this prospectus.

Loan Analysis. Generally both a credit analysis and a collateral analysis are conducted with respect to each commercial and multifamily mortgage loan. The credit analysis of the borrower generally includes a review of third party credit reports or judgment, lien, bankruptcy and pending litigation searches. The collateral analysis generally includes a review of, in each case to the extent available and applicable, the historical property operating statements, rent rolls and certain significant tenant leases. The credit underwriting also generally includes a review of third party appraisals, as well as environmental reports, engineering assessments and seismic reports, if applicable and obtained. Generally, Argentic also conducts or causes a third party to conduct a site inspection to ascertain the overall quality, functionality and competitiveness of the property, including its neighborhood and market, accessibility and visibility, and to assess the tenancy of the property. The submarket in which the property is located is assessed to evaluate competitive or comparable properties as well as market trends.

Loan Approval. Prior to commitment, each commercial and multifamily mortgage loan to be originated or acquired must be approved by a loan committee that includes senior personnel of Argentic Investment Management LLC, the investment advisor of Argentic Real Estate Finance LLC. The committee may approve a mortgage loan as recommended, request additional due diligence, modify the loan terms or decline a loan transaction.

Debt Service Coverage Ratio and Loan-to-Value Ratio. The underwriting includes a calculation of the debt service coverage ratio and loan-to-value ratio. Argentic’s underwriting standards generally require, without regard to any other debt, a debt service coverage ratio of not less than 1.20x and a loan-to-value ratio of not more than 80.0%.

A debt service coverage ratio will generally be calculated based on the underwritten net cash flow from the property in question as determined by Argentic and payments on the loan based on actual (or, in some cases, assumed) principal and/or interest due on the loan. However, underwritten net cash flow is often a highly subjective number based on a variety of assumptions regarding, and adjustments to, revenues and

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expenses with respect to the related real property collateral. For example, when calculating the debt service coverage ratio for a commercial or multifamily mortgage loan, annual net cash flow that was calculated based on assumptions regarding projected future rental income, expenses and/or occupancy may be utilized. There is no assurance that the foregoing assumptions made with respect to any prospective commercial or multifamily mortgage loan will, in fact, be consistent with actual property performance. Such underwritten net cash flow may be higher than historical net cash flow reflected in recent financial statements. Additionally, certain mortgage loans may provide for only interest payments prior to maturity or for an interest-only period during a portion of the term of the mortgage loan.

A loan-to-value ratio, in general, is the ratio, expressed as a percentage, of the then-outstanding principal balance of the mortgage loan divided by the estimated value of the related property based on an appraisal.

Additional Debt. Certain mortgage loans may have or permit in the future certain subordinate debt, whether secured or unsecured, and/or mezzanine debt. It is possible that Argentic or an affiliate may be the lender on that subordinate debt and/or mezzanine debt.

The debt service coverage ratios described above will be lower based on the inclusion of the payments related to such additional debt and the loan-to-value ratios described above will be higher based on the inclusion of the amount of any such subordinate debt and/or mezzanine debt.

Assessment of Property Condition. As part of the underwriting process, the property assessments and reports described below will typically be obtained:

● Appraisals. Independent appraisals or an update of an independent appraisal will generally be required in connection with the origination or acquisition of each mortgage loan that meets the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation, or the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989. In some cases, however, the value of the subject real property collateral may be established based on a cash flow analysis, a recent sales price or another method or benchmark of valuation.

● Environmental Assessment. In most cases, a Phase I environmental assessment will be required with respect to the real property collateral for a prospective commercial or multifamily mortgage loan. However, when circumstances warrant, an update of a prior environmental assessment, a transaction screen or a desktop review may be utilized. Alternatively, in limited circumstances, an environmental assessment may not be required, such as when the benefits of an environmental insurance policy or an environmental guarantee have been obtained. It should be noted that an environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues. For example, an analysis for radon, lead-based paint, mold and lead in drinking water will usually be conducted only at multifamily rental properties and only if it is believed that such an analysis is warranted under the circumstances. Depending on the findings of the initial environmental assessment, any of the following may be required: additional environmental testing, such as a Phase II environmental assessment with respect to the subject real property collateral; an environmental insurance policy; that the borrower conduct remediation activities or establish an operations and maintenance plan; and/or a guaranty or reserve with respect to environmental matters.

● Engineering Assessment. In connection with the origination/acquisition process, in most cases, it will be required that an engineering firm inspect the real property collateral for any prospective commercial or multifamily mortgage loan to assess the structure, exterior walls, roofing, interior structure and/or mechanical and electrical systems. Based on the resulting report, the appropriate response will be determined to any recommended repairs, corrections or replacements and any identified deferred maintenance.

● Seismic Report. Generally, a seismic report is required for all properties located in seismic zones 3 or 4.

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● Title Insurance. The borrower is required to provide a title insurance policy for each property. The title insurance policies provided typically must meet the following requirements: (i) written by a title insurer licensed to do business in the jurisdiction where the mortgaged property is located, (ii) in an amount at least equal to the original principal balance of the mortgage loan, (iii) protection and benefits run to the mortgagee and its successors and assigns, (iv) written on an American Land Title Association form or equivalent policy promulgated in the jurisdiction where the mortgaged property is located and (v) if a survey was prepared, the legal description of the mortgaged property in the title policy conforms to that shown on the survey.

● Casualty Insurance. Except in certain instances where sole or significant tenants (which may include ground tenants) are required to obtain insurance or may self-insure, Argentic typically requires that the related mortgaged property be insured by a hazard insurance policy with a customary deductible and in an amount at least equal to the lesser of the outstanding principal balance of the mortgage loan and 100% of the full insurable replacement cost of the improvements located on the property. If applicable, the policy must contain appropriate endorsements to avoid the application of coinsurance and not permit reduction in insurance proceeds for depreciation, except that the policy may permit a deduction for depreciation in connection with a cash settlement after a casualty if the insurance proceeds are not being applied to rebuild or repair the damaged improvements.

● Flood insurance, if available, must be in effect for any mortgaged property that at the time of origination or acquisition included material improvements in any area identified in the Federal Register by the Federal Emergency Management Agency a special flood hazard area. The flood insurance policy must meet the requirements of the then-current guidelines of the Federal Insurance Administration, be provided by a generally acceptable insurance carrier and be in an amount representing coverage not less than the least of (i) the outstanding principal balance of the mortgage loan, (ii) the full insurable value of the property or, in cases where only a portion of the property is in the flood zone, the full insurable value of the portion of the property contained therein, and (iii) the maximum amount of insurance available under the National Flood Insurance Program Act of 1968, except in some cases where self-insurance was permitted.

● The standard form of hazard insurance policy typically covers physical damage or destruction of the improvements on the mortgaged property caused by fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil commotion. The policies may contain some conditions and exclusions to coverage, including exclusions related to acts of terrorism. Generally, each of the mortgage loans requires that the related property have coverage for terrorism or terrorist acts, if such coverage is available at commercially reasonable rates. In all (or almost all) cases, there is a cap on the amount that the related borrower will be required to expend on terrorism insurance.

● Each mortgage instrument typically also requires the borrower to maintain comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the property in an amount customarily required by institutional lenders.

● Each mortgage instrument typically further requires the related borrower to maintain business interruption or rent loss insurance in an amount not less than 100% of the projected rental income from the related property for not less than twelve months.

● Although properties are typically not insured for earthquake risk, a borrower will be required to obtain earthquake insurance if the property has material improvements and the seismic report indicates that the PML or SEL is greater than 20%.

Zoning and Building Code Compliance. In connection with the origination or acquisition of a commercial or multifamily mortgage loan, Argentic will generally examine whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property. Evidence of this compliance may be in the form of one or more of the following: legal opinions, surveys, recorded documents, temporary or permanent certificates of occupancy,

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letters from government officials or agencies, title insurance endorsements, engineering or consulting reports, zoning reports and/or representations by the related borrower.

In some cases, a mortgaged property may constitute a legal non-conforming use or structure. In such cases, Argentic may require an endorsement to the title insurance policy or the acquisition of law and ordinance insurance with respect to the particular non conformity unless it determines that: (i) the non-conformity should not have a material adverse effect on the ability of the borrower to rebuild; or (ii) if the improvements are rebuilt in accordance with currently applicable law, the value and performance of the property would be acceptable; or (iii) any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring; or (iv) a cash reserve, a letter of credit or an agreement from a principal of the borrower is provided to cover losses.

If a material violation exists with respect to a mortgaged property, Argentic may require the borrower to remediate such violation and, subject to the discussion under “—Argentic’s Underwriting Standards and Processes—Escrow Requirements” below, to establish a reserve to cover the cost of such remediation, unless a cash reserve, a letter of credit or an agreement from a principal of the borrower is provided to cover losses.

Escrow Requirements. Based on Argentic’s analysis of the real property collateral, the borrower and the principals of the borrower, a borrower under a commercial or multifamily community mortgage loan may be required to fund various escrows for taxes, insurance, replacement reserves, tenant improvements/leasing commissions, deferred maintenance and/or environmental remediation. A case-by-case analysis will be conducted to determine the need for a particular escrow or reserve. Consequently, the aforementioned escrows and reserves are not established for every commercial and multifamily mortgage loan. Furthermore, Argentic may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being paid or addressed. In some cases, Argentic may determine that establishing an escrow or reserve is not warranted given the amounts that would be involved and Argentic’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve. In some cases, Argentic may determine that establishing an escrow or reserve is not warranted because a tenant or other third party has agreed to pay the subject cost or expense for which the escrow or reserve would otherwise have been established.

Generally, subject to the discussion in the prior paragraph, the required escrows for commercial and multifamily mortgage loans originated or acquired by Argentic are as follows:

● Taxes—Monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are typically required to satisfy real estate taxes and assessments, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if there is an institutional property sponsor or high net worth individual property sponsor, or (ii) if and to the extent that a sole or major tenant (which may include a ground tenant) at the related mortgaged property is required to pay taxes directly.

● Insurance—Monthly escrow deposits equal to 1/12th of the annual property insurance premium are typically required to pay insurance premiums, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if there is an institutional property sponsor or high net worth individual property sponsor, (ii) if the related borrower maintains a blanket insurance policy, or (iii) if and to the extent that a sole or major tenant (which may include a ground tenant) at the related mortgaged property is obligated to maintain the insurance or is permitted to self-insure.

● Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements by property type, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if a tenant (which may include a ground tenant) at the related

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mortgaged property or other third party is responsible for all repairs and maintenance, or (ii) if Argentic determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and Argentic’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of repairs and maintenance absent creation of an escrow or reserve.

● Tenant Improvements / Leasing Commissions—In the case of retail, office and industrial properties, a tenant improvements / leasing commissions reserve may be required to be funded either at loan origination and/or during the related mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by significant tenants, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related tenant’s lease extends beyond the loan term, (ii) if the rent for the space in question is considered below market, or (iii) if Argentic determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and Argentic’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the anticipated leasing commissions or tenant improvement costs absent creation of an escrow or reserve.

● Deferred Maintenance—A deferred maintenance reserve may be required to be funded at loan origination or acquisition in an amount typically equal to 100% to 125% of the estimated cost of material immediate repairs or replacements identified in the property condition or engineering report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor of the borrower delivers a guarantee to complete the immediate repairs in a specified amount of time, (ii) if the deferred maintenance amount does not materially impact the function, performance or value of the property, (iii) if a tenant (which may include a ground tenant) at the related mortgaged property or other third party is responsible for the repairs, or (iv) if Argentic determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and Argentic’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of repairs absent creation of an escrow or reserve.

● Environmental Remediation—An environmental remediation reserve may be required at loan origination or acquisition in an amount equal to 100% to 125% of the estimated remediation cost identified in the environmental report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor of the borrower delivers a guarantee agreeing to take responsibility and pay for the identified environmental issues, (ii) if environmental insurance is obtained or already in place, (iii) if a third party unrelated to the borrower is identified as the responsible party or (iv) if Argentic determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and Argentic’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of remediation absent creation of an escrow or reserve.

For a description of the escrows collected with respect to the Argentic Mortgage Loans, see Annex A-1 to this prospectus.

Exceptions. One or more of the Argentic Mortgage Loans may vary from the specific Argentic underwriting guidelines described above when additional credit positive characteristics are present as discussed above.

The Argentic Mortgage Loans were originated in accordance with the underwriting standards set forth above.

Review of Mortgage Loans for Which Argentic is the Sponsor

Overview. Argentic has conducted a review of the Argentic Mortgage Loans in connection with the securitization described in this prospectus. The review of the Argentic Mortgage Loans was performed by a team comprised of real estate and securitization professionals (the “Argentic Review Team”). The review

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procedures described below were employed with respect to all of the Argentic Mortgage Loans, except that certain review procedures may only be relevant to the large loan disclosures, if any, in this prospectus. No sampling procedures were used in the review process.

Database. Members of the Argentic Review Team maintain a database of loan-level and property-level information, and prepared an asset summary report, relating to each Argentic Mortgage Loan. The database and the respective asset summary reports were compiled from, among other sources, the related mortgage loan documents, appraisals, environmental assessment reports, property condition reports, seismic studies, zoning reports, insurance review summaries, borrower-supplied information (including, but not limited to, rent rolls, leases, operating statements and budgets) and information collected by the Argentic Team during the underwriting process. After origination of each Argentic Mortgage Loan, the Argentic Review Team updated the information in the database and the related asset summary report with respect to such Argentic Mortgage Loan based on updates provided by the related servicer relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity, and information otherwise brought to the attention of the Argentic Review Team.

A data tape (the “Argentic Data Tape”) containing detailed information regarding each Argentic Mortgage Loan was created from the information in the database referred to in the prior paragraph. The Argentic Data Tape was used to provide the numerical information regarding the Argentic Mortgage Loans in this prospectus.

Data Comparison and Recalculation. Argentic engaged a third-party accounting firm to perform certain data comparison and recalculation procedures, the nature, extent and timing of which were designed by Argentic, relating to information in this prospectus regarding the Argentic Mortgage Loans. These procedures included:

● comparing the information in the Argentic Data Tape against various source documents provided by Argentic that are described under “—Review of Argentic Mortgage Loans—Database” above;

● comparing numerical information regarding the Argentic Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus against the Argentic Data Tape; and

● recalculating certain percentages, ratios and other formulae relating to the Argentic Mortgage Loans disclosed in this prospectus.

Legal Review. Argentic engaged various law firms to conduct certain legal reviews of the Argentic Mortgage Loans for disclosure in this prospectus. In anticipation of the securitization of each Argentic Mortgage Loan, Argentic’s origination counsel prepared a due diligence questionnaire that sets forth salient loan terms. In addition, such origination counsel for each Argentic Mortgage Loan reviewed Argentic’s representations and warranties set forth on Annex E-1 to this prospectus and, if applicable, identified exceptions to those representations and warranties.

Legal counsel was also engaged in connection with this securitization to assist in the review of the Argentic Mortgage Loans. Such assistance included, among other things, (i) a review of Argentic’s asset summary report, and its origination counsel’s due diligence questionnaire, for each Argentic Mortgage Loan, (ii) a review of the representations and warranties and exception reports referred to above relating to the Argentic Mortgage Loans prepared by origination counsel, and (iii) the review of select provisions in certain loan documents with respect to certain of the Argentic Mortgage Loans.

Other Review Procedures. With respect to any material pending litigation on the underlying mortgaged properties of which Argentic was aware at the origination of any Argentic Mortgage Loan, the Argentic Review Team requested updates from the related borrower, origination counsel and/or borrower’s litigation counsel. Argentic conducted a search with respect to each borrower under the related Argentic Mortgage Loan to determine whether it filed for bankruptcy. If the Argentic Review Team became aware of a significant natural disaster in the vicinity of the Mortgaged Property securing any Argentic Mortgage Loan, the Argentic Review Team obtained information on the status of the Mortgaged Property from the related borrower to confirm no material damage to the Mortgaged Property.

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The Argentic Review Team, with the assistance of counsel engaged in connection with this securitization, also reviewed the Argentic Mortgage Loans to determine whether any Argentic Mortgage Loan materially deviated from the underwriting guidelines set forth under “—Argentic’s Underwriting Standards and Processes” above. See “—Argentic’s Underwriting Standards and Processes—Exceptions” above.

Findings and Conclusions. Based on the foregoing review procedures, the Argentic Review Team determined that the disclosure regarding the Argentic Mortgage Loans in this prospectus is accurate in all material respects. The Argentic Review Team also determined that the Argentic Mortgage Loans were originated in accordance with Argentic’s origination procedures and underwriting criteria, except as described under “—Argentic’s Underwriting Standard and Processes—Exceptions” above. Argentic attributes to itself all findings and conclusions resulting from the foregoing review procedures.

Compliance with Rule 15Ga-1 under the Exchange Act

Argentic most recently filed a Form ABS-15G on February 13, 2019. Argentic’s Central Index Key is 0001624053. With respect to the period from and including September 29, 2014 (the date of the first securitization into which Argentic sold mortgage loans pursuant to which the underlying transaction documents provide a covenant to repurchase an underlying asset for breach of a representation or warranty) to and including September 30, 2019, Argentic does not have any activity to report as required by Rule 15Ga-1 under the Exchange Act with respect to repurchase or replacement requests in connection with breaches of representations and warranties made by it as a sponsor of commercial mortgage securitizations.

Retained Interests in This Securitization

Argentic is an affiliate of (i) Argentic Securities Income USA LLC, the entity that is expected to be appointed as the initial Directing Holder, and (ii) Argentic Securities Holdings Cayman Limited, an exempted company incorporated in the Cayman Islands with limited liability, the expected holder of the VRR Interest and the HRR Certificates. Except as described above, neither Argentic nor any of its affiliates intends to retain on the Closing Date any certificates issued by the issuing entity or any other economic interest in this securitization and except that an affiliate of Argentic may purchase the Class R Certificates. However, Argentic and/or its affiliates may retain on the Closing Date, or own in the future, certain additional classes of certificates. Any such party will have the right to dispose of any such certificates (other than the VRR Interest and the HRR Certificates) at any time.

The information set forth under “—Argentic Real Estate Finance LLC” has been provided by Argentic Real Estate Finance LLC.

Starwood Mortgage Capital LLC

General

Starwood Mortgage Capital LLC is a limited liability company organized under the laws of the state of Delaware (“SMC” and, together with its subsidiaries, including SMC, “Starwood”). SMC is a sponsor and a seller of certain mortgage loans (the “SMC Mortgage Loans”) into the securitization described in this prospectus. Starwood was formed to invest in commercial real estate debt. The executive offices of Starwood are located at 1601 Washington Avenue, Suite 800, Miami Beach, Florida 33139. Starwood also maintains offices in Charlotte, North Carolina, Manhattan Beach, California and New York, New York.

SMC is a sponsor, an originator, a mortgage loan seller and is an affiliate of (a) Starwood Mortgage Funding II LLC, the initial holder of the Bushwick Avenue Portfolio Pari Passu Companion Loans and the Hilton Portfolio Pari Passu Companion Loans, (b) LNR Partners, LLC, the special servicer with respect to the Serviced Mortgage Loans (other than any Excluded Special Servicer Loans) and any related Companion Loan, (c) LNR Partners, LLC, the special servicer of the SoCal Retail Portfolio Whole Loan (5.8%) and the Grand Canal Shoppes Whole Loan (2.9%) under the MSC 2019-H7 pooling and servicing agreement and the special servicer under the CF 2019-CF2 pooling and servicing agreement which

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governs the servicing of the Bushwick Avenue Portfolio Whole Loan (4.0%) and the Hilton Portfolio Whole Loan (3.0%) and (d) LNR Securities Holdings, LLC, the directing certificateholder and risk retention consultation party under the CF 2019-CF2 pooling and servicing agreement, which governs the servicing of the Bushwick Avenue Portfolio Whole Loan (4.0%) and the Hilton Portfolio Whole Loan (3.0%).

Pursuant to interim servicing agreements between Wells Fargo Bank, National Association, which is the trustee and certificate administrator, and SMC, which is a sponsor and an originator, or certain of its affiliates, Wells Fargo Bank, National Association acts as interim servicer with respect to all of the SMC Mortgage Loans (17.3%) and acts as interim custodian with respect to five of the SMC Mortgage Loans (5.7%).

Starwood’s Securitization Program

This is the 82nd commercial mortgage securitization to which Starwood is contributing loans. Certain key members of the senior management team of SMC were senior officers at Donaldson, Lufkin & Jenrette, Deutsche Bank Mortgage Capital, LLC, Wachovia Bank, National Association and Banc of America Securities. These members of the senior management team have been active in the commercial mortgage securitization business since 1992, and have been directly and/or indirectly responsible for the origination and/or securitization of several billion dollars of loans. Starwood securitized approximately $11.79 billion of commercial loans in its prior securitizations.

Starwood originates commercial mortgage loans that are secured by retail shopping centers, office buildings, multifamily apartment complexes, hotels, mixed use, self storage and industrial properties located in North America. Starwood’s securitization program generally provides fixed rate mortgage loans having maturities between five (5) and ten (10) years. Additionally, Starwood may from time to time provide bridge/transitional loans, mezzanine/subordinate loans and preferred equity structures.

An affiliate of SMC has a controlling equity interest in the borrower with respect to the CubeSmart North Bergen Mortgage Loan (1.7%). For a description of certain affiliations, relationships and related transactions between SMC and the other transaction parties, see “Risk Factors—Risks Related to Conflicts of Interest” and “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

Review of SMC Mortgage Loans

Overview. SMC has conducted a review of the SMC Mortgage Loans in connection with the securitization described in this prospectus. The review of the SMC Mortgage Loans was performed by a team comprised of real estate and securitization professionals who are employees of Starwood or one or more of its affiliates (the “Starwood Review Team”). The review procedures described below were employed with respect to all of the SMC Mortgage Loans. No sampling procedures were used in the review process.

Database. To prepare for securitization, members of the Starwood Review Team created a database of loan-level and property-level information relating to each SMC Mortgage Loan. The database was compiled from, among other sources, the related mortgage loan documents, appraisals, environmental assessment reports, property condition reports, seismic studies, zoning reports, insurance review summaries, borrower-supplied information (including, but not limited to, rent rolls, leases, operating statements and budgets) and information collected by the Starwood Review Team during the underwriting process. After origination of each SMC Mortgage Loan, the Starwood Review Team updated the information in the database with respect to such SMC Mortgage Loan based on updates provided by the related servicer relating to loan payment status and escrows, updated operating statements, rent rolls and leasing activity, and information otherwise brought to the attention of the Starwood Review Team.

A data tape (the “SMC Data Tape”) containing detailed information regarding each SMC Mortgage Loan was created from the information in the database referred to in the prior paragraph. The SMC Data Tape was used to provide the numerical information regarding the SMC Mortgage Loans in this prospectus.

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Data Comparison and Recalculation. SMC engaged a third-party accounting firm to perform certain data comparison and recalculation procedures, the nature, extent and timing of which were designed by SMC, relating to information in this prospectus regarding the SMC Mortgage Loans.

These procedures included:

● comparing the information in the SMC Data Tape against various source documents provided by SMC that are described above under “—Database”;

● comparing numerical information regarding the SMC Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus against the SMC Data Tape; and

● recalculating certain percentages, ratios and other formulae relating to the SMC Mortgage Loans disclosed in this prospectus.

Legal Review. Starwood engaged various law firms to conduct certain legal reviews of the SMC Mortgage Loans for disclosure in this prospectus. In anticipation of the securitization of each SMC Mortgage Loan, Starwood’s origination counsel reviewed a form of securitization representations and warranties at origination and, if applicable, identified exceptions to those representations and warranties. Starwood’s origination and underwriting staff performed a similar review and prepared similar exception reports.

Legal counsel was also engaged in connection with this securitization to assist in the review of the SMC Mortgage Loans. Such assistance included, among other things, (i) a review of Starwood’s internal credit memorandum for each SMC Mortgage Loan, (ii) a review of the representations and warranties and exception reports referred to above relating to the SMC Mortgage Loans prepared by origination counsel, (iii) the review and assistance in the completion by the Starwood Review Team of a due diligence questionnaire relating to the SMC Mortgage Loans, and (iv) the review of certain loan documents with respect to the SMC Mortgage Loans.

Other Review Procedures. With respect to any material pending litigation of which Starwood was aware at the origination of any SMC Mortgage Loan, Starwood requested updates from the related borrower, origination counsel and/or borrower’s litigation counsel.

The Starwood Review Team, with the assistance of counsel engaged in connection with this securitization, also reviewed the SMC Mortgage Loans to determine whether any SMC Mortgage Loan materially deviated from the underwriting guidelines set forth under “—SMC’s Underwriting Guidelines and Processes” below.

Findings and Conclusions. Based on the foregoing review procedures, Starwood determined that the disclosure regarding the SMC Mortgage Loans in this prospectus is accurate in all material respects. Starwood also determined that the SMC Mortgage Loans were originated in accordance with Starwood’s origination procedures and underwritten (or reunderwritten) in accordance with Starwood’s underwriting criteria, except as described below under “—Exceptions to SMC’s Disclosed Underwriting Guidelines” below. SMC attributes to itself all findings and conclusions resulting from the foregoing review procedures.

Review Procedures in the Event of a Mortgage Loan Substitution. SMC will perform a review of any mortgage loan that it elects to substitute for a mortgage loan in the pool in connection with a material breach of a representation or warranty or a material document defect. SMC, and if appropriate its legal counsel, will review the mortgage loan documents of the substitute mortgage loan to confirm it meets each of the criteria required under the terms of the related mortgage loan purchase agreement and the pooling and servicing agreement.

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SMC’s Underwriting Guidelines and Processes

Overview. Set forth below is a discussion of certain general underwriting guidelines with respect to mortgage loans originated by SMC for securitization (which guidelines are also applicable to mortgage loans acquired by Starwood and re-underwritten prior to contribution to a securitization).

Notwithstanding the discussion below, given the unique nature of commercial mortgaged properties, the underwriting and origination procedures and the credit analysis with respect to any particular commercial mortgage loan may significantly differ from one asset to another, and will be driven by circumstances particular to that property, including, among others, the property type, current use, size, location, market conditions, reserve requirements, additional collateral, tenant quality and lease terms, borrower identity, sponsorship, performance history and/or other factors. Therefore, this general description of Starwood’s origination procedures and underwriting criteria is not intended as a representation that every commercial mortgage loan originated (or acquired and reunderwritten) by SMC complies entirely with all procedures and criteria set forth below. For important information about the circumstances that have affected the underwriting of an SMC Mortgage Loan in the mortgage pool, see the “Risk Factors” section of this prospectus, the other subsections of this “Transaction Parties—The Sponsors and Mortgage Loan Sellers” section and “Exceptions to Mortgage Loan Representations and Warranties” of Annex D-3 to this prospectus.

If a mortgage loan exhibits any one or more of the following characteristics, variances from general underwriting/origination procedures described below may be considered acceptable under the circumstances indicated: (i) low loan-to-value ratio; (ii) high debt service coverage ratio; (iii) experienced property loan sponsor(s)/guarantor(s) with financial wherewithal; (iv) additional springing reserves; (v) cash flow sweeps; and (vi) elements of recourse included in the mortgage loan.

Loan Analysis. Generally, both a credit analysis and a collateral analysis are conducted with respect to each mortgage loan. The credit analysis of the borrower generally includes a review of third-party credit reports and/or judgment, lien, bankruptcy and pending litigation searches. The collateral analysis generally includes a review of, in each case to the extent available and applicable, the historical property operating statements, rent rolls and certain significant tenant leases. The credit underwriting also generally includes a review of third party appraisals, as well as environmental reports, engineering assessments, zoning reports and seismic reports, if applicable, and obtained. Generally, a member of the mortgage loan underwriting team also conducts a site inspection to ascertain the overall quality, functionality and competitiveness of the property, including its neighborhood and market, accessibility and visibility, and to assess the tenancy of the property. The submarket in which the property is located is assessed to evaluate competitive or comparable properties as well as market trends. Unless otherwise specified in this prospectus, all financial, occupancy and other information contained in this prospectus is based on such information and we cannot assure you that such financial, occupancy and other information remains accurate.

Loan Approval. All mortgage loans originated by Starwood require approval by a loan credit committee which includes senior executives of SMC. The committee may approve a mortgage loan as recommended, request additional due diligence prior to approval, approve it subject to modifications of the loan terms or decline a loan transaction.

Debt Service Coverage Ratio and Loan-to-Value Ratio. Generally, the debt service coverage ratio for mortgage loans originated by Starwood will be equal to or greater than 1.20x and the loan-to-value ratio for mortgage loans originated by Starwood will be equal to or less than 80%; provided, however, the underwriting guidelines provide that exceptions may be made when consideration is given to circumstances particular to the mortgage loan, the related property, loan-to-value ratio, reserves or other factors. For example, Starwood may originate a mortgage loan with a debt service coverage ratio below 1.20x based on, among other things, the amortization features of the mortgage loan (for example, if the mortgage loan provides for relatively rapid amortization), the type of tenants and leases at the property, the taking of additional collateral such as reserves, letters of credit and/or guarantees, Starwood’s judgment of improved property and/or market performance and/or other relevant factors.

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In addition, with respect to certain mortgage loans originated by Starwood, there may exist subordinate debt secured by the related property and/or mezzanine debt secured by direct or indirect ownership interests in the borrower. Such mortgage loans may have a lower debt service coverage ratio, and a higher loan-to-value ratio, if such subordinate or mezzanine debt is taken into account. Also, certain mortgage loans may provide for only interest payments prior to maturity, or for an interest-only period during a portion of the term of the mortgage loan. The debt service coverage ratio guideline discussed above is calculated based on values determined at the origination of the mortgage loan.

Additional Debt. Certain mortgage loans originated by Starwood may have, or permit in the future, certain additional pari passu or subordinate debt, whether secured or unsecured. It is possible that an affiliate of Starwood may be the lender on that additional debt.

The debt service coverage ratios described above will be lower based on the inclusion of the payments related to such additional debt and the loan-to-value ratios described above will be higher based on the inclusion of the amount of any such additional debt.

Assessments of Property Condition. As part of the underwriting process, the property assessments and reports described below generally will be obtained:

● Appraisals. Independent appraisals or an update of an independent appraisal is required in connection with the origination of each mortgage loan. Starwood requires that the appraiser comply with and abide by Title XI of the Financial Institution Reform, Recovery and Enforcement Act of 1989 (although such act is not applicable to Starwood) and the Uniform Standards of Professional Appraisal Practice.

● Environmental Assessment. Phase I environmental assessments that conform to the American Society for Testing and Materials (ASTM) Standard E1527-05 entitled, “Standard Practices for Environmental Site Assessment: Phase I Environmental Site Assessment Process,” as may be amended from time to time, are performed on all properties. However, when circumstances warrant, an update of a prior environmental assessment, a transaction screen or a desktop review may be utilized. Nevertheless, an environmental assessment conducted at any particular real property collateral will not necessarily uncover all potential environmental issues.

● Depending on the findings of the initial environmental assessment, any of the following may be required: additional environmental testing, such as a Phase II environmental assessment with respect to the subject real property collateral; an environmental insurance policy; and/or a guaranty or reserves with respect to environmental matters.

● Property Condition Assessments. Inspections or updates of previously conducted inspections are conducted by independent licensed engineers or architects or both for all properties in connection with the origination of a mortgage loan. The inspections are conducted to inspect the exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements located at a property. The resulting reports on some of the properties may indicate a variety of deferred maintenance items and recommended capital expenditures. In some instances, repairs or maintenance are completed before closing or cash reserves are established to fund the deferred maintenance or replacement items or both.

● Seismic Report. Generally, a seismic report is required for all properties located in seismic zones 3 or 4.

● Zoning and Building Code Compliance. With respect to each mortgage loan, Starwood will generally consider whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property. Evidence of this compliance may be in the form of one or more of the following: legal opinions; surveys; recorded documents; temporary or permanent certificates of occupancy; letters from government officials or agencies; title insurance endorsements; engineering or consulting reports; and/or representations by the related borrower.

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However, the underwriting guidelines provide that Starwood may, on a case-by-case basis, consider a loan secured by a property that does not conform to current zoning regulations governing density, size, set-backs or parking for the property under certain circumstances including, but not limited to, when (i) legislation or the local zoning or housing authority permits the improvements to be rebuilt to pre-damage use, size and density in the event of partial or full destruction; and (ii) documentation of such permission is submitted in the form of legislation or a variance letter or certificate of rebuildability from the zoning authority.

Escrow Requirements. Generally, Starwood requires most borrowers to fund various escrows for taxes and insurance, capital expenses and replacement reserves. Generally, the required escrows for mortgage loans originated by Starwood are as follows:

● Taxes. Typically, an initial deposit and monthly escrow deposits equal to one-twelfth (1/12) of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide Starwood with sufficient funds to satisfy all taxes and assessments, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if there is an institutional loan sponsor or high net worth individual loan sponsor, or (ii) if the related mortgaged property is a single tenant property in which the related tenant is required to pay taxes directly.

● Insurance. If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to one-twelfth (1/12) of the annual property insurance premium are required to provide Starwood with sufficient funds to pay all insurance premiums, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related borrower maintains a blanket insurance policy, or (ii) if the related mortgaged property is a single tenant property and the related tenant self-insures.

● Replacement Reserves. Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan, except that such escrows are not required in certain circumstances, including, but not limited to, if the related mortgaged property is a single tenant property and the related tenant is responsible for all repairs and maintenance, including those required with respect to the roof and improvement structure.

● Completion Repair/Environmental Remediation. Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary. Upon funding of the applicable mortgage loan, Starwood generally requires that at least 125% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the applicable mortgage loan, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor of the borrower delivers a guarantee with respect to such matter, (ii) if the estimated cost of such repair or remediation does not materially impact the property’s function, performance or value, or if the related mortgaged property is a single tenant property for which the tenant is responsible for such repair or remediation or (iii) if environmental insurance is obtained or already in place.

● Tenant Improvement/Lease Commissions. In most cases, various tenants have lease expirations within the loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the related loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related mortgaged property is a single tenant property and the related tenant’s lease extends beyond the loan term, or (ii) where rent at the related mortgaged property is considered below market.

Furthermore, Starwood may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being paid or addressed. In some cases, Starwood may determine that establishing an escrow or reserve is not warranted given the amounts

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that would be involved and Starwood’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve.

For a description of certain escrows collected with respect to the SMC Mortgage Loans, please see Annex A-1.

Title Insurance Policy. The borrower is required to provide, and Starwood or its origination counsel typically will review, a title insurance policy for each property. The title insurance policies provided typically must meet the following requirements: (a) written by a title insurer licensed to do business in the jurisdiction where the mortgaged property is located, (b) in an amount at least equal to the original principal balance of the mortgage loan, (c) protection and benefits run to the mortgagee and its successors and assigns, (d) written on an American Land Title Association form or equivalent policy promulgated in the jurisdiction where the mortgaged property is located and (e) if a survey was prepared, the legal description of the mortgaged property in the title policy conforms to that shown on the survey.

Property Insurance. Starwood typically requires the borrower to provide one or more of the following insurance policies: (1) commercial general liability insurance for bodily injury or death and property damage; (2) an “All Risk of Physical Loss” policy; (3) if applicable, boiler and machinery coverage; and (4) if the mortgaged property is located in a special flood hazard area where mandatory flood insurance purchase requirements apply, flood insurance. In some cases, a sole tenant is responsible for maintaining insurance and, subject to the satisfaction of rating conditions or net worth criteria, is allowed to self-insure against the risks.

Exceptions to SMC’s Disclosed Underwriting Guidelines

One or more of the SMC Mortgage Loans may vary from the specific SMC underwriting guidelines described above when additional credit positive characteristics are present as discussed above. In addition, in the case of one or more of the SMC Mortgage Loans, SMC may not have applied each of the specific underwriting guidelines described above on a case-by-case basis, as a result of other compensating factors.

The Bushwick Avenue Portfolio Mortgage Loan (4.0%) was originated subject to an exception from SMC’s underwriting guidelines and procedures due to the fact that the UW NCF Debt Yield of 6.8% is lower than the 7.0% UW NCF Debt Yield required by SMC’s underwriting guidelines. SMC’s decision to include the Mortgage Loan in the transaction was supported by, among other things, (i) the Mortgaged Properties’ location in a submarket with a relatively low vacancy rate, (ii) the borrower sponsors’ experience in the real estate industry in the applicable submarket, and (iii) active leasing at the Mortgaged Properties which supports a relatively high occupancy rate. Certain characteristics of the Mortgage Loan can be found on Annex A-1. Based on the foregoing, SMC approved inclusion of the Mortgage Loan into this transaction.

Except as described above, none of the SMC Mortgage Loans was originated with any material exceptions to Starwood’s underwriting guidelines and procedures. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Exceptions to Underwriting Guidelines.”

Servicing

Interim servicing for all loans originated (or acquired) by Starwood prior to securitization is typically performed by Wells Fargo Bank, National Association or an affiliate thereof. Generally, servicing responsibilities are transferred from the interim servicer to the master servicer of the securitization trust at the closing of the securitization. From time to time, the interim servicer may retain primary servicing.

Compliance with Rule 15Ga-1 under the Exchange Act

Starwood has no history as a securitizer prior to February 2012. SMC most recently filed a Form ABS-15G on February 7, 2019. SMC’s Central Index Key is 0001548405. Starwood has no demand, repurchase or replacement history to report as required by Rule 15Ga-1.

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Retained Interests in This Securitization

Neither Starwood nor any of its affiliates intends to retain any certificates issued by the issuing entity or any other economic interest in this securitization, except that (a) LNR Partners currently acts as special servicer under the MSC 2019-H7 PSA, pursuant to which the SoCal Retail Portfolio Whole Loan and the Grand Canal Shoppes Whole Loan are serviced and under the CF 2019-CF2 PSA, pursuant to which the Bushwick Avenue Whole Loan and the Hilton Portfolio Whole Loan are serviced, (b) Starwood Mortgage Funding II LLC is the initial holder of the Bushwick Avenue Portfolio Pari Passu Companion Loans and the Hilton Portfolio Pari Passu Companion Loans and (c) LNR Securities Holdings, LLC is the directing certificateholder and risk retention consultation party under the CF 2019-CF2 PSA, which is governs the servicing of the Bushwick Avenue Portfolio Whole Loan (4.0%) and the Hilton Portfolio Whole Loan (3.0%). In addition, Starwood or its affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire certificates pursuant to secondary market transactions. Any such party will have the right to dispose of such certificates at any time.

The information set forth under “—Starwood Mortgage Capital LLC” has been provided by Starwood.

Compensation of the Sponsors

In connection with the offering and sale of the certificates contemplated by this prospectus, the sponsors (including affiliates of the sponsors) will be compensated for the sale of their respective Percentage Interest in the Mortgage Loans in an amount equal to the excess, if any, of:

(a)   the sum of any proceeds received from the sale of the certificates to investors and the sale of servicing rights to Midland for the servicing of the Mortgage Loans, over

(b)   the sum of the costs and expense of originating or acquiring the Mortgage Loans and the costs and expenses related to the issuance, offering and sale of the certificates as described in this prospectus.

The mortgage servicing rights were sold to the master servicer for a price based on the value of the Servicing Fee to be paid to the master servicer with respect to each Mortgage Loan and, which may include, among other things, the value of the right to earn income on investments on amounts held by the master servicer with respect to the Mortgage Loans.

The Depositor

GS Mortgage Securities Corporation II, the depositor, is a Delaware corporation and was formed in 1995 for the purpose of engaging in the business, among other things, of acquiring and depositing mortgage assets in trusts in exchange for certificates evidencing interests in the trusts and selling or otherwise distributing the certificates. The sole shareholder of the depositor is The Goldman Sachs Group, Inc. (NYSE:GS). The depositor’s executive offices are located at 200 West Street, New York, New York 10282, telephone number (212) 902-1000. The depositor will not have any material assets. The depositor is an affiliate of GSMC, a sponsor and mortgage loan seller, GS Bank, an originator, and Goldman Sachs & Co. LLC, an underwriter.

After establishing the issuing entity, the depositor will have minimal ongoing duties with respect to the certificates and the Mortgage Loans. The depositor’s ongoing duties will include: (i) appointing a successor trustee or certificate administrator in the event of the removal of the trustee or certificate administrator, (ii) paying any ongoing fees (such as surveillance fees) of the Rating Agencies, (iii) promptly delivering to the certificate administrator any document that comes into the depositor’s possession that constitutes part of the mortgage file or servicing file for any mortgage loan, (iv) upon discovery of a breach of any of the representations and warranties of the master servicer, the special servicer or the operating advisor which materially and adversely affects the interests of the Certificateholders, giving prompt written notice of such breach to the affected parties, (v) providing information in its possession with respect to the certificates to the certificate administrator to the extent necessary to perform REMIC administration, (vi) indemnifying the issuing entity, the trustee, the certificate administrator, the operating advisor, the asset representations

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reviewer, the master servicer and the special servicer for any loss, liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and expenses) incurred by such parties arising from the depositor’s willful misconduct, bad faith, fraud and/or negligence in the performance of its duties contained in the PSA or by reason of negligent disregard of its obligations and duties under the PSA, and (vii) signing any annual report on Form 10-K, including the required certification in Form 10-K under the Sarbanes-Oxley Act of 2002, and any distribution reports on Form 10-D and Current Reports on Form 8-K required to be filed by the issuing entity.

The depositor purchases commercial mortgage loans and interests in commercial mortgage loans for the purpose of selling those assets to trusts created in connection with the securitization of pools of assets and does not engage in any activities unrelated to those securitizations. On the Closing Date, the depositor will acquire the mortgage loans from the mortgage loan sellers and will simultaneously transfer them, without recourse, to the trustee for the benefit of the Certificateholders.

The depositor remains responsible under the PSA for providing the master servicer, the special servicer, certificate administrator and trustee with certain information and other assistance requested by those parties and reasonably necessary to performing their duties under the PSA. The depositor also remains responsible for mailing notices to the Certificateholders upon the appointment of certain successor entities under the PSA.

The Issuing Entity

The issuing entity, GS Mortgage Securities Trust 2019-GSA1, will be a New York common law trust, formed on the Closing Date pursuant to the PSA.

The only activities that the issuing entity may perform are those set forth in the PSA, which are generally limited to owning and administering the Mortgage Loans and any REO Property (which includes, with respect to any Non-Serviced Whole Loan, the trust’s interest in any REO Property acquired with respect to such Non-Serviced Whole Loan pursuant to the applicable pooling and servicing agreement, but does not include the Serviced Companion Loan’s pro rata interest in any such REO Property), disposing of defaulted mortgage loans and REO Property, issuing the certificates, making distributions, providing reports to certificateholders and other activities described in this prospectus. Accordingly, the issuing entity may not issue securities other than the certificates, or invest in securities, other than investing of funds in the Collection Account and other accounts maintained under the PSA in certain short-term high-quality investments. The issuing entity may not lend or borrow money, except that the master servicer and the trustee may make advances of delinquent monthly debt service payments to the issuing entity, and the master servicer, the special servicer and the trustee may make property protection advances to the issuing entity, but in each case only to the extent it deems such advances to be recoverable from the related mortgage loan; such advances are intended to provide liquidity, rather than credit support. The PSA may be amended as set forth under “Pooling and Servicing Agreement—Amendment” in this prospectus. The issuing entity administers the mortgage loans through the trustee, the certificate administrator, the master servicer and the special servicer. A discussion of the duties of the trustee, the certificate administrator, the master servicer and the special servicer, including any discretionary activities performed by each of them, is set forth under “Transaction Parties—The Trustee and Certificate Administrator”, “—The Master Servicer”, “—The Special Servicer” and “Pooling and Servicing Agreement”.

The only assets of the issuing entity other than the Mortgage Loans and any REO Properties (which includes, with respect to any Non-Serviced Whole Loan, the trust’s interest in any REO property acquired with respect to such Non-Serviced Whole Loan pursuant to the applicable pooling and servicing agreement but does not include the Serviced Companion Loan’s pro rata interest in any such REO Property) are the Distribution Accounts and other accounts maintained pursuant to the PSA and the short term investments in which funds in the Collection Account and other accounts are invested. The issuing entity has no present liabilities, but has potential liability relating to ownership of the mortgage loans and any REO Properties, including, with respect to the Non-Serviced Whole Loans, the trust’s interest in any REO Property acquired pursuant to the applicable pooling and servicing agreement and the other activities described in this prospectus, and indemnity obligations to the depositor, the trustee, the certificate administrator, the master

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servicer, the special servicer, the asset representations reviewer and the operating advisor and various related persons. The fiscal year of the issuing entity is the calendar year. The issuing entity has no executive officers or board of directors and acts through the trustee, the certificate administrator, the master servicer and the special servicer.

The depositor will be contributing the mortgage loans to the issuing entity. The depositor will be purchasing the mortgage loans from the mortgage loan sellers, as described under “Description of the Mortgage Loan Purchase Agreements”.

The Trustee and Certificate Administrator

Wells Fargo Bank, National Association (“Wells Fargo Bank”) will act as the trustee, certificate administrator and custodian under the PSA. The certificate administrator will also be the REMIC administrator and the 17g-5 Information Provider under the PSA. Wells Fargo Bank is a national banking association and a wholly-owned subsidiary of Wells Fargo & Company. A diversified financial services company, Wells Fargo & Company is a U.S. bank holding company with approximately $1.9 trillion in assets and approximately 259,000 employees as of December 31, 2018, which provides banking, insurance, trust, mortgage and consumer finance services throughout the United States and internationally. Wells Fargo Bank provides retail and commercial banking services and corporate trust, custody, securities lending, securities transfer, cash management, investment management and other financial and fiduciary services. The transaction parties may maintain banking and other commercial relationships with Wells Fargo Bank and its affiliates. Wells Fargo Bank maintains principal corporate trust offices at 9062 Old Annapolis Road, Columbia, Maryland 21045 (among other locations) and its office for certificate transfer services is located at 600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479.

Wells Fargo Bank has provided corporate trust services since 1934. Wells Fargo Bank acts as a trustee for a variety of transactions and asset types, including corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations. As of December 31, 2018, Wells Fargo Bank was acting as trustee on approximately 359 series of commercial mortgage-backed securities with an aggregate principal balance of approximately $141 billion.

In its capacity as trustee on commercial mortgage securitizations, Wells Fargo is generally required to make an advance if the related master servicer or special servicer fails to make a required advance. In the past three years, Wells Fargo has not been required to make an advance on a commercial mortgage-backed securities transaction.

Under the terms of the PSA, Wells Fargo Bank is responsible for securities administration, which includes pool performance calculations, distribution calculations and related distributions to certificateholders and the preparation of monthly distribution reports. As certificate administrator, Wells Fargo Bank is responsible for the preparation and filing of all REMIC tax returns on behalf of the trust and to the extent required under the PSA, the preparation of monthly reports on Form 10 D, certain current reports on Form 8-K and annual reports on Form 10-K that are required to be filed with the Securities and Exchange Commission on behalf of the issuing entity. Wells Fargo Bank has been engaged in the business of securities administration since June 30, 1995, and in connection with commercial mortgage-backed securities since 1997. As of December 31, 2018, Wells Fargo Bank was acting as securities administrator with respect to more than $476 billion of outstanding commercial mortgage-backed securities.

Wells Fargo Bank is acting as custodian of the mortgage loan files pursuant and subject to the PSA (and is acting as custodian of the mortgage loan file (other than the Mortgage Note with respect to the related mortgage loan for any Non-Serviced Whole Loan under the related Non-Serviced PSA)). In that capacity, Wells Fargo Bank is responsible to hold and safeguard the mortgage notes and other contents of the mortgage files on behalf of the trustee and the Certificateholders. Wells Fargo Bank maintains each mortgage loan file in a separate file folder marked with a unique bar code to assure loan-level file integrity and to assist in inventory management. Files are segregated by transaction or investor. Wells Fargo Bank has been engaged in the mortgage document custody business for more than 25 years. Wells Fargo Bank maintains its commercial document custody facilities in Minneapolis, Minnesota. As of December 31, 2018, Wells Fargo Bank was acting as custodian of more than 261,000 commercial mortgage loan files.

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Wells Fargo Bank serves or may have served within the past two years as loan file custodian for various mortgage loans owned by the sponsor or an affiliate of the sponsor, and one or more of those mortgage loans may be included in the trust. The terms of any custodial agreement under which those services are provided by Wells Fargo Bank are customary for the mortgage-backed securitization industry and provide for the delivery, receipt, review and safekeeping of mortgage loan files.

For one CMBS transaction, Wells Fargo Bank disclosed transaction-level noncompliance on its 2018 Annual Statement of Compliance furnished pursuant to Item 1123 of Regulation AB for such transaction. An administrative error caused an underpayment to one class and a corresponding overpayment to certain classes on one distribution date in 2018. The affected distributions were revised to correct the error before the next distribution date.

Since June 18, 2014, a group of institutional investors have filed civil complaints in the Supreme Court of the State of New York, New York County, and later the U.S. District Court for the Southern District of New York against Wells Fargo Bank in its capacity as trustee for certain residential mortgage backed securities (“RMBS”) trusts. The complaints against Wells Fargo Bank alleged that the trustee caused losses to investors and asserted causes of action based upon, among other things, the trustee’s alleged failure to: (i) notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought included money damages in an unspecified amount, reimbursement of expenses, and equitable relief. Wells Fargo Bank has reached an agreement, in which it denies any wrongdoing, to resolve these claims on a classwide basis for the 271 RMBS trusts currently at issue. On May 6, 2019, the court entered an order approving the settlement agreement. Separate lawsuits against Wells Fargo Bank making similar allegations filed by certain other institutional investors concerning 57 RMBS trusts in New York federal and state court are not covered by the agreement. With respect to the foregoing litigations, Wells Fargo Bank believes plaintiffs’ claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the RMBS trusts.

Neither Wells Fargo Bank nor any of its affiliates intends to retain on the Closing Date any certificates issued by the issuing entity or any other economic interest in this securitization. However, each of Wells Fargo Bank and its affiliates will be entitled at their discretion to acquire certificates issued by the issuing entity, and in each such case will have the right to dispose of any such certificates at any time.

The foregoing information set forth under this sub-heading “—The Trustee and Certificate Administrator” has been provided by Wells Fargo Bank.

For a description of any material affiliations, relationships and related transactions between the trustee, the certificate administrator and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

The trustee and the certificate administrator will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. For further information regarding the duties, responsibilities, rights and obligations of the trustee and the certificate administrator under the PSA, including those related to indemnification, see “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”. Certain terms of the PSA regarding the certificate administrator’s removal, replacement or resignation are described under “Pooling and Servicing Agreement—Resignation and Removal of the Trustee and the Certificate Administrator”.

The Master Servicer and the Excluded Special Servicer

Midland Loan Services, a Division of PNC Bank, National Association, a national banking association (“Midland”), is expected to be the master servicer and the special servicer for the CubeSmart North Bergen Mortgage Loan and in this capacity is expected to be responsible for the master servicing and administration of the Mortgage Loans and any Serviced Companion Loans pursuant to the PSA. Certain servicing and administrative functions may also be provided by one or more primary servicers that

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previously serviced the mortgage loans for the mortgage loan seller. Midland’s principal servicing office is located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210.

Midland is a real estate financial services company that provides loan servicing, asset management and technology solutions for large pools of commercial and multifamily real estate assets. Midland is approved as a master servicer, special servicer and primary servicer for investment-grade commercial mortgage-backed securities (“CMBS”) by S&P, Moody’s, Fitch, Morningstar, DBRS and KBRA. Midland has received rankings as a master, primary and special servicer of real estate assets under U.S. CMBS transactions from S&P, Fitch and Morningstar. For each category, S&P ranks Midland as “Strong” and Morningstar ranks Midland as “CS1”. Fitch ranks Midland as “CMS2” for master servicer, “CPS2” for primary servicer, and “CSS2+” for special servicer. Midland is also a HUD/FHA-approved mortgagee and a Fannie Mae-approved multifamily loan servicer.

Midland has detailed operating procedures across the various servicing functions to maintain compliance with its servicing obligations and the servicing standards under Midland’s servicing agreements, including procedures for managing delinquent and specially serviced loans. The policies and procedures are reviewed annually and centrally managed. Furthermore, Midland’s disaster recovery plan is reviewed annually.

Midland (in its capacity as the master servicer and in its capacity as the Excluded Special Servicer) will not have primary responsibility for custody services of original documents evidencing the underlying Mortgage Loans or the Serviced Companion Loans. Midland may from time to time have custody of certain of such documents as necessary for enforcement actions involving particular Mortgage Loans or the Serviced Companion Loans or otherwise. To the extent that Midland has custody of any such documents for any such servicing purposes, such documents will be maintained in a manner consistent with the Servicing Standard.

No securitization transaction involving commercial or multifamily mortgage loans in which Midland was acting as master servicer, primary servicer or special servicer has experienced a servicer event of default or servicer termination event as a result of any action or inaction of Midland as master servicer, primary servicer or special servicer, as applicable, including as a result of Midland’s failure to comply with the applicable servicing criteria in connection with any securitization transaction. Midland has made all advances required to be made by it under the servicing agreements on the commercial and multifamily mortgage loans serviced by Midland in securitization transactions.

From time to time Midland is a party to lawsuits and other legal proceedings as part of its duties as a loan servicer (e.g., enforcement of loan obligations) and/or arising in the ordinary course of business. Midland does not believe that any such lawsuits or legal proceedings would, individually or in the aggregate, have a material adverse effect on its business or its ability to service loans pursuant to the PSA.

Midland currently maintains an internet-based investor reporting system, CMBS Investor Insight®, that contains performance information at the portfolio, loan and property levels on the various commercial mortgage backed securities transactions that it services. Certificateholders, prospective transferees of the certificates and other appropriate parties may obtain access to CMBS Investor Insight® through Midland’s website at www.pnc.com/midland. Midland may require registration and execution of an access agreement in connection with providing access to CMBS Investor Insight®.

As of September 30, 2019, Midland was master and/or primary servicing approximately 34,130 commercial and multifamily mortgage loans with a principal balance of approximately $524 billion. The collateral for such loans is located in all 50 states, the District of Columbia, Puerto Rico, Guam and Canada. Approximately 10,643 of such loans, with a total principal balance of approximately $203 billion, pertain to commercial and multifamily mortgage-backed securities. The related loan pools include multifamily, office, retail, hospitality and other income-producing properties.

Midland has been servicing commercial and multifamily loans and leases in CMBS and other servicing transactions since 1992. The table below contains information on the size of the portfolio of commercial

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and multifamily loans and leases in CMBS and other servicing transactions for which Midland has acted as master and/or primary servicer from 2016 to 2018.

Portfolio Size - Master/Primary	Calendar Year End (Approximate amounts in billions)
	2016	2017	2018
CMBS	$149	$162	$181
Other	$294	$323	$352
Total	$444	$486	$533

As of September 30, 2019, Midland was named the special servicer in approximately 352 commercial mortgage-backed securities transactions with an aggregate outstanding principal balance of approximately $163 billion. With respect to such transactions as of such date, Midland was administering approximately 107 assets with an outstanding principal balance of approximately $1.1 billion.

Midland has acted as a special servicer for commercial and multifamily loans and leases in CMBS and other servicing transactions since 1992. The table below contains information on the size of the portfolio of specially serviced commercial and multifamily loans, leases and REO properties that have been referred to Midland as special servicer in CMBS and other servicing transactions from 2016 to 2018.

Portfolio Size - Special Servicing	Calendar Year End (Approximate amounts in billions)
	2016	2017	2018
Total	$121	$145	$158

PNC Bank, National Association and its affiliates may use some of the same service providers (e.g., legal counsel, accountants and appraisal firms) as are retained on behalf of the issuing entity. In some cases, fee rates, amounts or discounts may be offered to PNC Bank, National Association and its affiliates by a third party vendor which differ from those offered to the issuing entity as a result of scheduled or ad hoc rate changes, differences in the scope, type or nature of the service or transaction, alternative fee arrangements, and negotiation by PNC Bank, National Association or its affiliates other than the Midland division.

From time to time, Midland and/or its affiliates may purchase or sell securities, including CMBS certificates. Midland and/or its affiliates may review this prospectus and purchase or sell certificates issued in this offering, including in the secondary market.

Pursuant to certain interim servicing agreements between GSMC or one of its affiliates, on the one hand, and Midland, on the other hand, Midland acts as interim servicer with respect to certain GSMC Mortgage Loans prior to their inclusion in the issuing entity.

Midland will acquire the right to act as master servicer and/or primary servicer (and the related right to receive and retain the excess servicing strip) with respect to the Mortgage Loans sold to the issuing entity by the sponsor pursuant to one or more servicing rights appointment agreements entered into on the Closing Date. The “excess servicing strip” means a portion of the Servicing Fee payable to Midland that accrues at a per annum rate initially equal to the Servicing Fee Rate minus 0.00125%, but which may be reduced under certain circumstances as provided in the PSA.

The report on assessment of compliance with applicable servicing criteria for the twelve months ending on December 31, 2018, furnished pursuant to Item 1122 of Regulation AB for Midland, identified a material instance of noncompliance relating to the servicing criterion described in Item 1122(d)(3)(i)(A) of Regulation AB, which requires that:

“Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements.

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Specifically, such reports: (A) Are prepared in accordance with timeframes and other terms set forth in the transaction agreements….”

For CMBS transactions subject to the reporting requirements of Regulation AB on and after November 23, 2016 (the effective date of the most recent amendment to Regulation AB), Midland as master servicer became responsible for Schedule AL reporting. Midland is currently remediating the Schedule AL reporting for the CMBS transactions found to be incorrect, and will be making improvements to its systems, processes and procedures to support its Schedule AL reporting obligations.

Midland is also (i) the master servicer under the MSC 2019-H7 PSA, pursuant to which the SoCal Retail Portfolio Whole Loan and the Grand Canal Shoppes Whole Loan are serviced, (ii) the master servicer under the CGCMT 2019-GC41 PSA, pursuant to which the USAA Office Portfolio Whole Loan and the Millennium Park Plaza Loan are serviced, and (iii) the master servicer and the special servicer under the GSMS 2019-GC42 PSA, pursuant to which the 19100 Ridgewood Loan and the New Jersey Center of Excellent Loan are serviced.

The foregoing information regarding Midland under this heading “—The Master Servicer” has been provided by Midland.

The master servicer will have various duties under the PSA. Certain duties and obligations of the master servicer are described under “Pooling and Servicing Agreement—General” and “—Enforcement of ‘Due-on-Sale’ and ‘Due-on-Encumbrance’ Provisions”. The master servicer’s ability to waive or modify any terms, fees, penalties or payments on the Serviced Mortgage Loans, and the effect of that ability on the potential cash flows from such Mortgage Loans, are described under “Pooling and Servicing Agreement—Modifications, Waivers and Amendments”. The master servicer’s obligations as the servicer to make advances, and the interest or other fees charged for those advances and the terms of the master servicer’s recovery of those advances, are described under “Pooling and Servicing Agreement—Advances”.

The master servicer will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. Certain terms of the PSA regarding the master servicer’s removal or replacement, resignation are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”, “—Termination of Master Servicer and Special Servicer for Cause—Servicer Termination Events”, “—Rights Upon Servicer Termination Event” and “—Waiver of Servicer Termination Event”. The master servicer’s rights and obligations with respect to indemnification, and certain limitations on the master servicer’s liability under the PSA, are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”.

The Special Servicer

LNR Partners, LLC (“LNR Partners”), a Florida limited liability company and a subsidiary of Starwood Property Trust, Inc. (“STWD”), a Maryland corporation, will initially be appointed to act as special servicer for the Mortgage Loans to be deposited into the issuing entity (other than any Non-Serviced Mortgage Loan (except as described in this prospectus) and any Excluded Special Servicer Loan) and any related Serviced Companion Loans. The principal executive offices of LNR Partners are located at 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139 and its telephone number is (305) 695-5600.

STWD through its subsidiaries, affiliates and joint ventures, is involved in the real estate finance, management and development business and engages in, among other activities:

● acquiring, developing, repositioning, managing and selling commercial and multifamily residential real estate properties,

● investing in high-yielding real estate-related debt and equity, and

● investing in, and managing as special servicer, unrated, below investment grade rated and investment grade rated commercial mortgage backed securities.

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LNR Partners and its affiliates have substantial experience in working out loans and in performing the other obligations of the special servicer as more particularly described in the PSA, including, but not limited to, processing borrower requests for lender consent to assumptions, leases, easements, partial releases and expansion and/or redevelopment of the mortgaged properties. LNR Partners and its affiliates have been engaged in the special servicing of commercial real estate assets for over 22 years. The number of commercial mortgage backed securitization pools specially serviced by LNR Partners and its affiliates has increased from 46 in December 1998 to 176 as of June 30, 2019. More specifically, LNR Partners (and its predecessors in interest) acted as special servicer with respect to:

● 84 domestic commercial mortgage backed securitization pools as of December 31, 2001, with a then current face value in excess of $53 billion;

● 101 domestic commercial mortgage backed securitization pools as of December 31, 2002, with a then current face value in excess of $67 billion;

● 113 domestic commercial mortgage backed securitization pools as of December 31, 2003, with a then current face value in excess of $79 billion;

● 134 domestic commercial mortgage backed securitization pools as of December 31, 2004, with a then current face value in excess of $111 billion;

● 142 domestic commercial mortgage backed securitization pools as of December 31, 2005, with a then current face value in excess of $148 billion;

● 143 domestic commercial mortgage backed securitization pools as of December 31, 2006, with a then current face value in excess of $201 billion;

● 143 domestic commercial mortgage backed securitization pools as of December 31, 2007 with a then current face value in excess of $228 billion;

● 138 domestic commercial mortgage backed securitization pools as of December 31, 2008 with a then current face value in excess of $210 billion;

● 136 domestic commercial mortgage backed securitization pools as of December 31, 2009 with a then current face value in excess of $191 billion;

● 144 domestic commercial mortgage backed securitization pools as of December 31, 2010 with a then current face value in excess of $201 billion;

● 140 domestic commercial mortgage backed securitization pools as of December 31, 2011 with a then current face value in excess of $176 billion;

● 131 domestic commercial mortgage backed securitization pools as of December 31, 2012 with a then current face value in excess of $136 billion;

● 141 domestic commercial mortgage backed securitization pools as of December 31, 2013 with a then current face value in excess of $133 billion;

● 152 domestic commercial mortgage backed securitization pools as of December 31, 2014 with a then current face value in excess of $135 billion;

● 159 domestic commercial mortgage backed securitization pools as of December 31, 2015 with a then current face value in excess of $111 billion;

● 153 domestic commercial mortgage backed securitization pools as of December 31, 2016 with a then current face value in excess of $87 billion;

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● 160 domestic commercial mortgage backed securitization pools as of December 31, 2017 with a then current face value in excess of $68.9 billion;

● 175 domestic commercial mortgage backed securitization pools as of December 31, 2018 with a then current face value in excess of $78.6 billion; and

● 176 domestic commercial mortgage backed securitization pools as of June 30, 2019 with a then current face value in excess of $86.7 billion.

As of June 30, 2019, LNR Partners has resolved approximately $76.9 billion of U.S. commercial and multifamily loans over the past 22 years, including approximately $1.1 billion of U.S. commercial and multifamily mortgage loans during 2001, approximately $1.9 billion of U.S. commercial and multifamily mortgage loans during 2002, approximately $1.5 billion of U.S. commercial and multifamily mortgage loans during 2003, approximately $2.1 billion of U.S. commercial and multifamily mortgage loans during 2004, approximately $2.4 billion of U.S. commercial and multifamily mortgage loans during 2005, approximately $0.9 billion of U.S. commercial and multifamily mortgage loans during 2006, approximately $1.4 billion of U.S. commercial and multifamily mortgage loans during 2007, approximately $1.0 billion of U.S. commercial and multifamily mortgage loans during 2008, approximately $1.2 billion of U.S. commercial and multifamily mortgage loans during 2009, approximately $7.7 billion of U.S. commercial and multifamily mortgage loans during 2010, approximately $10.9 billion of U.S. commercial and multifamily mortgage loans during 2011, approximately $11.7 billion of U.S. commercial and multifamily mortgage loans during 2012, approximately $6.5 billion of U.S. commercial and multifamily mortgage loans during 2013, approximately $6.3 billion of U.S. commercial and multifamily mortgage loans during 2014, approximately $6 billion of U.S. commercial and multifamily mortgage loans during 2015, approximately $3.9 billion of U.S. commercial and multifamily mortgage loans during 2016, approximately $4.5 billion of U.S. commercial and multifamily mortgage loans during 2017, approximately $3.8 billion of U.S. commercial and multifamily mortgage loans through December 31, 2018, and approximately $1.6 billion of U.S. commercial and multifamily mortgage loans through June 30, 2019.

STWD or one of its affiliates generally seeks CMBS investments where it has the right to appoint LNR Partners as the special servicer. LNR Partners and its affiliates have regional offices located across the country in Florida, Georgia, Massachusetts, California, New York and North Carolina. As of June 30, 2019, LNR Partners and its affiliates specially service a portfolio, which included approximately 6,076 assets across the United States with a then current face value of approximately $86.7 billion, all of which are commercial real estate assets. Those commercial real estate assets include mortgage loans secured by the same types of income producing properties as secure the mortgage loans backing the Certificates. Accordingly, the assets of LNR Partners and its affiliates may, depending upon the particular circumstances, including the nature and location of such assets, compete with the mortgaged real properties securing the underlying mortgage loans for tenants, purchasers, financing and so forth. LNR Partners does not service any assets other than commercial real estate assets.

LNR Partners maintains internal and external watch lists, corresponds with master servicers on a monthly basis and conducts overall deal surveillance and shadow servicing. LNR Partners has developed distinct strategies and procedures for working with borrowers on problem loans (caused by delinquencies, bankruptcies or other breaches of the loan documents) designed to maximize value from the assets for the benefit of the certificateholders. These strategies and procedures vary on a case by case basis, and include, but are not limited to, liquidation of the underlying collateral, note sales, discounted payoffs, and borrower negotiation or workout in accordance with the applicable servicing standard. Generally, four basic factors are considered by LNR Partners as part of its analysis and determination of what strategies and procedures to utilize in connection with problem loans. They are (i) the condition and type of mortgaged property, (ii) the borrower, (iii) the jurisdiction in which the mortgaged property is located and (iv) the actual terms, conditions and provisions of the underlying loan documents. After each of these items is evaluated and considered, LNR Partners’ strategy is guided by the servicing standard and all relevant provisions of the applicable pooling and servicing agreement pertaining to specially serviced and REO mortgage loans.

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LNR Partners has the highest ratings afforded to special servicers by S&P and is rated “CSS1-” by Fitch.

There have not been, during the past three years, any material changes to the policies or procedures of LNR Partners in the servicing function it will perform under the PSA for assets of the same type included in this securitization transaction. LNR Partners has not engaged, and currently does not have any plans to engage, any sub-servicers to perform on its behalf any of its duties with respect to this securitization transaction. LNR Partners does not believe that its financial condition will have any adverse effect on the performance of its duties under the PSA and, accordingly, will not have any material impact on the Mortgage Pool performance or the performance of the certificates. Generally, LNR Partners’ servicing functions under pooling and servicing agreements do not include collection on the pool assets, however LNR Partners does maintain certain operating accounts with respect to REO mortgage loans in accordance with the terms of the applicable pooling and servicing agreements and consistent with the servicing standard set forth in each of such pooling and servicing agreements. LNR Partners does not have any material advancing obligations with respect to the commercial mortgage backed securitization pools as to which it acts as special servicer. Generally, LNR Partners has the right, but not the obligation, to make property related servicing advances in emergency situations with respect to commercial mortgage backed securitization pools as to which it acts as special servicer.

LNR Partners will not have primary responsibility for custody services of original documents evidencing the underlying mortgage loans. On occasion, LNR Partners may have custody of certain of such documents as necessary for enforcement actions involving particular mortgage loans or otherwise. To the extent that LNR Partners has custody of any such documents, such documents will be maintained in a manner consistent with the Servicing Standard.

No securitization transaction involving commercial or multifamily mortgage loans in which LNR Partners was acting as special servicer has experienced an event of default as a result of any action or inaction by LNR Partners as special servicer. LNR Partners has not been terminated as servicer in a commercial mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger. In addition, there has been no previous disclosure of material noncompliance with servicing criteria by LNR Partners with respect to any other securitization transaction involving commercial or multifamily mortgage loans in which LNR Partners was acting as special servicer.

There are, to the actual current knowledge of LNR Partners, no special or unique factors of a material nature involved in special servicing the particular types of assets included in the subject securitization, as compared to the types of assets specially serviced by LNR Partners in other commercial mortgage backed securitization pools generally, for which LNR Partners has developed processes and procedures which materially differ from the processes and procedures employed by LNR Partners in connection with its special servicing of commercial mortgaged backed securitization pools generally.

There are currently no legal proceedings pending, and no legal proceedings known to be contemplated, by governmental authorities, against LNR Partners or of which any of its property is the subject, that are material to the Certificateholders.

LNR Partners or its affiliate also assisted Argentic (or its affiliate) with due diligence relating to the Mortgage Loans to be included in the Mortgage Pool.

LNR Partners is currently the special servicer for the SoCal Retail Portfolio Whole Loan and the Grand Canal Shoppes Whole Loan pursuant to the MSC 2019-H7 PSA and under the CF 2019-CF2 PSA which governs the servicing of the Bushwick Avenue Portfolio Whole Loan and the Hilton Portfolio Whole Loan. LNR Securities Holdings, LLC, an affiliate of LNR Partners, is the initial controlling class representative under the CF 2019-CF2 PSA. Under the CF 2019-CF2 PSA, the controlling class representative will only be permitted to remove LNR Partners, LLC or its affiliate as special servicer without cause if LNR Securities Holdings, LLC or its affiliate owns less than 25% of the certificate balance of the then Controlling Class of certificates.

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LNR Partners is not an affiliate of the depositor, the underwriters, the issuing entity, the master servicer, the trustee, the certificate administrator, the operating advisor, the asset representations reviewer, any sponsor (other than SMC), any originator (other than SMC) or any significant obligor. LNR Partners, however, is an affiliate of (i) SMC, one of the sponsors and an originator, (ii) Starwood Mortgage Funding II LLC, the current holder of the Bushwick Avenue Portfolio Pari Passu Companion Loans and the Hilton Portfolio Pari Passu Companion Loans, (iii) LNR Securities Holdings, LLC, the controlling class representative under the CF 2019-CF2 PSA, (iv) Starwood Conduit CMBS Vertical Retention I LLC, the entity that purchased the VRR Interest under the CF 2019-CF2 PSA, and (v) Starwood CMBS Horizontal Retention CF 2019-CF2 LLC, the entity that purchased the initial controlling class under the CF 2019-CF2 PSA.

As of the Closing Date, it is anticipated that LNR Partners, LLC will be a Borrower Party with respect to the CubeSmart North Bergen Mortgage Loan.

Except as disclosed in this prospectus and except for (i) LNR Partners acting as special servicer for this securitization transaction (with respect to all Serviced Mortgage Loans and Serviced Companion Loans), (ii) an affiliate of LNR Partners (LNR Securities Holdings, LLC) purchasing a majority interest in certain classes of certificates under the CF 2019-CF2 PSA and being the initial controlling class representative under that PSA, (iii) an affiliate of LNR Partners, SMC, being one of the sponsors and an originator of some of the Mortgage Loans, (iv) an affiliate of LNR Partners, Starwood Mortgage Funding II LLC, being the current holder of the Bushwick Avenue Portfolio Pari Passu Companion Loans and the Hilton Portfolio Pari Passu Companion Loans, (v) an affiliate of LNR Partners, Starwood Conduit CMBS Vertical Retention I LLC, being the entity that purchased the VRR Interest under the CF 2019-CF2 PSA (vi) an affiliate of LNR Partners, Starwood CMBS Horizontal Retention CF 2019-CF2 LLC, being the entity that purchased the initial controlling class certificates under the CF 2019-CF2 PSA, (vii) LNR Partners or its affiliate assisting Argentic (or its affiliates) with due diligence relating to the mortgage loans to be included in the mortgage pool, and (viii) LNR Partners acting as the Non-Serviced Special Servicer for the SoCal Retail Portfolio Whole Loan and the Grand Canal Shoppes Whole Loan under the MSC 2019-H7 PSA and the Non-Serviced Special Servicer for the Bushwick Avenue Portfolio Whole Loan and the Hilton Portfolio Whole Loan under the CF 2019-CF2 PSA, there are no specific relationships that are material involving or relating to this securitization transaction or the securitized mortgage loans between LNR Partners or any of its affiliates, on the one hand, and the issuing entity, the sponsors, the trustee, the certificate administrator, any originator, any significant obligor, the master servicer, the operating advisor or the asset representations reviewer, on the other hand, that currently exist or that existed during the past two years. In addition, other than as disclosed in this prospectus, there are no business relationships, agreements, arrangements, transactions or understandings that have been entered into outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party – apart from this securitization transaction – between LNR Partners or any of its affiliates, on the one hand, and the issuing entity, the sponsors, the trustee, the certificate administrator, any originator, any significant obligor, the master servicer, the operating advisor or the asset representations reviewer, on the other hand, that currently exist or that existed during the past two years and that are material to an investor’s understanding of the certificates.

In the commercial mortgage-backed securitizations in which LNR Partners acts as special servicer, LNR Partners may enter into one or more arrangements with any party entitled to appoint or remove and replace the special servicer to provide for a discount and/or revenue sharing with respect to certain of the special servicer compensation in consideration of, among other things, LNR Partners’ appointment as special servicer under the applicable servicing agreement and limitations on such person’s right to replace LNR Partners as the special servicer.

Except as described above and in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses—Special Servicing Compensation”, neither LNR Partners nor any of its affiliates will retain on the Closing Date any certificates issued by the issuing entity or any other economic interest in this securitization. However, LNR Partners or its affiliates may, from time to time after the initial sale of the certificates to investors on the Closing Date, acquire certificates pursuant to secondary market transactions and any such party will have the right to dispose of such certificates at any time.

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The foregoing information regarding LNR Partners under this heading “Transaction Parties—The Special Servicer” has been Provided by LNR Partners.

The special servicer will not have primary responsibility for custody services of original documents evidencing the Mortgage Loans or the Companion Loans. The special servicer may from time to time have custody of certain of such documents as necessary for enforcement actions involving particular Mortgage Loans or the Companion Loans or otherwise. To the extent that the special servicer has custody of any such documents for any such servicing purposes, such documents will be maintained in a manner consistent with the Servicing Standard.

The special servicer will not have any material advancing rights or any advancing obligations. In certain instances, the special servicer may have the right to make property related property protection advances in emergency situations.

The special servicer’s role and responsibilities are set forth in this prospectus under “Pooling and Servicing Agreement”. The special servicer’s ability to waive or modify any terms, fees, penalties or payments on the Serviced Mortgage Loans and any related Serviced Companion Loans, and the effect of that ability on the potential cash flows from such Mortgage Loans and any related Serviced Companion Loans, are described under “Pooling and Servicing Agreement—Modifications, Waivers and Amendments”.

The special servicer will only be liable under the PSA to the extent of the obligations specifically imposed by the PSA. Certain terms of the PSA regarding the special servicer’s removal, replacement, resignation or transfer are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”, “—Termination of Master Servicer and Special Servicer for Cause—Servicer Termination Events” and “—Rights Upon Servicer Termination Event”. The special servicer’s rights and obligations with respect to indemnification, and certain limitations on the special servicer’s liability under the PSA, are described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”.

The Operating Advisor and Asset Representations Reviewer

Park Bridge Lender Services LLC (“Park Bridge Lender Services”), a New York limited liability company and an indirect, wholly owned subsidiary of Park Bridge Financial LLC (“Park Bridge Financial”), will act as operating advisor and asset representations reviewer under the PSA with respect to each Serviced Mortgage Loan. Park Bridge Lender Services has an address at 600 Third Avenue, 40th Floor, New York, New York 10016 and its telephone number is (212) 230-9090.

Park Bridge Financial is a privately held commercial real estate finance advisory firm headquartered in New York, New York. Since its founding in 2009, Park Bridge Financial and its affiliates have been engaged by commercial banks (community, regional and multi-national), opportunity funds, REITs, investment banks, insurance companies, entrepreneurs and hedge funds on a wide variety of advisory assignments. These engagements have included: mortgage brokerage, loan syndication, contract underwriting, valuations, risk assessments, surveillance, litigation support, expert testimony, loan restructures as well as the disposition of commercial mortgages and related collateral.

Park Bridge Financial’s technology platform is server-based with back-up, disaster recovery and encryption services performed by vendors and data centers that comply with industry and regulatory standards.

As of September 30, 2019, Park Bridge Lender Services was acting as operating advisor or trust advisor for commercial mortgage-backed securities transactions with an approximate aggregate initial principal balance of $203.9 billion issued in 248 transactions.

As of September 30, 2019, Park Bridge Lender Services was acting as asset representations reviewer for commercial mortgage-backed securities transactions with an approximate aggregate initial principal balance of $94.5 billion issued in 106 transactions.

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There are no legal proceedings pending against Park Bridge Lender Services, or to which any property of Park Bridge Lender Services is subject, that are material to the Certificateholders, nor does Park Bridge Lender Services have actual knowledge of any proceedings of this type contemplated by governmental authorities.

Park Bridge Lender Services satisfies each of the criteria of the definition of “Eligible Operating Advisor” set forth in “Pooling and Servicing Agreement—The Operating Advisor—Eligibility of Operating Advisor” in this prospectus. Park Bridge Lender Services: (a) is an operating advisor on other commercial mortgage-backed securities transactions rated by any of the Rating Agencies and none of those rating agencies has qualified, downgraded or withdrawn any of its ratings of one or more classes of certificates for any such transaction citing concerns with Park Bridge Lender Services as the sole or a material factor in such rating action; (b) can and will make the representations and warranties of the operating advisor set forth in the PSA; (c) is not (and is not Risk Retention Affiliated with) the depositor, the trustee, the certificate administrator, the master servicer, the special servicer, the mortgage loan seller, the Directing Holder, any “significant obligor” or a depositor, trustee, certificate administrator, master servicer or special servicer with respect to the securitization of any Companion Loan or any of their respective affiliates; (d) has not been paid by the special servicer or any successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations under the PSA or (y) for the recommendation of the replacement of the special servicer or the appointment of a successor special servicer to become the special servicer; (e) (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 (f) 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 Loans or otherwise have any financial interest in the securitization transaction to which the PSA relates other than its fees from its role as operating advisor and asset representations reviewer.

The foregoing information set forth under this subheading “—The Operating Advisor and Asset Representations Reviewer” has been provided by Park Bridge Lender Services.

For a description of any material affiliations, relationships and related transactions between the operating advisor, asset representations reviewer and the other transaction parties, see “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”.

The operating advisor and asset representations reviewer will only be liable under the PSA to the extent of their respective obligations specifically imposed by the PSA, and no implied duties or obligations may be asserted against the operating advisor or asset representations reviewer. For further information regarding the duties, responsibilities, rights and obligations of the operating advisor and asset representations reviewer, as the case may be, under the PSA, including those related to indemnification, see “Pooling and Servicing Agreement—The Operating Advisor”, “—The Asset Representations Reviewer” and “—Limitation on Liability; Indemnification”. Certain terms of the PSA regarding the operating advisor’s or asset representations reviewer’s, as the case may be, removal, replacement, resignation or transfer are described under “Pooling and Servicing Agreement—The Operating Advisor” and “—The Asset Representations Reviewer”.

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Credit Risk Retention

General

This transaction is required to comply with the Credit Risk Retention Rules. Argentic has been designated by the sponsors to act as the “retaining sponsor” (as such term is defined in the Credit Risk Retention Rules) (in such capacity, the “Retaining Sponsor”) and intends to satisfy the credit risk retention requirements of the Credit Risk Retention Rules as follows:

● Argentic Securities Holdings Cayman Limited or its affiliate (the “Retaining Party”) is expected to purchase an “eligible vertical interest” (as defined in the Credit Risk Retention Rules, the “VRR Interest”) with an expected initial Certificate Balance or Notional Amount of approximately 2.405% of the Certificate Balance or Notional Amount, as applicable, of each class of certificates set forth below:

Class	Approx. Initial Certificate Balance/Notional Amount to be Retained(1)
Class A-1	$359,000
Class A-2	$648,000
Class A-3(2)	$2,466,000 - $5,796,000
Class A-4(2)	$7,263,000 – 10,593,000
Class A-AB	$494,000
Class X-A	$16,354,000
Class X-B	$1,846,000
Class A-S	$1,794,000
Class B	$962,000
Class C	$884,000
Class D	$598,000
Class X-D	$1,066,000
Class E	$468,000
Class F-RR	$520,000
Class G-RR	$208,000
Class H-RR	$806,000

(1) Approximate, subject to a permitted variance of plus or minus 5%, including in connection with any variation in the Certificate Balances and Notional Amounts of the classes comprising the VRR Interest following the calculation of the actual fair value of the certificates (other than the Class R certificates) issued by the issuing entity.

(2) The exact initial certificate balances of the Class A-3 and Class A-4 certificates are unknown and will be determined based on the final pricing of those classes of certificates. However, the respective initial certificate balances of the Class A-3 and Class A-4 certificates to be retained are expected to be within the applicable ranges reflected in the chart above. The initial aggregate certificate balance of the Class A-3 and Class A-4 certificates to be retained is expected to be approximately $13,059,000, subject to a variance of plus or minus 5%.

● The Retaining Party or its affiliate is also expected to purchase the Class F-RR, Class G-RR and Class H-RR certificates (excluding the portion comprising the VRR Interest) (collectively, the “HRR Certificates”), with an aggregate initial Certificate Balance of $62,203,960, representing approximately 2.658% of the aggregate fair value of the certificates (other than the Class R certificates). The HRR Certificates will constitute an “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules).

The percentage of all classes of Regular Certificates represented by the VRR Interest (which is approximately 2.405%) and the percentage of the aggregate fair value of all classes of Regular Certificates represented by the HRR Certificates (which is approximately 2.658%) will equal at least 5%, in the aggregate, as of the Closing Date.

“Credit Risk Retention Rules” means Regulation RR, 12 C.F.R. Part 244.

“MOA” means a “majority-owned affiliate” (as defined in the Credit Risk Retention Rules).

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Qualifying CRE Loans

The sponsors have determined that for purposes of this transaction 0.0% of the Initial Pool Balance (the “Qualifying CRE Loan Percentage”) is comprised of mortgage loans that are “qualifying CRE loans” as such term is described in §244.17 of the Credit Risk Retention Rules.

The total required credit risk retention percentage (the “Required Risk Retention Percentage”) for this transaction is 5.0%. The Required Risk Retention Percentage is equal to the product of (i) 1 minus the Qualifying CRE Loan Percentage (expressed as a decimal) and (ii) 5%; subject to a minimum Required Risk Retention Percentage of no less than 2.50% if the issuing entity includes any non-qualifying CRE loans.

HRR Certificates

General

The Retaining Party is expected to purchase the HRR Certificates identified in the table below.

Class of HRR Certificates	Expected Initial Available Certificate Balance(1)	Estimated Range of Fair Value of the HRR Certificates (in $ and %)(2)	Estimated Purchase Price(3)
Class F-RR	$21,086,000	$8,072,585 / 0.883% - 0.925%	38.2841%
Class G-RR	$8,434,000	$3,214,619 / 0.352% - 0.368%	38.1150%
Class H-RR	$32,683,960	$12,457,491 / 1.363% - 1.428%	38.1150%

(1) Includes the expected initial Certificate Balance of each class of HRR Certificates that the Retaining Party expects to purchase on the Closing Date. These amounts do not include the expected initial Certificate Balances of the Class F-RR, Class G-RR and Class H-RR certificates that are a part of the VRR Interest. The VRR Interest is not included in the Certificate Balance of any Yield Priced Principal Balance Certificates.

(2) The estimated fair value (expressed as a dollar amount) and estimated range of fair value (expressed as a percentage of the aggregate fair value of all of the certificates other than the Class R certificates) of the HRR Certificates (exclusive of the portion thereof that is part of the VRR Interest). The fair value of the HRR Certificates has been determined as described under “—Determination of Amount of Required Horizontal Credit Risk Retention—Yield-Priced Principal Balance Certificates—Retaining Party Assumed Certificate Characteristics”. The fair value of the other certificates is unknown and has been determined by the sponsors as described under “—Determination of Amount of Required Horizontal Credit Risk Retention” below.

(3) Expressed as a percentage of the expected initial Certificate Balance of each class of the HRR Certificates, excluding accrued interest. The aggregate purchase price expected to be paid for the HRR Certificates to be acquired by the Retaining Party is approximately $23,744,696 (excluding accrued interest).

The Retaining Sponsor estimates that, if it had relied solely on retaining an “eligible horizontal residual interest” in order to meet the credit risk retention requirements of the Credit Risk Retention Rules with respect to this securitization transaction, it would have retained an eligible horizontal residual interest with an aggregate fair value dollar amount of approximately $44,673,543 representing 5% of the aggregate fair value, as of the Closing Date, of all of the certificates (other than the Class R certificates).

A reasonable time after the Closing Date, the Retaining Sponsor will be required to disclose to, or cause to be disclosed to, Certificateholders the following: (a) the fair value of the HRR Certificates that will be retained by the Retaining Party based on actual sale prices and finalized tranche sizes, (b) the fair value of the “eligible horizontal residual interest” (as such term is defined in the Credit Risk Retention Rules) that the Retaining Sponsor would have been required to retain under the Credit Risk Retention Rules, and (c) to the extent the valuation methodology or any of the key inputs and assumptions that were used in calculating the fair value or range of fair values disclosed in the preliminary prospectus under the heading “—Determination of Amount of Required Horizontal Credit Risk Retention” prior to the pricing of the certificates materially differs from the methodology or key inputs and assumptions used to calculate the fair value at the time of the Closing Date, descriptions of those material differences. Any such notice from the Retaining Sponsor of such disclosures are expected to be posted on the certificate administrator’s website on the “U.S. Risk Retention Special Notices” tab.

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While the Retaining Sponsor will initially partially satisfy its risk retention requirements through the purchase by the Retaining Party of the HRR Certificates, the Retaining Sponsor is permitted under the Credit Risk Retention Rules under certain circumstances to transfer the HRR Certificates to a “third party purchaser” (as defined in the Credit Risk Retention Rules) (for so long as it holds such HRR Certificates, a “Subsequent Third-Party Purchaser”) at any time after November 8, 2024. Any such transfer will be subject to the satisfaction of all applicable provisions under the Credit Risk Retention Rules. See “—Hedging, Transfer and Financing Restrictions” below.

The Retaining Party

It is anticipated that on the Closing Date, Argentic Securities Holdings Cayman Limited, an exempted company incorporated in the Cayman Islands with limited liability (“ASH”), a majority-owned affiliate of the Retaining Sponsor, a Delaware limited liability company, will purchase for cash the VRR Interest and the remaining Class F-RR, Class G-RR and Class H-RR certificates.

ASH was formed primarily to invest in junior tranches of commercial mortgage backed securities (“CMBS B-piece Securities”). As of September 30, 2019, ASH and its subsidiaries have made over fifteen purchases of CMBS B-piece Securities.

ASH is managed by Argentic Investment Management LLC (“Argentic Investment Management”). Argentic Investment Management is an experienced commercial real estate debt investor. Certain senior members of Argentic Investment Management’s real estate credit team have over 20 years of CMBS experience as of September 30, 2019. Investment vehicles managed by Argentic Investment Management have made investments in fixed and floating rate whole loans, subordinate debt, preferred equity and commercial mortgage-backed securities.

ASH and Argentic Investment Management are affiliates of the Retaining Sponsor, which is a sponsor, a mortgage loan seller and an originator.

Determination of Amount of Required Horizontal Credit Risk Retention

General

CMBS such as the Principal Balance Certificates are typically priced based relative to either the swap yield curve or to a targeted yield. The method of pricing used is primarily a function of the rating, but can also be determined by prevailing market conditions or investor preference. For this transaction, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E certificates (the “Swap-Priced Principal Balance Certificates”) are anticipated to be priced based on the swap yield curve and the Class F-RR, Class G-RR and Class H-RR certificates (the “Yield-Priced Principal Balance Certificates”) are anticipated to be priced based on a targeted yield, and the sponsors calculated the expected scheduled principal payments (the “Scheduled Certificate Principal Payments”) on each class of Swap-Priced Principal Balance Certificates and the Yield-Priced Principal Balance Certificates as described below. CMBS such as the Class X Certificates (the “Interest-Only Certificates”) are typically priced relative to the treasury yield curve. The sponsors made their determination of the fair value of the certificates presented above based on a number of inputs consistent with these typical pricing methodologies in the manner described below for the applicable class of certificates.

Swap-Priced Principal Balance Certificates

Based on the Modeling Assumptions and assuming a 0% CPR prepayment rate, the sponsors calculated what the Scheduled Certificate Principal Payments on each class of Swap-Priced Principal Balance Certificates would be over the course of the transaction based on when principal payments are required to be made under the terms of the underlying Mortgage Loan documents during each Collection Period and which classes of Swap-Priced Principal Balance Certificates will be entitled to receive principal payments based on the Certificate payment priorities described in “Description of the Certificates—Distributions”. On the basis of the Scheduled Certificate Principal Payments, the sponsors calculated the weighted average life for each class of Swap-Priced Principal Balance Certificates.

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Swap Yield Curve. The sponsors utilized the assumed swap yield curve in the table below in determining the range of fair values of the Swap-Priced Principal Balance Certificates. The actual swap yield curve that will be used as a basis for determining the price of the Swap-Priced Principal Balance Certificates is not known at this time and differences in the swap yield curve will ultimately result in higher or lower fair value calculations. For an expected range of values at specified points along the swap yield curve, see the table below titled “Range of Swap Yields for the Swap-Priced Principal Balance Certificates”. The sponsors identified the range presented in the table below at each maturity on the swap yield curve, which represents the sponsor’s estimate of the largest increase or decrease in the swap yield at that maturity reasonably expected to occur prior to pricing of the Swap-Priced Principal Balance Certificates, based on 10 business day rolling periods over the past 6 months.

Range of Swap Yields for the Swap-Priced Principal Balance Certificates

Maturity	Low Estimate of Swap Yield	Base Case Swap Yield	High Estimate of Swap Yield
2Y	1.439%	1.624%	1.809%
3Y	1.399%	1.573%	1.747%
4Y	1.380%	1.553%	1.726%
5Y	1.379%	1.554%	1.729%
6Y	1.398%	1.570%	1.742%
7Y	1.415%	1.591%	1.767%
8Y	1.435%	1.614%	1.793%
9Y	1.461%	1.643%	1.825%
10Y	1.485%	1.668%	1.851%

Based on the swap yield curve, the sponsors will determine for each class of Swap-Priced Principal Balance Certificates the swap yield reflected on the swap yield curve (the “Interpolated Yield”) that corresponds to that Class’ weighted average life, by using a straight-line interpolation using the swap yield curve with 2, 3, 4, 5, 6, 7, 8, 9 and 10 year maturities if the weighted average life does not correspond to a specified maturity on the swap yield curve.

Credit Spread Determination. The sponsors determined the credit spread for each class of Swap-Priced Principal Balance Certificates on the basis of market bids obtained for similar CMBS with similar credit ratings, pool composition and asset quality, payment priority and weighted average lives of the related class of Swap-Priced Principal Balance Certificates as of the date of this prospectus. The credit spread for a particular class of Swap-Priced Principal Balance Certificates at the time of pricing is not known at this time and differences in the then current credit spread demanded by investors for similar CMBS will ultimately result in higher or lower fair values. The sponsors identified the range presented in the table below from the base case credit spread percentage, which represents the sponsor’s estimate of the largest increase or decrease in the credit spread for newly issued CMBS reasonably expected to occur prior to pricing of the Swap-Priced Principal Balance Certificates based on the sponsor’s experience in the placement of CMBS with similar characteristics.

Range of Credit Spreads for the Swap-Priced Principal Balance Certificates

Class of Certificates	Low Estimate of Credit Spread	Base Case Credit Spread	High Estimate of Credit Spread
Class A-1	0.37%	0.42%	0.47%
Class A-2	0.83%	0.94%	1.04%
Class A-3	0.83%	0.93%	1.03%
Class A-4	0.85%	0.95%	1.05%
Class A-AB	0.73%	0.83%	0.93%
Class A-S	1.10%	1.20%	1.35%
Class B	1.25%	1.40%	1.60%
Class C	1.60%	1.80%	2.05%
Class D	2.25%	2.75%	3.25%
Class E	3.00%	3.50%	4.00%

Discount Yield Determination. The discount yield (the “Discount Yield”) for each class of Swap-Priced Principal Balance Certificates is the sum of the Interpolated Yield for such class and the related credit

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spread established at pricing. For an expected range of values for each class of Swap-Priced Principal Balance Certificates, see the table titled “Range of Discount Yields for the Swap-Priced Principal Balance Certificates” below. The sponsors identified the range presented in the table below for each such class of Swap-Priced Principal Balance Certificates as the range from (i) the sum of the lowest estimated Interpolated Yield for that class and the lowest estimated credit spread to (ii) the sum of the highest estimated Interpolated Yield for that class and the highest estimated credit spread.

Range of Discount Yields for the Swap-Priced Principal Balance Certificates

Class of Certificates	Low Estimate of Discount Yield	Base Case Discount Yield	High Estimate of Discount Yield
Class A-1	1.7755%	2.0013%	2.2271%
Class A-2	2.2437%	2.5294%	2.8051%
Class A-3	2.3081%	2.5909%	2.8736%
Class A-4	2.3322%	2.6151%	2.8980%
Class A-AB	2.1501%	2.4269%	2.7037%
Class A-S	2.5831%	2.8661%	3.1990%
Class B	2.7331%	3.0661%	3.4490%
Class C	3.0831%	3.4661%	3.8990%
Class D	3.7331%	4.4161%	5.0990%
Class E	4.4831%	5.1661%	5.8490%

Determination of Class Sizes. The depositor and the sponsors were provided credit support levels for each class of certificates by each Rating Agency. Based on the individual credit support levels (expressed as a percentage) provided by the Rating Agencies, the depositor and the sponsors determined the highest required credit support level of the Rating Agencies selected to rate a particular class of certificates (the “Constraining Level”). In certain circumstances, the depositor, the sponsors, or their affiliates may elect not to engage a rating agency for particular classes of certificates, based in part on the credit support levels provided by such rating agency. See “Risk Factors—Other Risks Relating to the Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded”. The Certificate Balance for the classes of certificates with the highest credit rating was determined by multiplying the Initial Pool Balance by a percentage equal to 1.0 minus that Class’ Constraining Level. For each other subordinate class of Principal Balance Certificates, that class’ Certificate Balance was determined by multiplying the Initial Pool Balance by a percentage equal to the difference of the Constraining Level for the immediately senior class of Principal Balance Certificates minus such subordinate class’ Constraining Level.

Target Price Determination. The sponsors determined a target price (the “Target Price”) for each class of Swap-Priced Principal Balance Certificates on the basis of the price (expressed as a percentage of the Certificate Balance of that class) that similar CMBS with similar credit ratings, cash flow profiles and prepayment risk have priced at in recent securitization transactions. The Target Price that was utilized for each class of Swap-Priced Principal Balance Certificates is set forth in the table below. The Target Prices utilized by the sponsors have not changed materially during the prior year.

Class of Certificates	Target Price(1)
Class A-1	100.00%
Class A-2	103.00%
Class A-3	101.00%
Class A-4	103.00%
Class A-AB	103.00%
Class A-S	103.00%
Class B	103.00%
Class C	103.00%
Class D	103.00%
Class E	103.00%

(1) The Target Price may not be realized in all scenarios.

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Determination of Assumed Certificate Coupon. Based on the Target Price, the Discount Yield and the Scheduled Certificate Principal Payments for each class of Swap-Priced Principal Balance Certificates, the sponsors determined the assumed certificate coupon (the “Assumed Certificate Coupon”) by calculating what coupon would be required to be used based on the Scheduled Certificate Principal Payments for such class of certificates in order to achieve the related Target Price for that class of certificates when utilizing the related Discount Yield in determining that Target Price. The Assumed Certificate Coupon for each class of certificates and Range of Assumed Certificate Coupons generated as a result of the range of possible Discount Yields is set forth in the table below.

Range of Assumed Certificate Coupons for the Swap-Priced Principal Balance Certificates

Class of Certificates	Low Estimate of Assumed Initial Certificate Coupon	Base Case Assumed Initial Certificate Coupon	High Estimate of Assumed Initial Certificate Coupon
Class A-1	1.7852%	2.0114%	2.2373%
Class A-2	2.7119%	3.0006%	3.2788%
Class A-3	2.4193%	2.7016%	2.9836%
Class A-4	2.6684%	2.9539%	3.2391%
Class A-AB	2.5979%	2.8778%	3.1573%
Class A-S	2.9205%	3.2058%	3.5411%
Class B	3.0718%	3.4073%	3.7831%
Class C	3.4245%	3.7831%	3.8063%
Class D	2.8000%	2.8000%	2.8000%
Class E	2.8000%	2.8000%	2.8000%

Determination of Swap-Priced Expected Price. Based on interest payments using the Assumed Certificate Coupons for the Swap-Priced Principal Balance Certificates, the Discount Yield and the Scheduled Certificate Principal Payments for each class of Swap-Priced Principal Balance Certificates, the sponsors determined the price (the “Swap-Priced Expected Price”) expressed as a percent of the Certificate Balance of that class by determining the net present value of the Scheduled Certificate Principal Payments and interest payments accruing at the related Assumed Certificate Coupon discounted at the related Discount Yield; however, for purposes of such calculation no Assumed Certificate Coupon exceeded the related WAC Rate. The sponsors determined the Swap-Priced Expected Price for each class of Swap-Priced Principal Balance Certificates based on the low estimate and high estimate of Assumed Certificate Coupons and Discount Yield. The lower the yield based on the Assumed Certificate Coupon, the higher the corresponding Swap-Priced Expected Price for a class of certificates will be, therefore, the low range of fair market values of the Swap-Priced Principal Balance Certificates will correspond to the high range of the estimate of potential Assumed Certificate Coupons and correspondingly, the high range of fair market values of the Swap-Priced Principal Balance Certificates will correspond to the low range of the estimate of potential Assumed Certificate Coupons.

Interest-Only Certificates

Based on the Modeling Assumptions and assuming a 100% CPY prepayment rate, the sponsors calculated what the expected scheduled interest payments on each class of Interest-Only Certificates would be over the course of the transaction (for each class of Interest-Only Certificates, the “Scheduled Certificate Interest Payments”) based on what the Notional Amount of the related class of Interest-Only Certificates would be during each Collection Period as a result of the application of the expected principal payments during such Collection Period under the terms of the Mortgage Loan documents assuming a 100% CPY prepayment rate and the classes of certificates that would be entitled to those principal payments based on the payment priorities described in “Description of the Certificates—Distributions”. On the basis of the periodic reduction in the Notional Amount of each class of Interest-Only Certificates, the sponsors calculated the weighted average life for each such class of Interest-Only Certificates.

Treasury Yield Curve. The sponsors utilized the assumed treasury yield curve in the table below in determining the range of fair values of the Interest-Only Certificates. The actual treasury yield curve that will be used as a basis for determining the price of the Interest-Only Certificates is not known at this time and differences in the treasury yield curve will ultimately result in higher or lower fair market value

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calculations. For an expected range of values at specified points along the treasury yield curve, see the table below titled “Range of Treasury Yields for the Interest-Only Certificates”. The sponsors identified the range presented in the table below at each maturity on the treasury yield, which represents the sponsor’s estimate of the largest increase or decrease in the treasury yield at that maturity reasonably expected to occur prior to pricing of the certificates, based on 10 business day rolling periods over the past 6 months.

Range of Treasury Yields for the Interest-Only Certificates

Maturity	Low Estimate of Treasury Yield	Base Case Treasury Yield	High Estimate of Treasury Yield
7Y	1.485%	1.656%	1.827%
10Y	1.560%	1.748%	1.936%

Based on the treasury yield curve, the sponsors determined for each class of Interest-Only Certificates the yield reflected on the treasury yield curve (the “Interpolated Yield”) that corresponds to that class’ weighted average life of the class(es) of Principal Balance Certificates that is the component of such class of Interest-Only Certificates by using a straight-line interpolation using treasury yield curves with 7 and 10 year maturities if the weighted average life does not correspond to a specified maturity on the treasury yield curve.

Credit Spread Determination. The sponsors determined the credit spread for each class of Interest-Only Certificates on the basis of market bids obtained for similar CMBS with similar credit ratings, pool composition and asset quality, payment priority and weighted average lives of the related class of Interest-Only Certificates as of the date of this prospectus. The credit spread for a particular class of Interest-Only Certificates at the time of pricing is not known at this time and differences in the then current credit spread demanded by investors for similar CMBS will ultimately result in higher or lower fair market values. The sponsors identified the range presented in the table below from the base case credit spread percentage, which represents the sponsor’s estimate of the largest increase or decrease in the credit spread for newly issued CMBS reasonably expected to occur prior to pricing of the certificates based on the sponsor’s experience in the placement of CMBS with similar characteristics.

Range of Credit Spreads for the Interest-Only Certificates

Class of Certificates	Low Estimate of Credit Spread	Base Case Credit Spread	High Estimate of Credit Spread
Class X-A	1.35%	1.45%	1.60%
Class X-B	1.35%	1.45%	1.60%
Class X-D	2.00%	2.15%	2.35%

Discount Yield Determination. The discount yield (the “Discount Yield”) for each class of Interest-Only Certificates is the sum of the Interpolated Yield for such class and the related credit spread. For an expected range of values for each class of Interest-Only Certificates, see the table titled “Range of Discount Yields for the Interest-Only Certificates” below. The sponsors identified the range presented in the table below for each such class of certificates as the range from (i) the sum of the lowest estimated Interpolated Yield for such class and the lowest estimated credit spread to (ii) the sum of the highest estimated Interpolated Yield for such class and the highest estimated credit spread.

Range of Discount Yields for the Interest-Only Certificates

Class of Certificates	Low Estimate of Discount Yield	Base Case Discount Yield	High Estimate of Discount Yield
Class X-A	2.8896%	3.1730%	3.5063%
Class X-B	2.9017%	3.1881%	3.5231%
Class X-D	3.5538%	3.8903%	4.2769%

Determination of Scheduled Certificate Interest Payments. Based on the range of Assumed Certificate Coupons determined for the Principal Balance Certificates, the sponsors determined the range of

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Scheduled Certificate Interest Payments in each scenario for each class of Interest-Only Certificates based on the defined Pass-Through Rate for such class of certificates.

Determination of Interest-Only Expected Price. Based on the Discount Yield and the Scheduled Certificate Interest Payments for each class of Interest-Only Certificates, the sponsors determined the price (the “Interest-Only Expected Price”) expressed as a percent of the Notional Amount of such class by determining the net present value of the Scheduled Certificate Interest Payments discounted at the related Discount Yield. The sponsors determined the Interest-Only Expected Price for each class of Interest-Only Certificates based on the low estimate and high estimate of Assumed Certificate Coupons for the Principal Balance Certificates and the resulting Scheduled Certificate Interest Payments due to the Interest-Only Certificates in each scenario. Lower Assumed Certificate Coupons on the Principal Balance Certificates result in an increase in the Scheduled Certificate Interest Payments to the Interest-Only Certificates and therefore a higher Interest-Only Expected Price, and higher Assumed Certificate Coupons on the Principal Balance Certificates result in a decrease in the Scheduled Certificate Interest Payments to the Interest-Only Certificates and therefore a lower Interest-Only Expected Price.

Yield-Priced Principal Balance Certificates

Retaining Sponsor Assumed Certificate Characteristics. The Yield-Priced Principal Balance Certificates include the Class F-RR, Class G-RR and Class H-RR certificates expected to be acquired by the Retaining Party, and the inputs for the valuation of each such class were derived from the bid that the Retaining Sponsor made to acquire the Class F-RR, Class G-RR and Class H-RR certificates. The range of values were derived from variances in the inputs estimated by the sponsors for newly issued CMBS reasonably expected to occur prior to pricing of the certificates based on the sponsor’s experience in placement of CMBS with similar characteristics. Various factors may have influenced the Retaining Sponsor’s determination of its required Discount Yield and the related Assumed Certificate Coupon, including without limitation, the Retaining Sponsor’s assessment of the assumed default probability on the Mortgage Loans, the expected loss severity following any default, the assumed prepayment rate, and the Retaining Sponsor’s cost of funds and ultimate return on investment that the Retaining Party wishes to achieve. In addition, the Retaining Sponsor’s bid may be influenced by its desire to capture market-share or other strategic business considerations. The Discount Yield for each of the Class F-RR, Class G-RR and Class H-RR certificates is approximately 17.0970%.

Determination of Class Size. The sponsors determined the Certificate Balance of the Class F-RR, Class G-RR and Class H-RR certificates in the same manner described in “—Swap-Priced Principal Balance Certificates—Determination of Class Sizes” above.

Weighted Average Life. On the basis of the Scheduled Certificate Principal Payments, the sponsors calculated the weighted average life for the Class F-RR, Class G-RR and Class H-RR certificates.

Determination of Yield-Priced Expected Price. Based on the interest payments using the Assumed Certificate Coupon assumed to be equal to the related WAC Rate for each class of the Yield-Priced Principal Balance Certificates, the Discount Yield and the Scheduled Certificate Principal Payments for the Class F-RR, Class G-RR and Class H-RR certificates, the sponsors determined the price (the “Yield-Priced Expected Price” and, together with the Swap-Priced Expected Price and the Interest-Only Expected Price, the “Expected Prices” or each an “Expected Price”) expressed as a percent of the Certificate Balance of that class by determining the net present value of the Scheduled Certificate Principal Payments and interest payments accruing at the related Assumed Certificate Coupon discounted at the related Discount Yield. The sponsors determined the Yield-Priced Expected Price for the Class F-RR, Class G-RR and Class H-RR certificates based on the low estimate and high estimate of Discount Yields. The lower the Discount Yield, the higher the corresponding Yield-Priced Expected Price for a class of certificates will be, therefore, the low range of fair market values of the Class F-RR, Class G-RR and Class H-RR certificates will correspond to the high range of the estimate of potential Discount Yields and correspondingly, the high range of fair market values of the Class F-RR, Class G-RR and Class H-RR certificates will correspond to the low range of the estimate of potential Discount Yields.

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Calculation of Fair Value

Based on the Expected Prices, the sponsors determined the range of fair values set forth in the table below for each class of certificates (excluding accrued interest). For the “Base Case Fair Value”, the sponsors determined the fair value of the related class of certificates by multiplying the relevant Expected Price by the Certificate Balance or Notional Amount, as applicable, of such class of certificates. For the “High Estimate of Fair Value (Based on Low Estimate of Discount Yield)”, the sponsors determined the fair value for the related class of certificates by multiplying the relevant Expected Price by the high estimate Certificate Balance or Notional Amount, as applicable, of such class of certificates. For the “Low Estimate of Fair Value (Based on High Estimate of Discount Yield)”, the sponsors determined the fair value of the related class of certificates by multiplying the relevant Expected Price by the low estimate Certificate Balance or Notional Amount, as applicable, of such class of certificates (or, in the case of the Class A-3 and Class A-4 Certificates, by the estimated Certificate Balance of the Class A-3 and Class A-4 certificates).

Range of Fair Value

Class of Certificates	Low Estimate of Fair Value (Based on High Estimate of Discount Yield)	Base Case Fair Value	High Estimate of Fair Value (Based on Low Estimate of Discount Yield)
Class A-1	$14,907,985	$14,908,015	$14,908,000
Class A-2	$27,744,948	$27,745,056	$27,744,948
Class A-3(1)	$243,209,498	$243,209,739	$243,209,739
Class A-4(1)	$310,833,046	$310,833,649	$310,833,649
Class A-AB	$21,158,178	$21,158,239	$21,158,137
Class X-A(1)	$36,349,440	$52,440,119	$68,572,247
Class X-B	$247,898	$1,729,301	$3,986,765
Class A-S	$76,775,604	$76,776,051	$76,775,976
Class B	$41,137,714	$41,170,010	$41,170,050
Class C	$36,667,082	$37,749,294	$37,831,790
Class D	$20,481,158	$21,682,436	$22,966,107
Class X-D	$3,733,461	$3,799,368	$3,858,143
Class E	$15,064,955	$15,939,319	$16,873,321
Class F-RR	$8,271,663	$8,271,663	$8,271,663
Class G-RR	$3,293,898	$3,293,898	$3,293,898
Class H-RR	$12,764,698	$12,764,698	$12,764,698

(1) The range of estimated fair values set forth in the table above with respect to the Class A-3 certificates, the Class A-4 certificates and the Class X-A certificates is based on the Class A-3 certificates having an initial Certificate Balance of $240,796,000 and the Class A-4 certificates having an initial Certificate Balance of $301,782,000. However, the exact initial Certificate Balances of the Class A-3 and Class A-4 certificates are unknown and will be determined based on the final pricing of those classes of certificates. The initial Certificate Balance of the Class A-3 certificates is expected to be within a range of $102,466,000 and $240,796,000, and the initial Certificate Balance of the Class A-4 certificates is expected to be within a range of $301,782,000 and $440,112,000. The aggregate initial Certificate Balance of the Class A-3 and Class A-4 certificates is expected to be approximately $542,578,000, subject to a variance of plus or minus 5%. Alternatively, assuming that the Class A-3 certificates have an initial Certificate Balance of $102,466,000, and the Class A-4 certificates have an initial Certificate Balance of $440,112,000, the estimated fair values for the Class A-3 certificates, the Class A-4 certificates and the Class X-A certificates will instead be as set forth in the following table:

Class of Certificates	Low Estimate of Fair Value (Based on High Estimate of Discount Yield)	Base Case Fair Value	High Estimate of Fair Value (Based on Low Estimate of Discount Yield)
Class A-3	$103,490,353	$103,490,455	$103,490,455
Class A-4	$453,313,159	$453,305,678	$453,311,839
Class X-A	$33,536,290	$49,627,648	$65,751,622

The estimated range of fair value for all the certificates is approximately $872,589,044 to $914,219,132, excluding accrued interest.

Material Terms

For a description of the material terms of the classes of certificates that comprise the HRR Certificates, see “Description of the Certificates” and “Pooling and Servicing Agreement” in this prospectus. You are strongly urged to review this prospectus in its entirety.

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Hedging, Transfer and Financing Restrictions

The Retaining Party will agree to certain hedging, transfer and financing restrictions that are applicable to a “retaining sponsor” (as defined in the Credit Risk Retention Rules).

These restrictions will include an agreement by the Retaining Party not to transfer (i) the VRR Interest except to an MOA of the Retaining Sponsor and (ii) the HRR Certificates, except to an MOA (in accordance with the Credit Risk Retention Rules) or, on and after the date that is 5 years following the Closing Date or such earlier or later date that such transfer is first permitted under the Credit Risk Retention Rules then in effect, to a subsequent third-party purchaser.

In addition, the Retaining Party and its affiliates will not be permitted to enter into any hedging, financing, pledging, hypothecation or any other similar transaction or activity with respect to the HRR Certificates or the VRR Interest unless such transaction complies with the Credit Risk Retention Rules (as then in effect).

Unless stated otherwise, the restrictions described under this heading “—Hedging, Transfer and Financing Restrictions” will expire on the earliest of (i) the date that is the latest of (a) the date on which the total unpaid principal balance of the Mortgage Loans has been reduced to 33% of the total unpaid principal balance of the Mortgage Loans as of the Cut-off Date; (b) the date on which the total outstanding Certificate Balance of the certificates has been reduced to 33% of the total outstanding Certificate Balance of the certificates as of the Closing Date; or (c) two years after the Closing Date, (ii) the date on which all of the Mortgage Loans have been defeased in accordance with the risk retention requirements set forth in §244.7(b)(8)(i) of the Credit Risk Retention Rules, or (iii) the date on which the Credit Risk Retention Rules applicable to the Retaining Party are withdrawn or repealed in their entirety (collectively, the “HRR Transfer Restriction End Date”).

In the event that any restriction or limitation under the Credit Risk Retention Rules applicable to the Retaining Party (including those restrictions and limitations described in this prospectus) is withdrawn, repealed or modified to be less restrictive, the parties to the underlying risk retention agreement have agreed to modify any corresponding terms of such agreement to reflect any such withdrawal, repeal or modification.

Operating Advisor

The operating advisor for this securitization transaction will be Park Bridge Lender Services LLC, a New York limited liability company and an indirect, wholly owned subsidiary of Park Bridge Financial LLC. The operating advisor will be required to be an Eligible Operating Advisor. For information regarding the operating advisor and a description of how the operating advisor satisfies the requirements of an Eligible Operating Advisor, see “Transaction Parties—The Operating Advisor and Asset Representations Reviewer”. For a description of the material terms of the PSA with respect to the operating advisor and the operating advisor’s compensation, see “Pooling and Servicing Agreement—The Operating Advisor” and “—Servicing and Other Compensation and Payment of Expenses—Operating Advisor Compensation”. For a description of any material conflicts of interest or material potential conflicts of interest between the Operating Advisor and another party to this securitization transaction, see “Risk Factors—Risks Related to Conflicts of Interest—Potential Conflicts of Interest of the Operating Advisor”.

Representations and Warranties

Each of GSMC, SMC and Argentic will make the representations and warranties identified on Annex D-1 and Annex E-1, respectively, to this prospectus with respect to the Mortgage Loans, subject to certain exceptions to such representations and warranties set forth on Annex D-2, Annex D-3 and Annex E-2, respectively, to this prospectus.

At the time of its decision to include the GSMC Mortgage Loans in this transaction, GSMC determined either that the risks associated with the matters giving rise to each exception set forth on Annex D-2 to this prospectus were not material or were mitigated by one or more compensating factors, including without limitation, reserves, title insurance or other relevant insurance, opinions of legal counsel, letters of credit, a

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full or partial recourse guaranty from the mortgage loan sponsor, a full or partial cash sweep, positive credit metrics (such as a low loan-to-value ratio, high debt service coverage ratio or debt yield, or any combination of such factors), or by other circumstances, such as strong sponsorship, a desirable property type, strong tenancy at the related Mortgaged Property, the likelihood that the related mortgage loan borrower or a third party may (and/or is required to under the related loan documents) resolve the matter soon, any requirements to obtain rating agency confirmation prior to taking an action related to such exception, a determination by GSMC that the acceptance of the related fact or circumstance by the related originator was prudent and consistent with market standards after consultation with appropriate industry experts or a determination by GSMC that the circumstances that gave rise to such exception should not have a material adverse effect on the use, operation or value of the related Mortgaged Property or on any related lender’s security interest in such Mortgaged Property. However, we cannot assure you that the compensating factors or other circumstances upon which GSMC based its decisions will in fact sufficiently mitigate those risks. In particular, we note that an evaluation of the risks presented by such exceptions, including whether any mitigating factors or circumstances are sufficient, may necessarily involve an assessment as to the likelihood of future events as to which no assurance can be given. Additional information regarding the applicable GSMC Mortgage Loans, including the risks related thereto, is described under “Risk Factors” and “Description of the Mortgage Pool”.

At the time of its decision to include the Argentic Mortgage Loans in this transaction, Argentic determined either that the risks associated with the matters giving rise to each exception set forth on Annex E-2 to this prospectus were not material or were mitigated by one or more compensating factors, including without limitation, reserves, title insurance or other relevant insurance, opinions of legal counsel, letters of credit, a full or partial recourse guaranty from the mortgage loan sponsor, a full or partial cash sweep, positive credit metrics (such as a low loan-to-value ratio, high debt service coverage ratio or debt yield, or any combination of such factors), or by other circumstances, such as strong sponsorship, a desirable property type, strong tenancy at the related Mortgaged Property, the likelihood that the related mortgage loan borrower or a third party may (and/or is required to under the related loan documents) resolve the matter soon, any requirements to obtain rating agency confirmation prior to taking an action related to such exception, a determination by Argentic that the acceptance of the related fact or circumstance by the related originator was prudent and consistent with market standards after consultation with appropriate industry experts or a determination by Argentic that the circumstances that gave rise to such exception should not have a material adverse effect on the use, operation or value of the related Mortgaged Property or on any related lender’s security interest in such Mortgaged Property. However, we cannot assure you that the compensating factors or other circumstances upon which Argentic based its decisions will in fact sufficiently mitigate those risks. In particular, we note that an evaluation of the risks presented by such exceptions, including whether any mitigating factors or circumstances are sufficient, may necessarily involve an assessment as to the likelihood of future events as to which no assurance can be given. Additional information regarding the applicable Argentic Mortgage Loans, including the risks related thereto, is described under “Risk Factors” and “Description of the Mortgage Pool”.

At the time of its decision to include the SMC Mortgage Loans in this transaction, SMC determined either that the risks associated with the matters giving rise to each exception set forth on Annex D-3 to this prospectus were not material or were mitigated by one or more compensating factors, including without limitation, reserves, title insurance or other relevant insurance, opinions of legal counsel, letters of credit, a full or partial recourse guaranty from the mortgage loan sponsor, a full or partial cash sweep, positive credit metrics (such as a low loan-to-value ratio, high debt service coverage ratio or debt yield, or any combination of such factors), or by other circumstances, such as strong sponsorship, a desirable property type, strong tenancy at the related Mortgaged Property, the likelihood that the related mortgage loan borrower or a third party may (and/or is required to under the related loan documents) resolve the matter soon, any requirements to obtain rating agency confirmation prior to taking an action related to such exception, a determination by SMC that the acceptance of the related fact or circumstance by the related originator was prudent and consistent with market standards after consultation with appropriate industry experts or a determination by SMC that the circumstances that gave rise to such exception should not have a material adverse effect on the use, operation or value of the related Mortgaged Property or on any related lender’s security interest in such Mortgaged Property. However, we cannot assure you that the compensating factors or other circumstances upon which SMC based its decisions will in fact sufficiently mitigate those

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risks. In particular, we note that an evaluation of the risks presented by such exceptions, including whether any mitigating factors or circumstances are sufficient, may necessarily involve an assessment as to the likelihood of future events as to which no assurance can be given. Additional information regarding the applicable SMC Mortgage Loans, including the risks related thereto, is described under “Risk Factors” and “Description of the Mortgage Pool”.

Description of the Certificates

General

The Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1 will be issued pursuant to a pooling and servicing agreement, among the depositor, the master servicer, the special servicer, the trustee, the certificate administrator, the operating advisor and the asset representations reviewer (the “PSA”) and will consist of the following classes to be designated as set forth in the table below:

One or more of such classes will also be collectively referred to as follows:

Designation	Classes
“Offered Certificates”	The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B and Class C certificates
“Senior Certificates”	The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A and Class X-B certificates
“Subordinate Certificates”	The Class A-S, Class B, Class C, Class D, Class X-D, Class E, Class F-RR, Class G-RR and Class H-RR certificates
“Principal Balance Certificates”	The Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR and Class H-RR certificates
“Class X Certificates”	The Class X-A, Class X-B and Class X-D certificates
“HRR Certificates”	The Class F-RR, Class G-RR and Class H-RR certificates (excluding the portion of each such class comprising the VRR Interest)
“Regular Certificates”	The Senior Certificates and the Subordinate Certificates
“Residual Certificates”	The Class R certificates

The certificates will represent in the aggregate the entire ownership interest in the issuing entity. The assets of the issuing entity will consist of: (1) the Mortgage Loans and all payments under and proceeds of the Mortgage Loans received after the Cut-off Date (exclusive of payments of principal and/or interest due on or before the Cut-off Date and interest relating to periods prior to, but due after, the Cut-off Date); (2) any REO Property but, with respect to any Whole Loan, only to the extent of the issuing entity’s interest in such Whole Loan; (3) those funds or assets as from time to time are deposited in the accounts discussed in “Pooling and Servicing Agreement—Accounts” (such accounts collectively, the “Securitization Accounts”) (but, with respect to any Whole Loan, only to the extent of the issuing entity’s interest in such Whole Loan), if established; (4) the rights of the mortgagee under all insurance policies with respect to any Whole Loan, only to the extent of the issuing entity’s interest in such Whole Loan; (5) certain rights of the depositor under each MLPA relating to Mortgage Loan document delivery requirements and the representations and warranties of each mortgage loan seller regarding the Mortgage Loans it sold to the depositor; and (6) the “regular interests” in the Lower-Tier REMIC.

As further described in this prospectus, the primary source for payments of principal and interest on the certificates will be amounts received by the issuing entity in respect of the Mortgage Loans.

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Upon initial issuance, the Principal Balance Certificates will have the respective Certificate Balances, and the Class X Certificates will have the respective Notional Amounts, shown below (in each case, subject to a variance of plus or minus 5%):

Class	Initial Certificate Balance or Notional Amount(1)
Class A-1	$14,908,000
Class A-2	$26,937,000
Class A-3(2)	$102,466,000 - $240,796,000
Class A-4(2)	$301,782,000 - $440,112,000
Class A-AB(3)	$20,542,000
Class X-A(4)	$679,505,000
Class X-B(4)	$76,701,000
Class A-S	$74,540,000
Class B	$39,971,000
Class C	$36,730,000
Class D	$24,847,000
Class X-D(4)	$44,292,000
Class E(5)	$19,445,000
Class F-RR(5)	$21,606,000
Class G-RR(5)	$8,642,000
Class H-RR(5)	$33,489,960

(1) Approximate, subject to a permitted variance of plus or minus 5%, including in connection with any variation in the Certificate Balances and Notional Amounts of the classes comprising the VRR Interest following the calculation of the actual fair value of the certificates (other than the Class R certificates) issued by the issuing entity.

(2) The exact initial Certificate Balances of the Class A-3 and Class A-4 Certificates are unknown and will be determined based on the final pricing of those classes of certificates. However, the respective initial Certificate Balances of the Class A-3 and Class A-4 Certificates are expected to be within the applicable ranges reflected in the chart above. The initial aggregate Certificate Balance of the Class A-3 and Class A-4 certificates is expected to be approximately $542,578,000, subject to a variance of plus or minus 5%.

(3) The Class A-AB Certificates have a certain priority with respect to reducing the Certificate Balance of those Certificates to their scheduled principal balance, as described in this prospectus.

(4) The Notional Amount of each class of the Class X Certificates is subject to change depending upon the final pricing of the Principal Balance Certificates, as follows: (1) if as a result of such pricing the Pass-Through Rate of any class of Principal Balance Certificates whose Certificate Balance comprises such Notional Amount is equal to the weighted average of the Net Mortgage Rates on the Mortgage Loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), the certificate balance of such class of Principal Balance Certificates may not be part of, and reduce accordingly, such Notional Amount of the related Class X certificates (or, if as a result of such pricing the Pass-Through Rate of the related Class X Certificates is equal to zero, such Class X Certificates may not be issued on the Closing Date), and/or (2) if as a result of such pricing the Pass-Through Rate of any class of Principal Balance Certificates that does not comprise such notional amount of the related Class X Certificates is less than the weighted average of the Net Mortgage Rates on the Mortgage Loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), such class of Principal Balance Certificates may become a part of, and increase accordingly, such Notional Amount of the related Class X Certificates.

(5) The initial Certificate Balance of each of the Class E, Class F-RR, Class G-RR and Class H-RR certificates is subject to change based on final pricing of all certificates and the final determination of the HRR Certificates that will be retained by the Retaining Party as part of the sponsor’s satisfaction of its U.S. risk retention requirements. For more information regarding the methodology and key inputs and assumptions used to determine the sizing of the HRR Certificates, see “Credit Risk Retention”.

The “Certificate Balance” of any class of Principal Balance Certificates outstanding at any time represents the maximum amount that its holders are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the issuing entity, all as described in this prospectus. On each Distribution Date, the Certificate Balance of each class of Principal Balance Certificates will be reduced by any distributions of principal actually made on, and by any Realized Losses actually allocated to, that class of Principal Balance Certificates on that Distribution Date and increased by the amount of any subsequent recovery of Nonrecoverable Advances that was added to the Certificate Balance of such class for such Distribution Date. In the event that Realized Losses previously allocated to a class of Principal Balance Certificates, in reduction of its Certificate Balance are recovered subsequent to such Certificate Balance being reduced to zero, holders of such class of Principal Balance Certificates may receive distributions in respect of such recoveries in accordance with the distribution priorities described under “—Distributions—Priority of Distributions” below.

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The Residual Certificates will not have a Certificate Balance or entitle their holders to distributions of principal or interest.

The Class X Certificates will not have Certificate Balances, nor will they entitle their holders to distributions of principal, but the Class X Certificates will represent the right to receive distributions of interest in an amount equal to the aggregate interest accrued on their respective notional amounts (each, a “Notional Amount”). The Notional Amounts of the Class X Certificates will be equal to the aggregate certificate balances of the related class(es) of certificates (the “Related Class X Class”) indicated below:

Interest-Only Class of Certificates	Class Notional Amount	Related Class X Classes
Class X-A	$679,505,000	Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class A-S certificates
Class X-B	$76,701,000	Class B and Class C certificates
Class X-D	$44,292,000	Class D and Class E certificates

Distributions

Method, Timing and Amount

Distributions on the certificates are required to be made by the certificate administrator, to the extent of available funds as described in this prospectus, on the 4th business day following each Determination Date (each, a “Distribution Date”). The “Determination Date” will be the 6th day of each calendar month (or, if the 6th calendar day of that month is not a business day, then the next business day) commencing in December 2019.

All distributions to Certificateholders (other than the final distribution on any certificate) are required to be made to the Certificateholders in whose names the certificates are registered at the close of business on each Record Date. With respect to any Distribution Date, the “Record Date” will be the last business day of the month immediately preceding the month in which that Distribution Date occurs. These distributions to Certificateholders are required to be made by wire transfer in immediately available funds to the account specified by the Certificateholder at a bank or other entity having appropriate facilities to accept such funds, if the Certificateholder has provided the certificate administrator with written wiring instructions no less than five business days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions) or otherwise by check mailed to the Certificateholder. The final distribution on any certificate is required to be made in like manner, but only upon presentation and surrender of the certificate at the location that will be specified in a notice of the pendency of the final distribution. All distributions made with respect to a class of certificates will be allocated pro rata among the outstanding certificates of that class based on their respective Percentage Interests.

The “Percentage Interest” evidenced by any certificate (other than a Class R certificate) will equal its initial denomination as of the Closing Date divided by the initial Certificate Balance or Notional Amount, as applicable, of the related class.

The master servicer is authorized but not required to direct the investment of funds held in the Collection Account in U.S. government securities and other obligations that satisfy criteria established by the Rating Agencies (“Permitted Investments”). The master servicer will be entitled to retain any interest or other income earned on such funds and the master servicer will be required to bear any losses resulting from the investment of such funds, as provided in the PSA. The certificate administrator is authorized but not required to direct the investment of funds held in the Lower-Tier REMIC Distribution Account and the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account in Permitted Investments. The certificate administrator will be entitled to retain any interest or other income earned on such funds and the certificate administrator will be required to bear any losses resulting from the investment of such funds, as provided in the PSA.

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Available Funds

The aggregate amount available for distribution to holders of the certificates on each Distribution Date (the “Available Funds”) will, in general, equal the sum of the following amounts (without duplication):

(a)     the aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received by the issuing entity pursuant to the related Non-Serviced PSA) and any REO Property that is on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the holder of any related Companion Loan), as of the Master Servicer Remittance Date, exclusive of (without duplication):

● all Periodic Payments that are due on a Due Date after the end of the related Collection Period, excluding interest relating to periods prior to, but due after, the Cut-off Date;

● all unscheduled payments of principal (including prepayments), unscheduled interest, liquidation proceeds, net insurance proceeds and net condemnation proceeds and other unscheduled recoveries received subsequent to the related Determination Date (or, with respect to voluntary prepayments of principal of each Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable to the Mortgage Loans;

● all amounts in the Collection Account that are due or reimbursable to any person other than the Certificateholders;

● with respect to each Mortgage Loan that is an Actual/360 Loan and any Distribution Date occurring in each February and in any January occurring in a year that is not a leap year (unless such Distribution Date is the final Distribution Date), the Withheld Amounts related to the Mortgage Loans to the extent those funds are on deposit in the Collection Account;

● all yield maintenance charges and prepayment premiums;

● all amounts deposited in the Collection Account in error; and

● any late payment charges or accrued interest on a Mortgage Loan allocable to the default interest rate for such Mortgage Loan, to the extent permitted by law, excluding any interest calculated at the Mortgage Rate for the related Mortgage Loan;

(b)     if and to the extent not already included in clause (a), the aggregate amount transferred from the applicable REO Account allocable to the Mortgage Loans to the Collection Account for such Distribution Date;

(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 on the Mortgage Loans made by the master servicer or the trustee, as applicable, with respect to the Distribution Date (net of certain amounts that are due or reimbursable to persons other than the Certificateholders); and

(d)     with respect to each Mortgage Loan that is an Actual/360 Loan and any Distribution Date occurring in each March (or February, if such Distribution Date is the final Distribution Date), the Withheld Amounts related to the Mortgage Loans as required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to the PSA.

The “Gain-on-Sale Remittance Amount” for each Distribution Date, is the lesser of (i) the amount on deposit in the Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the amount distributable from the Gain-on-Sale Reserve Account.

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The “Collection Period” for each Distribution Date and any Mortgage Loan or Whole Loan will be the period commencing on the day immediately following the Due Date for such Mortgage Loan or Whole Loan in the month preceding the month in which that Distribution Date occurs or the date that would have been the Due Date if such Mortgage Loan or Whole Loan had a Due Date in such preceding month and ending on and including the Due Date for such Mortgage Loan or Whole 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 received with respect to Mortgage Loans or Whole Loans relating to such Collection Period on the business day immediately following such day will be deemed to have been received during such Collection Period and not during any other Collection Period.

“Due Date” means, with respect to each Mortgage Loan or Whole Loan, the date on which scheduled payments of principal, interest or both are required to be made by the related borrower.

“Periodic Payment” means, with respect to any Mortgage Loan or the related Companion Loan, the scheduled monthly payment of principal and/or interest on such Mortgage Loan or Companion Loan, including any balloon payment, which is payable by a borrower from time to time under the related Mortgage Note and applicable law, without regard to any acceleration of principal of such Mortgage Loan or Companion Loan by reason of a default.

Priority of Distributions

On each Distribution Date, for so long as the Certificate Balances or Notional Amounts of the certificates have not been reduced to zero, the certificate administrator is required to apply amounts on deposit in the Distribution Account, to the extent of the Available Funds, in the following order of priority:

First, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A and Class X-B certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts for those classes;

Second, to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, in reduction of the Certificate Balances of those classes, in the following priority:

(i)       prior to the Cross-Over Date,

(a)        to the Class A-AB certificates, in an amount equal of the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the Class A-AB certificates is reduced to the scheduled principal balance set forth on Annex F to this prospectus with respect to the Class A-AB certificates (the “Class A-AB Scheduled Principal Balance”) for such Distribution Date;

(b)        to the Class A-1 certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after the distributions specified in clause (a) above) for such Distribution Date, until the Certificate Balance of the Class A-1 certificates is reduced to zero;

(c)        to the Class A-2 certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after the distributions specified in clauses (a) and (b) above) for such Distribution Date, until the Certificate Balance of the Class A-2 certificates is reduced to zero;

(d)        to the Class A-3 certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after the distributions specified in clauses (a), (b) and (c) above) for such Distribution Date, until the Certificate Balance of the Class A-3 certificates is reduced to zero;

(e)        to the Class A-4 certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after the distributions specified in clauses (a), (b), (c) and (d) above) for such Distribution Date, until the Certificate Balance of the Class A-4 certificates is reduced to zero; and

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(f)         to the Class A-AB certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after the distributions specified in clauses (a), (b), (c), (d) and (e) above) for such Distribution Date, until the Certificate Balance of the Class A-AB certificates, without regard to the Class A-AB Scheduled Principal Balance, is reduced to zero.

(ii)       on or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, pro rata (based upon their respective Certificate Balance), in an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates are reduced to zero;

Third, to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, first (i) up to an amount equal to, and pro rata based upon, the aggregate unreimbursed Realized Losses previously allocated to each such class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class until the date such Realized Loss is reimbursed;

Fourth, to the Class A-S certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Fifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates have been reduced to zero, to the Class A-S certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such class is reduced to zero;

Sixth, to the Class A-S certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class until the date such Realized Loss is reimbursed;

Seventh, to the Class B certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Eighth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class A-S certificates have been reduced to zero, to the Class B certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such class is reduced to zero;

Ninth, to the Class B certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class until the date such Realized Loss is reimbursed;

Tenth, to the Class C certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Eleventh, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S and Class B certificates have been reduced to zero, to the Class C Certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such class is reduced to zero;

Twelfth, to the Class C certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class, then (ii) up to an amount equal to all accrued and

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unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class until the date such Realized Loss is reimbursed;

Thirteenth, to the Class D and Class X-D certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts of those classes;

Fourteenth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B and Class C certificates have been reduced to zero, to the Class D certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such class is reduced to zero;

Fifteenth, to the Class D certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class until the date such Realized Loss is reimbursed;

Sixteenth, to the Class E certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount of such class;

Seventeenth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D certificates have been reduced to zero, to the Class E certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such class is reduced to zero;

Eighteenth, to the Class E certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class until the date such Realized Loss is reimbursed;

Nineteenth, to the Class F-RR certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount of such class;

Twentieth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E certificates have been reduced to zero, to the Class F-RR certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such class is reduced to zero;

Twenty-first, to the Class F-RR certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class until the date such Realized Loss is reimbursed;

Twenty-second, to the Class G-RR certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount of such class;

Twenty-third, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D, Class E and Class F-RR certificates have been reduced to zero, to the Class G-RR certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such

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Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such class is reduced to zero;

Twenty-fourth, to the Class G-RR certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class until the date such Realized Loss is reimbursed;

Twenty-fifth, to the Class H-RR certificates, in respect of interest, up to an amount equal to, the Interest Distribution Amount of such class;

Twenty-sixth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F-RR and Class G-RR certificates have been reduced to zero, to the Class H-RR certificates, in reduction of their Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such class is reduced to zero;

Twenty-seventh, to the Class H-RR certificates, first (i) up to an amount equal to the aggregate of unreimbursed Realized Losses previously allocated to such class, then (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate for such class compounded monthly from the date the related Realized Loss was allocated to such class until the date such Realized Loss is reimbursed; and

Twenty-eighth, to the Class R certificates, any remaining amounts.

The “Cross-Over Date” means the Distribution Date on which the Certificate Balances of all the Subordinate Certificates are (or are expected to be) reduced to zero as a result of the allocation of Realized Losses to those certificates.

Reimbursement of previously allocated Realized Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the class of certificates in respect of which a reimbursement is made.

Pass-Through Rates

The interest rate (the “Pass-Through Rate”) applicable to each class of Principal Balance Certificates for any Distribution Date will equal the rates set forth below:

The Pass-Through Rate on the Class A-1 certificates is a per annum rate equal to [__]%.

The Pass-Through Rate on the Class A-2 certificates is a per annum rate equal to [__]%.

The Pass-Through Rate on the Class A-3 certificates is a per annum rate equal to [__]%.

The Pass-Through Rate on the Class A-4 certificates is a per annum rate equal to [__]%.

The Pass-Through Rate on the Class A-AB certificates is a per annum rate equal to [__]%.

The Pass-Through Rate on the Class A-S certificates is a per annum rate equal to [__]%.

The Pass-Through Rate on the Class B certificates is a per annum rate equal to [__]%.

The Pass-Through Rate on the Class C certificates is a per annum rate equal to [__]%.

The Pass-Through Rate on the Class D certificates is a per annum rate equal to [__]%.

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The Pass-Through Rate on the Class E certificates is a per annum rate equal to [__]%.

The Pass-Through Rate on the Class F-RR certificates is a per annum rate equal to [__]%.

The Pass-Through Rate on the Class G-RR certificates is a per annum rate equal to [__]%.

The Pass-Through Rate on the Class H-RR certificates is a per annum rate equal to [__]%.

The Pass-Through Rate for each class of Class X Certificates for any Distribution Date will equal the excess, if any, of (a) the WAC Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates on the Related Class X Class (or the Pass-Through Rate on the Related Class X Class, if only one) for such Distribution Date, weighted on the basis of their respective Certificate Balances immediately prior to that Distribution Date.

The “WAC Rate” with respect to any Distribution Date is equal to the weighted average of the applicable Net Mortgage Rates of the Mortgage Loans (including any Non-Serviced Mortgage Loan) and REO Loan (other than the portion of the REO Loan related to any Companion Loan) as of their respective Due Dates in the month preceding the month in which such Distribution Date occurs, weighted on the basis of their respective Stated Principal Balances immediately following the Distribution Date (or, if applicable, the Closing Date) in such preceding month.

The “Net Mortgage Rate” for each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan (other than the portion of the REO Loan related to any Companion Loan) is equal to the related Mortgage Rate then in effect, less the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates and Withheld Amounts, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the master servicer, the special servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related borrower or otherwise. Notwithstanding the foregoing, for Mortgage Loans that accrue interest on an Actual/360 Basis, then, solely for purposes of calculating the Pass-Through Rate on the Regular Certificates, the Net Mortgage Rate of any Mortgage Loan for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect of the Mortgage Loan 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 to be paid in respect of the Mortgage Loan during the one-month period at the related Net Mortgage Rate; provided, however, that with respect to each Actual/360 Loan, the Net Mortgage Rate for the one-month period (1) prior to the Due Dates in January and February in any year which is not a leap year or in February in any year which is a leap year (in either case, unless the related Distribution Date is the final Distribution Date) will be determined exclusive of Withheld Amounts and (2) prior to the Due Date in March (or February, if the related Distribution Date is the final Distribution Date) in any year, will be determined inclusive of Withheld Amounts for the immediately preceding February and January, as applicable. With respect to any REO Loan, the Net Mortgage Rate will be calculated as described above, as if the predecessor Mortgage Loan had remained outstanding.

“Administrative Cost Rate” as of any date of determination will be 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 and the CREFC^® Intellectual Property Royalty License Fee Rate.

“Mortgage Rate” with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan), REO Loan, Companion Loan or Whole Loan, is the annual rate at which interest accrues on such Mortgage Loan, REO Loan, Companion Loan or Whole Loan during such period (in the absence of a default), as stated in the related Mortgage Note, promissory note or componentization notice evidencing such Mortgage Loan (including any Non-Serviced Mortgage Loan), REO Loan, Companion Loan or Whole Loan without giving effect to any default rate.

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Interest Distribution Amount

The “Interest Distribution Amount” with respect to any Distribution Date and each class of Regular Certificates will equal (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.

“Excess Prepayment Interest Shortfall” means, for any Distribution Date, the Excess Prepayment Interest Shortfall for such Distribution Date.

The “Interest Accrual Amount” with respect to any Distribution Date and any class of Regular Certificates is equal to the interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such class on the Certificate Balance or Notional Amount, as applicable, for such class immediately prior to that Distribution Date. Calculations of interest for each Interest Accrual Period will be made on 30/360 Basis.

An “Interest Shortfall” with respect to any Distribution Date for any class of Regular Certificates is 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 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 the Class X Certificates, one-month’s interest on that amount remaining unpaid at the WAC Rate for such Distribution Date.

The “Interest Accrual Period” for each Distribution Date will be the calendar month prior to the month in which that Distribution Date occurs.

Principal Distribution Amount

The “Principal Distribution Amount” for any Distribution Date will be equal to the sum of the following amounts:

(a)     the Principal Shortfall for that Distribution Date,

(b)     the Scheduled Principal Distribution Amount for that Distribution Date, and

(c)     the Unscheduled Principal Distribution Amount 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 property protection 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 Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs.

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The “Scheduled Principal Distribution Amount” for each Distribution Date will equal the aggregate of the principal portions of (a) all Periodic Payments (excluding balloon payments) with respect to the Mortgage Loans due during or, if and to the extent not previously received or advanced and distributed to Certificateholders on a preceding Distribution Date, prior to the related Collection Period and all Assumed Scheduled Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent paid by the related borrower as of the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring, or a grace period ending, after the related Determination Date, the related Due Date or, last day of such grace period, as applicable, to the extent received by the master servicer as of the business day preceding the Master Servicer Remittance Date) or advanced by the master servicer or the trustee, as applicable, and (b) all balloon payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring, or a grace period ending, after the related Determination Date, the related Due Date or, last day of such grace period, as applicable, to the extent received by the master servicer as of the business day preceding the Master Servicer Remittance Date), and to the extent not included in clause (a) above. The Scheduled Principal Distribution Amount from time to time will include all late payments of principal made by a borrower with respect to the Mortgage Loans, including late payments in respect of a delinquent balloon payment, received by the times described above in this definition, except to the extent those late payments are otherwise available to reimburse the master servicer or the trustee, as the case may be, for prior Advances, as described above.

The “Unscheduled Principal Distribution Amount” for each Distribution Date will equal the aggregate of the following: (a) all prepayments of principal received on the Mortgage Loans on or prior to the related Determination Date; and (b) the principal portions of all Liquidation Proceeds, Insurance and Condemnation Proceeds and, if applicable, income, rents, and profits from REO Property or otherwise, received with respect to such Mortgage Loan and any REO Loan on or prior to the related Determination Date, but in each case only to the extent that such principal portion represents a recovery of principal for which no advance was previously made pursuant to “Pooling and Servicing Agreement—Advances” in respect of a preceding Distribution Date; provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds will be reduced by any Special Servicing Fees, Liquidation Fees, accrued interest on Advances and other additional expenses of the issuing entity incurred in connection with the related Mortgage Loan.

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

The “Principal Shortfall” for any Distribution Date means the amount, if any, by which (1) the Principal Distribution Amount for the preceding Distribution Date exceeds (2) the aggregate amount actually distributed on the preceding Distribution Date in respect of such Principal Distribution Amount.

Certain Calculations with Respect to Individual Mortgage Loans

The “Stated Principal Balance” of each Mortgage Loan will initially equal its Cut-off Date Balance (or in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance of such Mortgage Loan after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received) and, on each Distribution Date, will be reduced by the amount of principal payments received on such Mortgage Loan or advanced for such Distribution Date. With respect to any Companion Loan on any date of determination, the Stated Principal Balance will equal the unpaid

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principal balance of such Companion Loan as of such date. With respect to any Whole Loan on any date of determination, the Stated Principal Balance of such Whole Loan will be the sum of the Stated Principal Balance of the related Mortgage Loan and each related Companion Loan on such date. The Stated Principal Balance of a Mortgage Loan or Whole Loan may also be reduced in connection with any modification that reduces the principal amount due on such Mortgage Loan or Whole Loan, as the case may be, or any forced reduction of its actual unpaid principal balance imposed by a court presiding over a bankruptcy proceeding in which the related borrower is the debtor. See “Certain Legal Aspects of Mortgage Loans”. If any Mortgage Loan or Whole Loan is paid in full or the Mortgage Loan or Whole Loan (or any Mortgaged Property acquired in respect of the Mortgage Loan or Whole Loan) is otherwise liquidated, then, as of the first Distribution Date that follows the end of the Collection Period in which that payment in full or liquidation occurred and notwithstanding that a loss may have occurred in connection with any liquidation, the Stated Principal Balance of the Mortgage Loan or Whole Loan will be zero.

For purposes of calculating allocations of, or recoveries in respect of, Realized Losses, as well as for purposes of calculating the Servicing Fee and Certificate Administrator/Trustee Fee payable each month, each REO Property (including any REO Property with respect to any Non-Serviced Mortgage Loan held pursuant to the related Non-Serviced PSA) will be treated as if there exists with respect to such REO Property an outstanding Mortgage Loan and, if applicable, each related Companion Loan (an “REO Loan”), and all references to Mortgage Loan or Companion Loan and pool of Mortgage Loans in this prospectus, when used in that context, will be deemed to also be references to or to also include, as the case may be, any REO Loans. Each REO Loan will generally be deemed to have the same characteristics as its actual predecessor Mortgage Loan (including related Companion Loan), including the same fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid principal balance and Stated Principal Balance. Amounts due on the predecessor Mortgage Loan (including related Companion Loan) including any portion of it payable or reimbursable to the master servicer, the special servicer, the operating advisor, the asset representations reviewer, the certificate administrator or the trustee, as applicable, will continue to be “due” in respect of the REO Loan; and amounts received in respect of the related REO Property, net of payments to be made, or reimbursement to the master servicer or the special servicer for payments previously advanced, in connection with the operation and management of that property, generally will be applied by the master servicer as if received on the predecessor Mortgage Loan or related Companion Loan.

With respect to each Serviced Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to any related Companion Loan will be available for amounts due to the Certificateholders or to reimburse the issuing entity, other than in the limited circumstances related to Property Protection Advances, indemnification, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan in accordance with the PSA.

With respect to an AB Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to a Subordinate Companion Loan will be available for amounts due to the holders of the certificates, other than indirectly in the limited circumstances related to reimbursement of Property Protection Advances, indemnification, Special Servicing Fees and other reimbursable expenses related to an AB Whole Loan incurred with respect to an AB Whole Loan in accordance with the PSA.

Application Priority of Mortgage Loan Collections or Whole Loan Collections

Absent express provisions in the related Mortgage Loan documents (and, with respect to each Serviced Whole Loan, the related Co-Lender Agreement), all amounts collected by or on behalf of the issuing entity in respect of any Mortgage Loan in the form of payments from the related borrower, Liquidation Proceeds, condemnation proceeds or insurance proceeds (excluding, if applicable, in the case of each Serviced Whole Loan, any amounts payable to the holder of any related Companion Loan(s) pursuant to the related Co-Lender Agreement) will be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan, pursuant to the PSA, in the following order of priority:

First, as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and unpaid interest at the

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Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the issuing entity with respect to the related Mortgage Loan;

Second, as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Principal Distribution Amount);

Third, to the extent not previously allocated pursuant to clause First, as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of default interest) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate in effect from time to time through and including the end of the applicable Mortgage Loan interest accrual period in which such collections are received by or on behalf of the issuing entity, over (ii) the sum of (a) (x) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to clause Fifth below on earlier dates) or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts, and (b) Accrued AB Loan Interest;

Fourth, to the extent not previously allocated pursuant to clause First, as a recovery of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);

Fifth, as a recovery of (i) accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made as a result of a determination by the master servicer that such P&I Advance would have been a Nonrecoverable Advance and (ii) Accrued AB Loan Interest (in each of clause (i) and (ii), to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause Fifth on earlier dates);

Sixth, as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items relating to such Mortgage Loan;

Seventh, as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;

Eighth, as a recovery of any yield maintenance charge or prepayment premium then due and owing under such Mortgage Loan;

Ninth, as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;

Tenth, as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;

Eleventh, as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees); and

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Twelfth, as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;

provided that, to the extent required under the REMIC provisions of the Code, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation) at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Whole Loan exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going concern value, if any) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the manner permitted by such REMIC provisions.

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

Collections by or on behalf of the issuing entity in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced Whole Loan, exclusive of any amounts payable to the holder of any related Companion Loan(s), as applicable, pursuant to the related Co-Lender Agreement) will be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan, pursuant to the PSA, in the following order of priority:

First, as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the issuing entity with respect to the related Mortgage Loan;

Second, as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Principal Distribution Amount);

Third, to the extent not previously allocated pursuant to clause First, as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of default interest) to the extent of the excess of (i) accrued and unpaid interest on such Mortgage Loan at the applicable Mortgage Rate in effect from time to time through and including the end of the applicable Mortgage Loan interest accrual period in which such collections are received by or on behalf of the issuing entity, over (ii) the sum of (a) (x) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts (to the extent collections have not been allocated as a recovery of accrued and unpaid interest pursuant to clause Fifth below or clause Fifth of the prior waterfall under this “—Application Priority of Mortgage Loan Collections or Whole Loan Collections” above on earlier dates) or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts, and (b) Accrued AB Loan Interest;

Fourth, to the extent not previously allocated pursuant to clause First, as a recovery of principal of such Mortgage Loan to the extent of its entire unpaid principal balance;

Fifth, as a recovery of (i) accrued and unpaid interest on such Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made as a result of a determination by the master servicer that such P&I Advance would have been a Nonrecoverable Advance and (ii) Accrued AB Loan Interest (in each of clause (i) and (ii), to the

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extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause Fifth or clause Fifth of the prior waterfall under this “—Application Priority of Mortgage Loan Collections or Whole Loan Collections” above on earlier dates);

Sixth, as a recovery of any yield maintenance charge or prepayment premium then due and owing under such Mortgage Loan;

Seventh, as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;

Eighth, as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan; and

Ninth, as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees).

Allocation of Yield Maintenance Charges and Prepayment Premiums

On each Distribution Date, prepayment premiums and yield maintenance charges collected as of the related Determination Date are required to be distributed to the holders of the classes of certificates as described below.

On each Distribution Date, any yield maintenance charge collected on the Mortgage Loans during the one-month period ending on the related Determination Date is required to be distributed as follows: (a) pro rata, between (i) the group (the “YM Group A”) of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A and Class A-S certificates, and (ii) the group (the “YM Group B” and collectively with the YM Group A, the “YM Groups”) of the Class X-B, Class B, Class C, Class D and Class E certificates, based upon the aggregate amount of principal distributed to the classes of Principal Balance Certificates in each YM Group on such Distribution Date; and (b) as among the respective classes of Principal Balance Certificates in each YM Group in the following manner: (i) each class of Principal Balance Certificates in such YM Group will be entitled to receive on each Distribution Date the portion of such yield maintenance charge in an amount equal to the product of (x) a fraction whose numerator is the amount of principal distributed to such class of Principal Balance Certificates on such Distribution Date and whose denominator is the total amount of principal distributed to all of the Principal Balance Certificates in such YM Group on such Distribution Date, (y) the Base Interest Fraction for the related principal prepayment and such class of certificates, and (z) the aggregate amount of such yield maintenance charge allocated to such YM Group and (ii) the portion of such yield maintenance charge allocated to such YM Group remaining after such distributions to the applicable Class(es) of Principal Balance Certificates, will be distributed to the class of Class X Certificates in such YM Group. If there is more than one class of Principal Balance Certificates in either YM Group entitled to distributions of principal on any particular Distribution Date on which yield maintenance charges are distributable to such classes, the aggregate amount of such yield maintenance charges will be allocated among all such classes of Principal Balance Certificates up to, and on a pro rata basis in accordance with, their respective entitlements in those yield maintenance charges in accordance with the first sentence of this paragraph.

The “Base Interest Fraction” with respect to any principal prepayment on any Mortgage Loan and with respect to any class of Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E certificates is a fraction (a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate on such class of certificates exceeds (ii) the discount rate used in accordance with the related loan documents in calculating the yield maintenance charge with respect to such principal prepayment and (b) whose denominator is the amount, if any, by which the (i) Mortgage Rate on such Mortgage Loan exceeds (ii) the discount rate used in accordance with the related loan documents in calculating the yield maintenance charge with respect to such principal prepayment; provided, however, that under no circumstances will the Base Interest Fraction be greater than one. However, if such discount rate is greater than or equal to the lesser of (x) the Mortgage Rate on such Mortgage Loan and (y) the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction will equal zero;

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provided that if such discount rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, but less than the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction will equal one.

If a prepayment premium is imposed in connection with a prepayment rather than a yield maintenance charge, then the prepayment premium so collected will be allocated as described above. For this purpose, the discount rate used to calculate the Base Interest Fraction will be the discount rate used to determine the yield maintenance charge for Mortgage Loans that require payment at the greater of a yield maintenance charge and a minimum amount equal to a fixed percentage of the principal balance of the Mortgage Loan or, for Mortgage Loans that only have a prepayment premium based on a fixed percentage of the principal balance of the Mortgage Loan, such other discount rate as may be specified in the related Mortgage Loan documents.

No prepayment premiums or yield maintenance charges will be distributed to holders of the Class X-D, Class F-RR, Class G-RR, Class H-RR or Class R certificates. Instead, after the Notional Amounts of the Class X-A and Class X-B certificates, and the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E certificates have been reduced to zero, all prepayment premiums and yield maintenance charges with respect to Mortgage Loans allocated to the Certificateholders will be distributed to holders of the Class X-B certificates.

For a description of yield maintenance charges, see “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans” and “Certain Legal Aspects of Mortgage Loans—Default Interest and Limitations on Prepayments”.

Assumed Final Distribution Date; Rated Final Distribution Date

The “Assumed Final Distribution Date” with respect to any class of certificates is the Distribution Date on which the aggregate Certificate Balance or Notional Amount of that class of certificates would be reduced to zero based on the assumptions set forth below. The Assumed Final Distribution Date with respect to each class of Offered Certificates will in each case be as follows:

Class Designation	Assumed Final Distribution Date
Class A-1	November 2024
Class A-2	October 2026
Class A-3	August 2029 – September 2029(1)
Class A-4	October 2029
Class A-AB	May 2029
Class X-A	October 2029
Class X-B	October 2029
Class A-S	October 2029
Class B	October 2029
Class C	October 2029

⁽¹⁾ The range of Assumed Final Distribution Dates is based on the initial Certificate Balance of the Class A-3 Certificates ranging from $102,466,000 to $240,796,000.

The Assumed Final Distribution Dates set forth above were calculated without regard to any delays in the collection of balloon payments and without regard to delinquencies, defaults or liquidations. Accordingly, in the event of defaults on the Mortgage Loans, the actual final Distribution Date for one or more classes of the Offered Certificates may be later, and could be substantially later, than the related Assumed Final Distribution Date(s).

In addition, the Assumed Final Distribution Dates set forth above were calculated on the basis of a 0% CPY prepayment rate and the Modeling Assumptions. Since the rate of payment (including prepayments) of the Mortgage Loans may exceed the scheduled rate of payments, and could exceed the scheduled rate by a substantial amount, the actual final Distribution Date for one or more classes of the Offered Certificates may be earlier, and could be substantially earlier, than the related Assumed Final Distribution Date(s). The rate of payments (including prepayments) on the Mortgage Loans will depend on the characteristics of the

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Mortgage Loans, as well as on the prevailing level of interest rates and other economic factors, and we cannot assure you as to actual payment experience.

The “Rated Final Distribution Date” for each class of Offered Certificates will be the Distribution Date in November 2052. See “Ratings”.

Prepayment Interest Shortfalls

If a borrower prepays a Mortgage Loan or Serviced Whole Loan in whole or in part, after the due date but on or before the Determination Date in any calendar month, the amount of interest (net of related Servicing Fees) accrued on such prepayment from such due date to, but not including, the date of prepayment (or any later date through which interest accrues) will, to the extent actually collected (without regard to any prepayment premium or yield maintenance charge actually collected) constitute a “Prepayment Interest Excess”. Conversely, if a borrower prepays a Mortgage Loan or Serviced Whole Loan (with such prepayment allocated between the related Mortgage Loan and Serviced Companion Loan in accordance with the related Co-Lender Agreement) in whole or in part after the Determination Date (or, with respect to each Mortgage Loan or Serviced Companion Loan, as applicable, with a due date occurring after the related Determination Date, the related Due Date) in any calendar month and does not pay interest on such prepayment through the following Due Date, then the shortfall in a full month’s interest (net of related Servicing Fees) on such prepayment will constitute a “Prepayment Interest Shortfall”. Prepayment Interest Shortfalls for each Distribution Date with respect to each AB Whole Loan will generally be allocated first, to the related Subordinate Companion Loans in accordance with the related Co-Lender Agreement and then, pro rata to the related Mortgage Loan and any related Pari Passu Companion Loan. Prepayment Interest Excesses (to the extent not offset by Prepayment Interest Shortfalls or required to be paid as Compensating Interest Payments) collected on the Serviced Mortgage Loans and any related Serviced Companion Loan, will be retained by the master servicer as additional servicing compensation.

The master servicer will be required to deliver to the certificate administrator for deposit in the Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced Companion Loan and is required to be made to the holder of such Serviced Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement thereafter, a cash payment (a “Compensating Interest Payment”) in an amount, with respect to each Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan, equal to the lesser of:

(i)      the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Serviced Mortgage Loans and any related Serviced Pari Passu Companion Loan (in each case other than a Specially Serviced Loan or if the special servicer allowed a prepayment on such Mortgage Loan or Serviced Pari Passu Companion Loan on a date other than the applicable Due Date) for the related Distribution Date, and

(ii)      the aggregate of (A) a portion of the master servicer’s Servicing Fees to be paid under the PSA for the related Distribution Date calculated at a rate of 0.00125% per annum on each Serviced Mortgage Loan (and, so long as a Whole Loan is serviced under the PSA, any related Serviced Pari Passu Companion Loan), (B) all Prepayment Interest Excesses received by the master servicer during such Collection Period with respect to the Serviced Mortgage Loans (and, so long as a Whole Loan is serviced under the PSA, any related Serviced Whole Loan) subject to such prepayment and (C) to the extent earned on principal prepayments, net investment earnings payable to the master servicer for such Collection Period received by the master servicer during such Collection Period with respect to the Serviced Mortgage Loan (and, so long as a Whole Loan is serviced under the PSA, any related Serviced Whole Loan), as applicable, subject to such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.

If a Prepayment Interest Shortfall occurs with respect to a Serviced Mortgage Loan as a result of the master servicer allowing the related borrower to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding principal prepayments (other than (w) subsequent to a default

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under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (x) pursuant to applicable law or a court order or otherwise in such circumstances where the master servicer is required to accept such principal prepayment in accordance with the Servicing Standard, (y) at the request or with the consent of the special servicer or, so long as no Control Termination Event has occurred and is continuing, and only with respect to the Mortgage Loans other than any applicable Excluded Loan or any Servicing Shift Mortgage Loan, the Directing Holder or (z) in connection with the payment of any insurance proceeds or condemnation awards, unless the master servicer did not apply the proceeds thereof in accordance with the terms of the related loan documents and such failure causes the shortfall), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, master servicer will pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan otherwise described in clause (i) above in connection with such Prohibited Prepayments.

Compensating Interest Payments with respect to the Serviced Whole Loans will be allocated among the related Mortgage Loan and the related Serviced Pari Passu Companion Loan, pro rata, in accordance with their respective principal amounts, and the master servicer will be required to pay the portion of such Compensating Interest Payments allocable to the related Serviced Pari Passu Companion Loan to the applicable master servicer under the related other pooling and servicing agreement.

The aggregate of any Excess Prepayment Interest Shortfall allocated to the Mortgage Loans for any Distribution Date will be allocated on such Distribution Date among each class of Regular Certificates, pro rata in accordance with their respective Interest Accrual Amounts for that Distribution Date.

“Excess Prepayment Interest Shortfall” means, with respect to any Distribution Date, the aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made on the Mortgage Loans to be included in the Available Funds for such Distribution Date that are not covered by the master servicer’s Compensating Interest Payment for such Distribution Date and the portion of the compensating interest payments allocable to any Non-Serviced Mortgage Loan to the extent received from the related Non-Serviced Master Servicer.

Subordination; Allocation of Realized Losses

The rights of holders of the Subordinate Certificates to receive distributions of amounts collected or advanced on the Mortgage Loans will be subordinated, to the extent described in this prospectus, to the rights of holders of the Senior Certificates. In particular, the rights of the holders of the Class A-S, Class B, Class C, Class D, Class X-D, Class E, Class F-RR, Class G-RR and Class H-RR certificates to receive distributions of interest and principal, as applicable, will be subordinated to such rights of the holders of the Senior Certificates. The Class A-S certificates will likewise be protected by the subordination of the Class B, Class C, Class D, Class X-D, Class E, Class F-RR, Class G-RR and Class H-RR certificates. The Class B certificates will likewise be protected by the subordination of the Class C, Class D, Class X-D, Class E, Class F-RR, Class G-RR and Class H-RR certificates. The Class C certificates will likewise be protected by the subordination of the Class D, Class X-D, Class E, Class F-RR, Class G-RR and Class H-RR certificates.

This subordination will be effected in two ways: (i) by the preferential right of the holders of a class of certificates to receive on any Distribution Date the amounts of interest and/or principal distributable to them prior to any distribution being made on such Distribution Date in respect of any classes of certificates subordinate to that class (as described above under “—Distributions—Priority of Distributions”) and (ii) by the allocation of Realized Losses to classes of Principal Balance Certificates that are subordinate to more senior classes, as described below.

Other than the subordination of certain classes of certificates, as described above, no other form of credit support will be available for the benefit of the Offered Certificates.

Prior to the Cross-Over Date, allocation of principal allocable to the certificates on any Distribution Date will be made as described under “—Distributions—Priority of Distributions” above. On or after the Cross-Over Date, allocation of principal will be made to the Class A-1, Class A-2, Class A-3, Class A-4 and

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Class A-AB certificates that are still outstanding, pro rata, without regard to the Class A-AB Scheduled Principal Balance, until their Certificate Balances have been reduced to zero. See “—Distributions—Priority of Distributions” above.

Allocation to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, for so long as they are outstanding, of the entire Principal Distribution Amount for each Distribution Date will have the effect of reducing the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates at a proportionately faster rate than the rate at which the aggregate Stated Principal Balance of the pool of Mortgage Loans will decline. Therefore, as principal is distributed to the holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, the percentage interest in the issuing entity evidenced by the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates will be decreased (with a corresponding increase in the percentage interest in the issuing entity evidenced by the Subordinate Certificates), thereby increasing, relative to their respective Certificate Balances, the subordination afforded to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates by the Subordinate Certificates.

Following retirement of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, the successive allocation on each Distribution Date of the remaining Principal Distribution Amount to the Class A-S certificates, the Class B certificates, the Class C certificates, the Class D certificates, the Class E certificates, the Class F-RR certificates, the Class G-RR certificates and the Class H-RR certificates, in that order, for so long as they are outstanding, will provide a similar, but diminishing benefit to those certificates as to the relative amount of subordination afforded by the outstanding classes of certificates with later sequential designations.

On each Distribution Date, immediately following the distributions to be made to the Certificateholders on that date, the certificate administrator is required to calculate the Realized Loss for such Distribution Date.

The “Realized Loss” with respect to any Distribution Date is the amount, if any, by which (i) the aggregate Stated Principal Balance (for purposes of this calculation only, the 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, the special servicer or the trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans, including any REO Loans (but in each case, excluding any Companion Loan) as of the end of the last day of the related Collection Period, is less than (ii) the then aggregate Certificate Balance of the Principal Balance Certificates after giving effect to distributions of principal on the Distribution Date.

The certificate administrator will be required to allocate any Realized Losses among the respective classes of Principal Balance Certificates in the following order, until the Certificate Balance of each such class is reduced to zero:

first, to the Class H-RR certificates;

second, to the Class G-RR certificates;

third, to the Class F-RR certificates;

fourth, to the Class E certificates;

fifth, to the Class D certificates;

sixth, to the Class C certificates;

seventh, to the Class B certificates; and

eighth, to the Class A-S certificates.

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Following the reduction of the Certificate Balances of all classes of Subordinate Certificates (other than the Class X-D Certificates) to zero, the certificate administrator will be required to allocate Realized Losses among the Senior Certificates (other than the Class X-A and Class X-B Certificates), pro rata, based upon their respective Certificate Balances, until their respective Certificate Balances have been reduced to zero.

Realized Losses will not be allocated to the Class R certificates and will not be directly allocated to the Class X Certificates. However, the Notional Amounts of the classes of Class X Certificates will be reduced if any Related Class X Class is reduced by such Realized Losses.

In general, Realized Losses could result from the occurrence of: (1) losses and other shortfalls on or in respect of the Mortgage Loans, including as a result of defaults and delinquencies on the related Mortgage Loans, Nonrecoverable Advances made in respect of the Mortgage Loans, the payment to the special servicer of any compensation as described in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”, and the payment of interest on Advances and certain servicing expenses; and (2) certain unanticipated, non-Mortgage Loan specific expenses of the issuing entity, including certain reimbursements to the certificate administrator or trustee as described under “Transaction Parties—The Trustee and The Certificate Administrator” or “—The Operating Advisor and Asset Representations Reviewer”, and certain federal, state and local taxes, and certain tax-related expenses, payable out of the issuing entity, as described under “Material Federal Income Tax Considerations”.

A class of Regular Certificates will be considered outstanding until its Certificate Balance or Notional Amount, as applicable, is reduced to zero. However, notwithstanding a reduction of its Certificate Balance to zero, reimbursements of any previously allocated Realized Losses are required thereafter to be made to a class of Principal Balance Certificates in accordance with the payment priorities set forth in “—Distributions—Priority of Distributions”.

Reports to Certificateholders; Certain Available Information

Certificate Administrator Reports

On each Distribution Date, the certificate administrator will be required to prepare and make available to each Certificateholder of record a Distribution Date Statement based in part on the information delivered to it by the master servicer in the form of Annex B (the “Distribution Date Statement”) and providing all information required under Regulation AB relating to distributions made on that date for the relevant class and the recent status of the Mortgage Loans. The certificate administrator will include on each Distribution Date statement a statement that each Certificateholder may access such notices via the certificate administrator’s website and that each Certificateholder may register to receive electronic mail notifications when such notices are posted thereon.

In addition, the certificate administrator will include (to the extent it receives such information) (i) the identity of any Mortgage Loans permitting additional debt, identifying (A) the amount of any additional debt incurred during the related Collection Period, (B) the total debt service coverage ratio calculated on the basis of the mortgage loan and such additional debt and (C) the aggregate loan-to-value ratio calculated on the basis of the mortgage loan and the additional debt in each applicable Form 10-D filed on behalf of the issuing entity and (ii) the beginning and ending account balances for each of the Securitization Accounts (for the applicable period) in each Form 10-D filed on behalf of the issuing entity.

Within a reasonable period of time after the end of each calendar year, the certificate administrator is required to furnish to each person or entity who at any time during the calendar year was a holder of a certificate, a statement containing information as to (i) the amount of the distribution on each Distribution Date in reduction of the Certificate Balance of the certificates, and (ii) the amount of the distribution on each Distribution Date of the applicable Interest Accrual Amount, in each case, as to the applicable class, aggregated for the related calendar year or applicable partial year during which that person was a Certificateholder, together with any other information that the certificate administrator deems necessary or desirable, or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for that calendar year. This obligation of the certificate administrator will be

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deemed to have been satisfied to the extent that substantially comparable information will be provided by the certificate administrator pursuant to any requirements of the Code as from time to time are in force.

In addition, the certificate administrator will make available on its website (www.ctslink.com), to the extent received from the applicable person, on each Distribution Date to each Privileged Person the following reports (other than clause (1) below, the “CREFC^® Reports”) prepared by the master servicer, the certificate administrator or the special servicer, as applicable, substantially in the form provided in the PSA, in the case of the Distribution Date Statement (which form is subject to change) and as required under the PSA in the case of the CREFC^® Reports, and including substantially the following information:

(1)        a report as of the close of business on the immediately preceding Determination Date, containing some categories of information regarding the Mortgage Loans provided on Annex A-2, calculated, where applicable, on the basis of the most recent relevant information provided by the borrowers to the master servicer and by the master servicer to the certificate administrator, and presented in a loan-by-loan and tabular format substantially similar to the formats utilized on Annex B;

(2)        a Commercial Real Estate Finance Council (“CREFC^®”) delinquent loan status report;

(3)        a CREFC^® historical loan modification and corrected loan report;

(4)        a CREFC^® advance recovery report;

(5)        a CREFC^® total loan report;

(6)        a CREFC^® operating statement analysis report;

(7)        a CREFC^® comparative financial status report;

(8)        a CREFC^® net operating income adjustment worksheet;

(9)        a CREFC^® real estate owned status report;

(10)      a CREFC^® servicer watch list;

(11)      a CREFC^® loan level reserve and letter of credit report;

(12)      a CREFC^® property file;

(13)      a CREFC^® financial file;

(14)      a CREFC^® loan setup file; and

(15)      a CREFC^® loan periodic update file.

The master servicer or the special servicer, as applicable, may omit any information from these reports that the master servicer or the special servicer regards as confidential, so long as such information is not required to be disclosed pursuant to Item 1125 of Regulation AB. Subject to any potential liability for willful misconduct, bad faith or negligence as described under “Pooling and Servicing Agreement—Limitation on Liability; Indemnification”, none of the master servicer, the special servicer, the trustee or the certificate administrator will be responsible for the accuracy or completeness of any information supplied to it by a borrower, a mortgage loan seller or another party to the PSA or a party under a Non-Serviced PSA that is included in any reports, statements, materials or information prepared or provided by it. Some information will be made available to Certificateholders by electronic transmission as may be agreed upon between the depositor and the certificate administrator.

Before each Distribution Date, the master servicer will deliver to the certificate administrator by electronic means, as required under the PSA:

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● a CREFC^® property file;

● a CREFC^® financial file;

● a CREFC^® loan setup file;

● a CREFC^® loan periodic update file;

● a CREFC^® appraisal reduction amount template (if any Appraisal Reduction Amount has been calculated); and

● a CREFC^® Schedule AL file.

In addition, the master servicer (with respect to a Mortgage Loan that is not a Specially Serviced Loan) or special servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, is also required to prepare the following for each Mortgaged Property and REO Property:

● Within 30 days after receipt of a quarterly operating statement, if any, commencing for the quarter ending March 31, 2020, a CREFC^® operating statement analysis report but only to the extent the related borrower is required by the Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, that information, for the Mortgaged Property or REO Property as of the end of that calendar quarter; provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then current applicable CREFC^® guidelines (it being understood that as of the date of this prospectus, the applicable CREFC^® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12 month basis, or if the related Serviced Mortgage Loan or Serviced Whole Loan is on the CREFC^® servicer watch list). The master servicer (with respect to non-Specially Serviced Loans) or the special servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, will deliver to the certificate administrator, the operating advisor and each holder of a Serviced Companion Loan by electronic means the operating statement analysis upon request.

● Within 30 days after receipt by the special servicer (with respect to Specially Serviced Loans and REO Properties) or the master servicer (with respect to a Mortgage Loan or Serviced Whole Loan that is not a Specially Serviced Loan) of any annual operating statements or rent rolls commencing for the calendar year ending December 31, 2019, a CREFC^® net operating income adjustment worksheet, but only to the extent the related borrower is required by the Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, that information, presenting the computation made in accordance with the methodology described in the PSA to “normalize” the full year net operating income and debt service coverage numbers used by the master servicer to satisfy its obligation to deliver the CREFC^® net operating income adjustment worksheet described above. The special servicer or the master servicer will deliver to the certificate administrator, the operating advisor and each holder of a related Serviced Companion Loan by electronic means the CREFC^® net operating income adjustment worksheet upon request.

Certificate Owners and any holder of a Serviced Companion Loan who are also Privileged Persons may also obtain access to any of the certificate administrator reports upon request and pursuant to the provisions of the PSA. Otherwise, until the time Definitive Certificates are issued to evidence the certificates, the information described above will be available to the related Certificate Owners only if DTC and its participants provide the information to the Certificate Owners. See “Risk Factors—Book-Entry Registration Will Mean You Will Not Be Recognized as a Holder of Record”.

“Privileged Person” includes the depositor and its designees, the initial purchasers, the underwriters, the sponsors, the master servicer, the special servicer, any Excluded Special Servicer, the trustee, the certificate administrator, any additional servicer designated by the master servicer or the special servicer, the operating advisor, any affiliate of the operating advisor designated by the operating advisor, the asset

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representations reviewer, any holder of a Companion Loan who provides an Investor Certification, any person (including the Directing Holder, the Controlling Class Representative or the Risk Retention Consultation Party) who provides the certificate administrator with an Investor Certification and any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act (“NRSRO”), including any Rating Agency, that delivers an NRSRO Certification to the certificate administrator, which Investor Certification and NRSRO Certification may be submitted electronically via the certificate administrator’s website; provided that in no event may a Borrower Party (other than a Borrower Party that is the Risk Retention Consultation Party or a special servicer) be entitled to receive (i) if such party is the Directing Holder or any Controlling Class Certificateholder, any Excluded Information via the certificate administrator’s website (unless a loan-by-loan segregation is later performed by the certificate administrator in which case such access will only be prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such party is not the Directing Holder or any Controlling Class Certificateholder, any information other than the Distribution Date Statement; provided, however, that, if the special servicer obtains knowledge that it is a Borrower Party, the special servicer will nevertheless be a Privileged Person; provided, further, however, that the special servicer may not directly or indirectly provide any information related to any Excluded Special Servicer Loan (which may include any asset status reports, Final Asset Status Reports (or summaries thereof), and such other information as may be specified in the PSA pertaining to such Excluded Special Servicer Loan) to the related Borrower Party, any of the special servicer’s employees or personnel or any of its affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or, to its actual knowledge, any non-affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with those obligations; provided, further, however, that any Excluded Controlling Class Holder will be permitted to reasonably request and obtain, in accordance with terms of the PSA, any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the certificate administrator’s website on account of it constituting Excluded Information) from the master servicer or the special servicer, as the case may be. Notwithstanding any provision to the contrary in this prospectus, neither the master servicer nor the certificate administrator will have any obligation to restrict access by the special servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer Loan.

The “Risk Retention Consultation Party” will be a party selected by Argentic Securities Holdings Cayman Limited, as owner of the VRR Interest. The depositor will promptly provide the name and contact information for the Risk Retention Consultation Party upon request and any such requesting party may conclusively rely on the name and contact information provided by the depositor. The certificate administrator and the other parties to the PSA will be entitled to assume that the identity of the Risk Retention Consultation Party has not changed until such parties receive written notice of (including the identity and contact information for) a replacement of Risk Retention Consultation Party, from the owner of the VRR Interest. Notwithstanding the foregoing, the Risk Retention Consultation Party will not have any consultation rights with respect to any related Excluded Loan. For the avoidance of doubt, there is no initial Risk Retention Consultation Party.

In determining whether any person is an additional servicer or an affiliate of the operating advisor, the certificate administrator may rely on a certification by the master servicer, the special servicer, a mortgage loan seller or the operating advisor, as the case may be.

“Borrower Party” means a borrower, a manager of a Mortgaged Property, a Restricted Mezzanine Holder or a Borrower Party Affiliate.

“Borrower Party Affiliate” means, with respect to a borrower, 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, manager or Restricted Mezzanine Holder, as applicable, or (b) any other person owning, directly or indirectly, twenty-five percent (25%) or more of the beneficial interests in such borrower, manager or Restricted Mezzanine Holder, as applicable. 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

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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.

“Excluded Controlling Class Loan” means a Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Controlling Class Representative or any Controlling Class Certificateholder is a Borrower Party.

“Excluded Information” means, with respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan and/or the related Mortgaged Properties, which may include any asset status reports, Final Asset Status Reports (or summaries thereof), and such other information as may be specified in the PSA pertaining to such Excluded Controlling Class Loan and/or the related Mortgaged Properties, other than any such information with respect to such Excluded Controlling Class Loan that is aggregated with information of other Mortgage Loans at a pool level and other than CREFC^® Reports (other than the CREFC^® special servicer loan file for the related Excluded Controlling Class Loan).

“Excluded Loan” means with respect to (i) the Directing Holder, any Mortgage Loan or Whole Loan with respect to which the Directing Holder (or, if the Directing Holder is the Controlling Class Representative, the holder of the majority of the Controlling Class (by Certificate Balance)) is a Borrower Party, or (ii) the Risk Retention Consultation Party, any Mortgage Loan or Whole Loan if, as of any date of determination, such Risk Retention Consultation Party or the person entitled to appoint such Risk Retention Consultation Party is a Borrower Party.

“Investor Certification” means a certificate (which may be in electronic form), substantially in the form attached to the PSA or in the form of an electronic certification contained on the certificate administrator’s website (which may be a click through confirmation), representing (i) that such person executing the certificate is a Certificateholder, the Directing Holder 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 Holder or a prospective purchaser of a certificate (or any investment advisor or manager of the foregoing), (ii) that either (a) such person is the Risk Retention Consultation Party or is not a Borrower Party, in which case such person will have access to all the reports and information made available to Certificateholders via the certificate administrator’s website under the PSA, or (b) such person is a Borrower Party (other than the Risk Retention Consultation Party), in which case (1) if such person is the Directing Holder or a Controlling Class Certificateholder, such person will have access to all the reports and information made available to Certificateholders via the certificate administrator’s website under the PSA other than any Excluded Information as set forth in the PSA or (2) if such person is not the Directing Holder or a Controlling Class Certificateholder, such person will only receive access to the Distribution Date Statements prepared by the certificate administrator, (iii) such person has received a copy of the final prospectus and (iv) such person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided, however, that any Excluded Controlling Class Holder (i) will be permitted to obtain, upon request in accordance with terms of PSA, any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the certificate administrator’s website on account of it constituting Excluded Information) from the master servicer or the special servicer, as the case may be, and (ii) will 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.

“Restricted Mezzanine Holder” means a holder of a related mezzanine loan that has been accelerated or as to which the mezzanine lender has initiated foreclosure or enforcement proceedings against the equity collateral pledged to secure such mezzanine loan.

A “Certificateholder” is 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 the PSA, any certificate registered in the name of or beneficially owned by the master servicer, the special servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the trustee, the certificate administrator, the depositor, a mortgage loan seller,

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a mortgagor, a Borrower Party or any affiliate of any of such persons will be deemed to be not outstanding (provided that notwithstanding the foregoing, any Controlling Class certificates owned by an Excluded Controlling Class Holder will be deemed to be not outstanding as to such Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class certificates owned by the special servicer or an affiliate thereof will be deemed to be not 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 will 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; and provided, however, that the foregoing restrictions will not apply in the case of the master servicer, the special servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the trustee, the certificate administrator, the depositor, the mortgage loan sellers 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 under the PSA or waive a Servicer Termination Event or trigger an Asset Review with respect to such Mortgage Loan; provided, further, that so long as there is no Servicer Termination Event with respect to the master servicer or special servicer, the master servicer and the special servicer or such affiliate of either will 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 under the PSA; and provided, further, that such restrictions will not apply to (i) the exercise of the special servicer’s, the master servicer’s or the related 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.

“NRSRO Certification” means a certification (a) executed by an NRSRO or (b) provided electronically and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s website in favor of the 17g-5 Information Provider that states that such NRSRO is a Rating Agency as such term is defined in the PSA or that such NRSRO has provided the depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 under the Exchange Act (“Rule 17g-5”), that such NRSRO has access to the depositor’s 17g-5 website, and that such NRSRO will keep such information confidential except to the extent such information has been made available to the general public.

Under the PSA, the master servicer or the special servicer, as applicable, is required to provide to the holders of any Companion Loan (or their designee including any master servicer or any special servicer) certain other reports, copies and information relating to the related Serviced Whole Loan to the extent required under the related Co-Lender Agreement.

Certain information concerning the Mortgage Loans and the certificates, including the Distribution Date Statements, CREFC^® Reports and supplemental notices with respect to such Distribution Date Statements and CREFC^® Reports, may be provided by the certificate administrator at the direction of the depositor (which may be in the form of a standing order) to certain market data providers, such as Bloomberg Financial Markets, L.P., Trepp, LLC, Intex Solutions, Inc., Moody’s Analytics, CMBS.com, Inc., BlackRock Financial Management, Inc., Markit Group Limited, RealINSIGHT, Thomson Reuters Corporation and Intercontinental Exchange | ICE Data Services (each, a “Financial Market Publisher”), pursuant to the terms of the PSA.

Upon the reasonable request of any Certificateholder that is a Privileged Person identified to the master servicer’s reasonable satisfaction, the master servicer may provide (or forward electronically) at the expense of such Certificateholder copies of any appraisals, operating statements, rent rolls and financial statements obtained by the master servicer; provided that in connection with such request, the master servicer may require a written confirmation executed by the requesting person substantially in such form as may be reasonably acceptable to the master servicer, generally to the effect that such person is a Certificateholder or a Certificate Owner and a Privileged Person, will keep such information confidential and will use such information only for the purpose of analyzing asset performance and evaluating any

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continuing rights the Certificateholder may have under the PSA. Certificateholders will not, however, be given access to or be provided copies of, any Mortgage Files or Diligence Files.

Information Available Electronically

The certificate administrator will make available to any Privileged Person via the certificate administrator’s website and will make available to the general public this prospectus, Distribution Date Statements, the PSA, each MLPA and the SEC EDGAR filings referred to below:

● the following “deal documents”:

● this prospectus;

● the PSA, each sub-servicing agreement delivered to the certificate administrator from and after the Closing Date, if any, and each MLPA and any amendments and exhibits to those agreements;

● the CREFC^® loan setup file delivered to the certificate administrator by the master servicer;

● the following “SEC EDGAR filings”:

● any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the certificate administrator with respect to the issuing entity through the SEC’s Electronic Data Gathering and Retrieval (EDGAR) system;

● the following documents, which will be made available under a tab or heading designated “periodic reports”:

● the Distribution Date Statements;

● the CREFC^® bond level files;

● the CREFC^® collateral summary files;

● the CREFC^® Reports, other than the CREFC^® loan setup file and CREFC^® special servicer loan file (provided that they are received by the certificate administrator);

● the CREFC^® appraisal reduction amount template;

● the annual reports prepared by the operating advisor;

● the following documents, which will be made available under a tab or heading designated “additional documents”:

● the summary of any Final Asset Status Report as provided by the special servicer;

● any property inspection reports, any environmental reports and appraisals delivered to the certificate administrator in electronic format;

● the following documents, which will be made available under a tab or heading designated “special notices”:

● notice of any release based on an environmental release under the PSA;

● notice of any waiver, modification or amendment of any term of any Mortgage Loan or Whole Loan;

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● notice of final payment on the certificates;

● all notices of the occurrence of any Servicer Termination Event received by the certificate administrator or any notice to Certificateholders of the termination of the master servicer or the special servicer;

● any notice of resignation or termination of the master servicer or the special servicer;

● notice of resignation of the trustee or the certificate administrator, and notice of the acceptance of appointment by the successor trustee or the successor certificate administrator, as applicable;

● any notice of any request by requisite percentage of Voting Rights for a vote to terminate the special servicer, the operating advisor or the asset representations reviewer;

● any notice to Certificateholders of the operating advisor’s recommendation to replace the special servicer and the related report prepared by the operating advisor in connection with such recommendation;

● notice of resignation or termination of the operating advisor or the asset representations reviewer and notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer;

● notice of the certificate administrator’s determination that an Asset Review Trigger has occurred and a copy of any Asset Review Report Summary received by the certificate administrator;

● officer’s certificates supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;

● any notice of the termination of the issuing entity;

● any notice that a Control Termination Event or of an Operating Advisor Consultation Event has occurred or is terminated or that a Consultation Termination Event has occurred;

● any notice of the occurrence of an Operating Advisor Termination Event;

● any notice of the occurrence of an Asset Representations Reviewer Termination Event;

● any Proposed Course of Action Notice;

● any assessment of compliance delivered to the certificate administrator;

● any Attestation Reports delivered to the certificate administrator;

● any document provided by the master servicer or the depositor directing the certificate administrator to post same;

● any “special notices” requested by a Certificateholder to be posted on the certificate administrator’s website described under “—Certificateholder Communication” below;

● the “Investor Q&A Forum”;

● solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry”; and

● the “U.S. Risk Retention Special Notices” tab;

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provided that with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of any applicable Excluded Loan, the certificate administrator will only be required to make available such notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event to the extent the certificate administrator has been notified of such Excluded Loan.

The certificate administrator will be required to, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described above, provide email notification to any Privileged Person (other than Financial Market Publishers) that has registered to receive access to the certificate administrator’s website that a notice has been posted to the “U.S. Risk Retention Special Notices” tab.

Notwithstanding the foregoing, if the Controlling Class Representative or any Controlling Class Certificateholder, as applicable, is a Borrower Party with respect to any related Excluded Controlling Class Loan (such party, an “Excluded Controlling Class Holder”), such Excluded Controlling Class Holder is required to promptly notify each of the master servicer, the special servicer, the operating advisor, the trustee and the certificate administrator pursuant to the PSA and provide a new Investor Certification pursuant to the PSA and will not be entitled to access any Excluded Information (unless a loan-by-loan segregation is later performed by the certificate administrator in which case such access will only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the certificate administrator’s website for so long as it is an Excluded Controlling Class Holder. The PSA will require each Excluded Controlling Class Holder in such new Investor Certification to certify that it acknowledges and agrees that it is prohibited from accessing and reviewing (and it agrees not to access and review) any Excluded Information. In addition, if the Directing Holder or any Controlling Class Certificateholder is not an Excluded Controlling Class Holder, such person will certify and agree that they will not share any Excluded Information with any Excluded Controlling Class Holder.

Notwithstanding the foregoing, nothing set forth in the PSA will prohibit the Directing Holder or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Holder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such Excluded Controlling Class Holder via the certificate administrator’s website on account of it constituting Excluded Information, such Directing Holder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan will be permitted to reasonably request and obtain such information in accordance with terms of the PSA and the master servicer and the special servicer, as applicable, may require and rely on certifications and other reasonable information prior to releasing any such information.

To the extent the Directing Holder or a Controlling Class Certificateholder receives access pursuant to the PSA to any Excluded Information on the certificate administrator’s website or otherwise receives access to such Excluded Information, such Directing Holder or Controlling Class Certificateholder will be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing Holder or Controlling Class Certificateholder or any of its affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.

Any reports on Form 10-D filed by the certificate administrator will contain (i) the information required by Rule 15Ga-1(a) concerning all Mortgage Loans held by the issuing entity that were the subject of a demand to repurchase or replace due to a breach or alleged breach of one or more representations and warranties made by the related mortgage loan seller, (ii) a reference to the most recent Form ABS-15G filed by the depositor and the mortgage loan sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer and (iii) certain account balances to the extent available to the certificate administrator.

The certificate administrator will not make any representation or warranty as to the accuracy or completeness of any report, document or other information made available on the certificate administrator’s

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website or its filing of such information pursuant to the PSA, including, but not limited to, filing via EDGAR, and will assume no responsibility for any such report, document or other information, other than with respect to such reports, documents or other information prepared by the certificate administrator. In addition, the certificate administrator may disclaim responsibility for any information distributed by it or filed by it, as applicable, for which it is not the original source.

In connection with providing access to the certificate administrator’s website (other than with respect to access provided to the general public in accordance with the PSA), the certificate administrator may require registration and the acceptance of a disclaimer, including an agreement to keep certain nonpublic information made available on the website confidential, as required under the PSA. The certificate administrator will not be liable for the dissemination of information in accordance with the PSA.

The certificate administrator will make the “Investor Q&A Forum” available to Privileged Persons via the certificate administrator’s website under a tab or heading designated “Investor Q&A Forum”, where (i) Certificateholders and beneficial owners that are Privileged Persons may submit inquiries to (a) the certificate administrator relating to the Distribution Date Statements, (b) the master servicer or the special servicer relating to servicing reports, the Mortgage Loans (excluding any Non-Serviced Mortgage Loan), or the related Mortgaged Properties or (c) the operating advisor relating to annual or other reports prepared by the operating advisor or actions by the special servicer referenced in such reports, and (ii) Privileged Persons may view previously submitted inquiries and related answers. The certificate administrator will forward such inquiries to the appropriate person and, in the case of an inquiry relating to a Non-Serviced Mortgage Loan, to the applicable party under the related Non-Serviced PSA. The certificate administrator, the master servicer, the special servicer or the operating advisor, as applicable, will be required to answer each inquiry, unless such party determines (i) the question is beyond the scope of the topics detailed above, (ii) that answering the inquiry would not be in the best interests of the issuing entity and/or the Certificateholders, (iii) that answering the inquiry would be in violation of applicable law, the PSA (including requirements in respect of non-disclosure of Privileged Information) or the Mortgage Loan documents, (iv) that answering the inquiry would materially increase the duties of, or result in significant additional cost or expense to, the certificate administrator, the master servicer, the special servicer or the operating advisor, as applicable, (v) that answering the inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception) or (vi) that answering the inquiry is otherwise, for any reason, not advisable. In addition, no party will post or otherwise disclose any direct communications with the Directing Holder or the Risk Retention Consultation Party as part of its responses to any inquiries. In the case of an inquiry relating to any Non-Serviced Mortgage Loan, the certificate administrator is required to make reasonable efforts to obtain an answer from the applicable party under the related Non-Serviced PSA; provided that the certificate administrator will not be responsible for the content of such answer, or any delay or failure to obtain such answer. The certificate administrator will be required to post the inquiries and related answers, if any, on the Investor Q&A Forum, subject to and in accordance with the PSA. The Investor Q&A Forum may not reflect questions, answers and other communications that are not submitted through the certificate administrator’s website. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and will not be deemed to be answers from any of the depositor, the underwriters or any of their respective affiliates. None of the underwriters, depositor, any of their respective affiliates or any other person will certify as to the accuracy of any of the information posted in the Investor Q&A Forum and no such person will have any responsibility or liability for the content of any such information.

The certificate administrator will make the “Investor Registry” available to any Certificateholder and beneficial owner that is a Privileged Person via the certificate administrator’s website. Certificateholders and beneficial owners may register on a voluntary basis for the “Investor Registry” and obtain contact information for any other Certificateholder or beneficial owner that has also registered, provided that they comply with certain requirements as provided for in the PSA.

The certificate administrator’s website will initially be located at “www.ctslink.com“. Access will be provided by the certificate administrator to such persons upon receipt by the certificate administrator from such person of an Investor Certification or NRSRO Certification in the form(s) attached to the PSA, which form(s) will also be located on and may be submitted electronically via the certificate administrator’s

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website. The parties to the PSA will not be required to provide that certification. In connection with providing access to the certificate administrator’s website, the certificate administrator may require registration and the acceptance of a disclaimer. The certificate administrator will not be liable for the dissemination of information in accordance with the terms of the PSA. The certificate administrator will make no representation or warranty as to the accuracy or completeness of such documents and will assume no responsibility for them. In addition, the certificate administrator may disclaim responsibility for any information distributed by the certificate administrator for which it is not the original source. Assistance in using the certificate administrator’s website can be obtained by calling the certificate administrator’s customer service desk at 866-846-4526.

The certificate administrator is responsible for the preparation of tax returns on behalf of the issuing entity and the preparation of Distribution Reports on Form 10-D (based on information included in each monthly Distribution Date Statement and other information provided by other transaction parties) and Annual Reports on Form 10-K and certain other reports on Form 8-K that are required to be filed with the SEC on behalf of the issuing entity.

“17g-5 Information Provider” means the certificate administrator.

The PSA will require the master servicer and the special servicer, subject to certain restrictions (including execution and delivery of a confidentiality agreement) set forth in the PSA, to provide certain of the reports or, in the case of the master servicer and the Controlling Class Certificateholder, access to the reports available as set forth above, as well as certain other information received by the master servicer, to any Privileged Person so identified by a Certificate Owner or an underwriter, that requests reports or information. However, the master servicer and the special servicer will be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing copies of these reports or information (which such amounts in any event are not reimbursable as additional trust fund expenses), except that, other than for extraordinary or duplicate requests, prior to the occurrence of a Consultation Termination Event, the Directing Holder will be entitled to reports and information free of charge. Except as otherwise set forth in this paragraph, until the time definitive certificates are issued, notices and statements required to be mailed to Certificateholders will be available to Certificate Owners of certificates only to the extent they are forwarded by or otherwise available through DTC and its Participants. Conveyance of notices and other communications by DTC to Participants, and by Participants to Certificate Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Except as otherwise set forth in this paragraph, the master servicer, the special servicer, the trustee, the certificate administrator and the depositor are required to recognize as Certificateholders only those persons in whose names the certificates are registered on the books and records of the certificate registrar. The initial registered holder of the Offered Certificates will be Cede & Co., as nominee for DTC.

Voting Rights

At all times during the term of the PSA, the voting rights for the certificates (the “Voting Rights”) will be allocated among the respective classes of Certificateholders as follows:

(1)        1% in the case of the Class X Certificates, allocated pro rata, based upon their respective Notional Amounts as of the date of determination, and

(2)        99% in the case of the Principal Balance Certificates, allocated among the holders of the respective classes of Principal Balance Certificates in proportion to the Certificate Balances of their certificates (and solely in connection with certain votes relating to the replacement of the special servicer and the operating advisor as described in this prospectus, taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Principal Balance Certificates).

The Voting Rights of any class of certificates are required to be allocated among Certificateholders of such class in proportion to their respective Percentage Interests.

None of the Class R certificates will be entitled to any Voting Rights.

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Delivery, Form, Transfer and Denomination

The Offered Certificates (other than the Class X-A and Class X-B Certificates) will be issued, maintained and transferred in the book-entry form only in minimum denominations of $10,000 initial Certificate Balance, and in multiples of $1 in excess of $10,000. The Class X-A and Class X-B Certificates will be issued, maintained and transferred only in minimum denominations of authorized initial Notional Amounts of not less than $1,000,000 and in integral multiples of $1 in excess of $1,000,000.

Book-Entry Registration

The Offered Certificates will initially be represented by one or more global certificates for each such class registered in the name of a nominee of The Depository Trust Company (“DTC”). The depositor has been informed by DTC that DTC’s nominee will be Cede & Co. No holder of an Offered Certificate will be entitled to receive a certificate issued in fully registered, certificated form (each, a “Definitive Certificate”) representing its interest in such class, except under the limited circumstances described under “―Definitive Certificates” below. Unless and until Definitive Certificates are issued, all references to actions by holders of the Offered Certificates will refer to actions taken by DTC upon instructions received from holders of Offered Certificates through its participating organizations (together with Clearstream Banking, société anonyme (“Clearstream”) and Euroclear Bank, as operator of the Euroclear System (“Euroclear”) participating organizations, the “Participants”), and all references in this prospectus to payments, notices, reports, statements and other information to holders of Offered Certificates will refer to payments, notices, reports and statements to DTC or Cede & Co., as the registered holder of the Offered Certificates, for distribution to holders of Offered Certificates through its Participants in accordance with DTC procedures; provided, however, that to the extent that the party to the PSA responsible for distributing any report, statement or other information has been provided in writing with the name of the Certificate Owner of such an Offered Certificate (or the prospective transferee of such Certificate Owner), such report, statement or other information will be provided to such Certificate Owner (or prospective transferee).

Until Definitive Certificates are issued in respect of the Offered Certificates, interests in the Offered Certificates will be transferred on the book-entry records of DTC and its Participants. The certificate administrator will initially serve as certificate registrar for purposes of recording and otherwise providing for the registration of the Offered Certificates.

Holders of Offered Certificates may hold their certificates through DTC (in the United States) or Clearstream or Euroclear (in Europe) if they are Participants of such system, or indirectly through organizations that are participants in such systems. Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream Participants and the Euroclear Participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries (collectively, the “Depositaries”), which in turn will hold such positions in customers’ securities accounts in the Depositaries’ names on the books of DTC. DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to Section 17A of the Exchange Act. DTC was created to hold securities for its Participants and to facilitate the clearance and settlement of securities transactions between Participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates. Participants (“DTC Participants”) include securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (“Indirect Participants”).

Transfers between DTC Participants will occur in accordance with DTC rules. Transfers between Clearstream Participants and Euroclear Participants will occur in accordance with the applicable rules and operating procedures of Clearstream and Euroclear.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Clearstream Participants or Euroclear Participants, on the other, will be effected in

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DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its Depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream Participants and Euroclear Participants may not deliver instructions directly to the Depositaries.

Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a DTC Participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and such credits or any transactions in such securities settled during such processing will be reported to the relevant Clearstream Participant or Euroclear Participant on such business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

The holders of Offered Certificates that are not Participants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, such Offered Certificates may do so only through Participants and Indirect Participants. In addition, holders of Offered Certificates in global form (“Certificate Owners”) will receive all distributions of principal and interest through the Participants who in turn will receive them from DTC. Under a book-entry format, holders of such Offered Certificates may experience some delay in their receipt of payments, since such payments will be forwarded by the certificate administrator to Cede & Co., as nominee for DTC. DTC will forward such payments to its Participants, which thereafter will forward them to Indirect Participants or the applicable Certificate Owners. Certificate Owners will not be recognized by the trustee, the certificate administrator, the certificate registrar, the operating advisor, the special servicer or the master servicer as holders of record of certificates and Certificate Owners will be permitted to receive information furnished to Certificateholders and to exercise the rights of Certificateholders only indirectly through DTC and its Participants and Indirect Participants, except that Certificate Owners will be entitled to receive or have access to notices and information and to exercise certain rights as holders of beneficial interests in the certificates through the certificate administrator and the trustee to the extent described in “—Reports to Certificateholders; Certain Available Information”, “—Certificateholder Communication”, “—List of Certificateholders”, “Pooling and Servicing Agreement—The Operating Advisor”, “—The Asset Representations Reviewer”, “—Replacement of the Special Servicer After Operating Advisor Recommendation and Investor Vote”, “—Limitation on Rights of Certificateholders to Institute a Proceeding”, “—Termination; Retirement of Certificates” and “—Resignation and Removal of the Trustee and the Certificate Administrator”.

Under the rules, regulations and procedures creating and affecting DTC and its operations (the “DTC Rules”), DTC is required to make book-entry transfers of Offered Certificates in global form among Participants on whose behalf it acts with respect to such Offered Certificates and to receive and transmit distributions of principal of, and interest on, such Offered Certificates. Participants and Indirect Participants with which the Certificate Owners have accounts with respect to the Offered Certificates similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective Certificate Owners. Accordingly, although the Certificate Owners will not possess the Offered Certificates, the DTC Rules provide a mechanism by which Certificate Owners will receive payments on Offered Certificates and will be able to transfer their interest.

Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a holder of Offered Certificates in global form to pledge such Offered Certificates to persons or entities that do not participate in the DTC system, or to otherwise act with respect to such Offered Certificates, may be limited due to the lack of a physical certificate for such Offered Certificates.

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DTC has advised the depositor that it will take any action permitted to be taken by a holder of an Offered Certificate under the PSA only at the direction of one or more Participants to whose accounts with DTC such certificate is credited. DTC may take conflicting actions with respect to other undivided interests to the extent that such actions are taken on behalf of Participants whose holdings include such undivided interests.

Clearstream is incorporated under the laws of Luxembourg and is a global securities settlement clearing house. Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Transactions may be settled in Clearstream in numerous currencies, including United States dollars. Clearstream provides to its Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. Clearstream is regulated as a bank by the Luxembourg Monetary Institute. Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.

Euroclear was created in 1968 to hold securities for participants of the Euroclear system (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in any of numerous currencies, including United States dollars. The Euroclear system includes various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. Euroclear is operated by Euroclear Bank S.A./N.V. (the “Euroclear Operator”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to the Euroclear system is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related operating procedures of the Euroclear System and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear system, and receipts of payments with respect to securities in the Euroclear system. All securities in the Euroclear system are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants and has no record of or relationship with persons holding through Euroclear Participants.

Although DTC, Euroclear and Clearstream have implemented the foregoing procedures in order to facilitate transfers of interests in book-entry securities among Participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to comply with such procedures, and such procedures may be discontinued at any time. None of the depositor, the trustee, the certificate administrator, the master servicer, the special servicer or the underwriters will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective direct or indirect Participants of their respective obligations under the rules and procedures governing their operations.

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Definitive Certificates

Owners of beneficial interests in book-entry certificates of any class will not be entitled to receive physical delivery of Definitive Certificates unless: (i) DTC advises the certificate registrar in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the book-entry certificates of such class or ceases to be a clearing agency, and the certificate administrator and the depositor are unable to locate a qualified successor within 90 days of such notice or (ii) the trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Certificateholders of such class and the trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the trustee to obtain possession of the certificates of such class.

Certificateholder Communication

Access to Certificateholders’ Names and Addresses

Upon the written request of any Certificateholder or Certificate Owner that has delivered an executed Investor Certification to the trustee or the certificate administrator (a “Certifying Certificateholder”), the certificate administrator (in its capacity as certificate registrar) will promptly furnish or cause to be furnished to such requesting party a list of the names and addresses of the Certificateholders as of the most recent Record Date as they appear in the certificate register, at the expense of the requesting party.

Requests to Communicate

The PSA will require that the certificate administrator include on any Form 10–D any request received prior to the Distribution Date to which such Form 10-D relates (and on or after the Distribution Date preceding such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of the PSA. Any Form 10-D containing such disclosure regarding the request to communicate is required to include the following and no more than the following: (i) the name of the Certificateholder or Certificate Owner making the request, (ii) the date the request was received, (iii) a statement to the effect that the certificate administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under the PSA, and (iv) a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.

Any Certificateholder or Certificate Owner wishing to communicate with other Certificateholders and Certificate Owners regarding the exercise of its rights under the terms of the PSA (such party, a “Requesting Investor”) should deliver a written request (a “Communication Request”) signed by an authorized representative of the Requesting Investor to the certificate administrator at the address below:

9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Administration Group – GSMS 2019-GSA1
with a copy to: trustadministrationgroup@wellsfargo.com

Any Communication Request must contain the name of the Requesting Investor and the method other Certificateholders and Certificate Owners should use to contact the Requesting Investor, and, if the Requesting Investors is not the registered holder of a class of certificates, then the Communication Request must contain (i) a written certification from the Requesting Investor that it is a beneficial owner of a class of certificates, and (ii) one of the following forms of documentation evidencing its beneficial ownership in such class of certificates: (A) a trade confirmation, (B) an account statement, (C) a medallion stamp guaranteed letter from a broker or dealer stating the Requesting Investor is the beneficial owner, or (D) a document acceptable to the certificate administrator that is similar to any of the documents identified in clauses (A) through (C). The certificate administrator will not be permitted to require any information other than the foregoing in verifying a certificateholder’s or certificate owner’s identity in connection with a Communication

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Request. Requesting Investors will be responsible for their own expenses in making any Communication Request, but will not be required to bear any expenses of the certificate administrator.

List of Certificateholders

Upon the written request of any Certificateholder, which is required to include a copy of the communication the Certificateholder proposes to transmit, that has provided an Investor Certification, which request is made for purposes of communicating with other holders of certificates of the same series with respect to their rights under the PSA or the certificates, the certificate registrar or other specified person will, within 10 business days after receipt of such request afford such Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to the most recent list of Certificateholders related to the class of certificates.

Description of the Mortgage Loan Purchase Agreements

General

On the Closing Date, the depositor will acquire the Mortgage Loans from each mortgage loan seller pursuant to a separate mortgage loan purchase agreement (each, an “MLPA”), between the applicable mortgage loan seller and the depositor.

Under the applicable MLPA, the depositor will require each mortgage loan seller to deliver (or cause to be delivered) to the certificate administrator, in its capacity as custodian, among other things, the following documents (except that the documents with respect to any Non-Serviced Whole Loan (other than the original promissory note) will be held by the custodian under the related Non-Serviced PSA) with respect to each Mortgage Loan sold by such mortgage loan seller (collectively, as to each Mortgage Loan, the “Mortgage File”):

(i)      the original executed Mortgage Note for such Mortgage Loan, endorsed (without recourse, representation or warranty, express or implied) to the order of the trustee for the benefit of the registered Certificateholders or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable mortgage loan seller) (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note), and in the case of a Serviced Whole Loan, a copy of the executed Mortgage Note for any related Companion Loan;

(ii)     an original or copy of the Mortgage, together with an original or copy of any 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;

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

(iv)     an original executed assignment, in recordable form (except for missing recording information not yet available if the instrument being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related assignment of leases (if such item is a document separate from the Mortgage), in favor of the trustee, for the benefit of the registered Certificateholders and the holder of any related Companion Loan, as their interests may appear or a copy of such assignment (if the applicable mortgage loan seller or its designee, rather than the trustee or certificate administrator, is responsible for the recording thereof);

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(v)     an original or copy of the assignment of all unrecorded documents relating to the Mortgage Loan, in favor of the trustee, for the benefit of the registered holders of the certificates and the holder of any related Companion Loan, as their interests may appear;

(vi)    originals or copies of final written modification, consolidation, assumption, written assurance and substitution agreements in those instances where the terms or provisions of the Mortgage Note for such Mortgage Loan (or, if applicable, any Mortgage Note of a Whole Loan) or the related Mortgage have been modified or the Mortgage Loan has been assumed or consolidated, 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;

(vii)    the original (which may be in the form of an electronically issued title policy) or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan or the related Serviced Whole Loan (or, if such policy has not been issued, a “marked up” pro forma title policy marked as binding and countersigned by the title insurer or its authorized agent, or an irrevocable, binding commitment to issue such title insurance policy);

(viii)   an original or copy of the related ground lease relating to such Mortgage Loan (or the related Serviced Whole Loan, if applicable), if any, and any ground lessor estoppel;

(ix)    an original or copy of the related Mortgage Loan agreement, if any;

(x)     an original of any guaranty under such Mortgage Loan or the related Whole Loan, if any;

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

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

(xiii)  an original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item is not included in the assignment described in clause (v)), in favor of the trustee for the benefit of the Certificateholders and the holder of the related Companion Loan, as their interests may appear;

(xiv)   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 Whole Loan or in favor of any assignee prior to the trustee, and an original UCC-3 assignment thereof, in form suitable for filing, in favor of the trustee (or, in each case, a copy thereof, certified to be the copy of such assignment submitted or to be submitted for filing);

(xv)    an original or copy of the lock box agreement or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;

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

(xvii)  an original or copy of any related environmental insurance policy or environmental guaranty relating to a Mortgage Loan or a Serviced Whole Loan;

(xviii) a copy of any letter of credit relating to such Mortgage Loan or the related Whole Loan and any related assignment thereof (with the original to be delivered to the master servicer);

(xix)  copies of any 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 issuing entity or the trustee the benefits of such comfort letter or (ii) if the related comfort letter contemplates that a request be made of the

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related franchisor to issue a replacement comfort letter for the benefit of the issuing entity or trustee, a copy of the notice requesting the issuance of such replacement comfort letter (the copy of such notice is required to be delivered by the applicable mortgage loan seller to the custodian for inclusion in the Mortgage File within the time period set forth in the PSA and/or estoppel letters relating to such Mortgage Loan or the related Serviced Whole Loan and any related assignment thereof)); and

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

provided that with respect to (A) any Mortgage Loan which is a Non-Serviced Mortgage Loan on the Closing Date, the foregoing documents (other than the documents described in clause (i) above) will be delivered to and held by the custodian under the related Non-Serviced PSA on or prior to the Closing Date and (B) any Servicing Shift Mortgage Loan, the foregoing documents will be delivered to the custodian on or prior to the Closing Date and such documents (other than the documents described in clause (i) above) will be transferred to the custodian related to the securitization that includes the related Controlling Companion Loan on or about the related Servicing Shift Securitization Date.

In addition, each mortgage loan seller will be required to deliver or cause to be delivered an electronic copy of the Diligence File for each of its Mortgage Loans within 60 days after the Closing Date to the depositor and the depositor will deliver to the certificate administrator an electronic copy of such Diligence Files to be posted to the secure data room.

“Diligence File” means with respect to each Mortgage Loan, if applicable, generally the following documents in electronic format:

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

(i)      (A) for each Mortgage Loan, the Mortgage Note, endorsed on its face or by allonge attached thereto, without recourse, to the order of the trustee or in blank (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 (B) if such Mortgage is part of a Serviced Whole Loan, the executed promissory note for each related Serviced Companion Loan;

(ii)     the Mortgage, together with any 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);

(iii)    any related assignment of leases (if such item is a document separate from the Mortgage) and any intervening assignments of such assignment of leases, in each case (unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office (if in the possession of the related mortgage loan seller);

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

(v)     the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or the related Serviced Whole Loan, if applicable) or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy;

(vi)     the related ground lease, if any, and any ground lessor estoppel;

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(vii)    the related loan agreement, if any;

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

(ix)    the related lockbox agreement or cash management agreement, if any;

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

(xi)    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;

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

(xiii)  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 copy of such assignment submitted or to be submitted for filing), if in the possession of the related mortgage loan seller;

(xiv)   any mezzanine loan intercreditor agreement;

(xv)    any related environmental insurance policy;

(xvi)   any related letter of credit and any related assignment thereof; and

(xvii)  any related franchise agreement, property management agreement or hotel management agreement and related comfort letters and/or estoppel letters, 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 mortgagor’s certificates of hazard insurance and/or hazard insurance policies or other applicable insurance policies (to the extent not previously included as part of this definition), if any, delivered in connection with the origination of the related Mortgage Loan;

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

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

(i)      a copy of the applicable mortgage loan seller’s asset summary;

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

(k)     a copy of all zoning reports;

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

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(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 origination settlement statement;

(r)      a copy of insurance summary report;

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

(t)      a copy of 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 the Mortgage Loan of that structure or type, taking into account whether or not such Mortgage Loan has any additional debt), the Diligence File will be required to include a statement to that effect. No information that is proprietary to the mortgage loan sellers or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis will constitute part of the Diligence File. It is generally 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 will be required to 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.

Each MLPA will contain certain representations and warranties of the related mortgage loan seller with respect to each Mortgage Loan sold by such mortgage loan seller. Those representations and warranties are set forth on Annex D-1 and Annex E-1, and will be made as of the Closing Date, or as of another date specifically provided in the representation and warranty, subject to certain exceptions to such representations and warranties as set forth on Annex D-2, Annex D-3 and Annex E-2.

If the depositor, the master servicer, the special servicer, the trustee, the certificate administrator or the operating advisor (solely in its capacity as operating advisor) discovers or receives notice alleging that any of the documents required to be included in the Mortgage File for any Mortgage Loan is missing from the Mortgage File or defective or if there is a breach of a representation or warranty relating to any Mortgage Loan, then such party is required to give notice of such omission, breach or defect to each other party to the PSA and the applicable mortgage loan seller. The master servicer (with respect to a non-Specially Serviced Loan) or special servicer (with respect to a Specially Serviced Loan), as applicable, will be required to determine whether such omission, breach or defect materially and adversely affects the value of the related Mortgage Loan, the value of the related REO Property or the interests of the trustee or any Certificateholders in the Mortgage Loan or REO Property or causes the Mortgage Loan to be other than a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of

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Treasury regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage (a “Material Defect”). The master servicer or the special servicer may (but will not be obligated to) consult with the master servicer or the special servicer regarding any determination of a Material Defect for a non-Specially Serviced Loan. The Enforcing Servicer will be required to give notice of any such Material Defect to the other parties to the PSA, the applicable mortgage loan seller and (for so long as no Consultation Termination Event is continuing), the Directing Holder.

The applicable mortgage loan seller will be required to, no later than 90 days following:

(x)       the earlier of (i) the mortgage loan seller’s discovery of the Material Defect and (ii) the mortgage loan seller’s receipt of notice of the Material Defect from any party listed above and receipt of a demand to take action with respect to such Material Defect, except in the case of the following clause (y); or

(y)       in the case of such Material Defect relating to a Mortgage Loan not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage, the discovery by any party to the PSA of such Material Defect,

(1)     cure such Material Defect in all material respects, at its own expense,

(2)     repurchase the affected Mortgage Loan or REO Loan at the Purchase Price, or

(3)     substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, as applicable, for which no substitution will be permitted) for such affected Mortgage Loan, and pay a shortfall amount in connection with such substitution; provided that no such substitution may occur on or after November 8, 2021;

provided, however, that the applicable mortgage loan seller will generally have an additional 90-day period to cure such Material Defect (or, failing such cure, to repurchase the affected Mortgage Loan or REO Loan or, if applicable, substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)), if it is diligently proceeding toward that cure, and has delivered to the master servicer, the special servicer, the certificate administrator, the trustee and the operating advisor, an officer’s certificate that describes the reasons such Material Defect was not cured within the initial 90-day period. Notwithstanding the foregoing, there will be no such 90-day extension, if such Material Defect would cause the related Mortgage Loan not to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage.

No delay in either the discovery of a Material Defect or in providing notice of such Material Defect will relieve the applicable mortgage loan seller of its obligation to repurchase the related Mortgage Loan unless (i) such mortgage loan seller did not otherwise discover or have knowledge of such Material Defect, (ii) such delay is the result of the failure by a party to the PSA to promptly provide prompt notice as required by the terms of the PSA after such party has actual knowledge of such defect or breach (knowledge will not be deemed to exist by reason of the custodian’s exception report) and such delay precludes the related mortgage loan seller from curing such Material Defect and (iii) such Material Defect did not relate to a Mortgage Loan not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified mortgage. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a borrower), healthcare facility, nursing home, assisted living facility, theater or fitness center (operated by a borrower), then the failure to deliver copies of the UCC financing statements with respect to such Mortgage Loan will not be a Material Defect.

If there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan, the applicable mortgage loan seller will not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release

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provisions in the related Mortgage Loan documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan documents and the related mortgage loan seller provides an opinion of counsel to the effect that such release would not (A) cause each Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax upon each Trust REMIC or the issuing entity and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.

Notwithstanding the foregoing, in lieu of a mortgage loan seller repurchasing, substituting or curing such Material Defect, to the extent that such mortgage loan seller and the special servicer (with the consent of the Directing Holder in respect of any Mortgage Loan that is not an applicable Excluded Loan and for so long as no Control Termination Event has occurred and is continuing) are able to agree upon a cash payment payable by the related mortgage loan seller to the issuing entity that would be deemed sufficient to compensate the issuing entity for such Material Defect (a “Loss of Value Payment”), the related mortgage loan seller may elect, in its sole discretion, to pay such Loss of Value Payment. The special servicer will determine the amount of any applicable Loss of Value Payment (with the consent of the Directing Holder in respect of any Mortgage Loan that is not an applicable Excluded Loan and for so long as no Control Termination Event has occurred and is continuing) and, in the case of any PSA Party Repurchase Request with respect to non-Specially Serviced Loans prior to the occurrence of a Resolution Failure, will communicate such amount to the master servicer for its enforcement action with the related mortgage loan seller. In connection with any such determination with respect to any non-Specially Serviced Loan, the master servicer will promptly provide the special servicer, but in any event within the time frame and in the manner provided in the PSA, with the servicing file and all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such non-Specially Serviced Loan and, if applicable, the related Serviced Companion Loan, either in the master servicer’s possession or otherwise reasonably available to the master servicer without undue burden or expense, and reasonably requested by the special servicer to the extent set forth in the PSA in order to permit the special servicer to calculate the Loss of Value Payment as set forth in the PSA. Upon its making such payment, the applicable mortgage loan seller will be deemed to have cured such Material Defect in all respects. A Loss of Value Payment may not be made with respect to any such Material Defect that would cause the applicable Mortgage Loan not to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage.

In addition, each MLPA provides that, with respect to any Non-Serviced Whole Loan, if a material document defect exists under the related Non-Serviced PSA, and the related mortgage loan seller repurchases the related Non-Serviced Companion Loan from the related non-serviced securitization trust, such seller is required to repurchase the related Non-Serviced Mortgage Loan; provided, however, that no such repurchase obligation will apply to any material document defect related solely to the promissory notes for any Pari Passu Companion Loan contained in the related non-serviced securitization trust.

With respect to any Mortgage Loan, the “Purchase Price” equals the sum of (1) the outstanding principal balance of such Mortgage Loan (or related REO Loan (excluding, for the purposes of a repurchase pursuant to the related MLPA, any related Companion Loan)), as of the date of purchase, (2) all accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (excluding, for such purpose, any related Companion Loan)) at the related Mortgage Rate in effect from time to time, to, but not including, the due date immediately preceding or coinciding with the Determination Date for the Collection Period of purchase, (3) all related unreimbursed Property Protection Advances (including any Property Protection Advances and advance interest amounts that were reimbursed out of general collections on the Mortgage Loans) (or, in the case of any Non-Serviced Mortgage Loan, the pro rata portion of any comparable amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Co-Lender Agreement), (4) all accrued and unpaid advance interest amounts in respect of related Advances (or, in the case of any Non-Serviced Mortgage Loan, all comparable amounts with respect to P&I Advances related to such Non-Serviced Mortgage Loan and, with respect to outstanding Property Protection Advances, the pro rata portion of any comparable amounts payable with respect thereto pursuant to the related Co-Lender Agreement), (5) any unpaid Special Servicing Fees, unpaid Asset Representations Reviewer Fees and any other unpaid additional trust fund expenses outstanding (which,

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for the avoidance of doubt, include any unpaid Workout Fees and Liquidation Fees) or previously incurred in respect of the related Mortgage Loan (or, in the case of any Non-Serviced Mortgage Loan, the pro rata portion of any comparable amounts allocable to such Mortgage Loan and payable with respect thereto pursuant to the related Co-Lender Agreement), and if such Mortgage Loan is being purchased by a mortgage loan seller pursuant to the related MLPA, all expenses incurred or to be incurred by the master servicer, the special servicer, the asset representations reviewer, the depositor, the certificate administrator and the trustee in respect of the breach or document defect giving rise to the repurchase or substitution obligation (to the extent not otherwise included in the amount described in clause (3) above), (6) if the applicable mortgage loan seller repurchases or substitutes for such Mortgage Loan, any related Asset Representations Reviewer Asset Review Fee to the extent not previously paid by such mortgage loan seller, and (7) if a mortgage loan seller repurchases or substitutes for such Mortgage Loan more than 90 days following the earlier of the responsible party’s discovery or receipt of notice of the subject material breach or material document defect, as the case may be, a Liquidation Fee.

A “Qualified Substitute Mortgage Loan” is a substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will be permitted) replacing a Mortgage Loan with respect to which a material breach or document defect exists that must, on the date of substitution:

(a)     have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the due date in the calendar month during which the substitution occurs;

(b)     have a Mortgage Rate not less than the Mortgage Rate of the removed Mortgage Loan (determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan);

(c)     have the same due date and a grace period no longer than that of the removed Mortgage Loan;

(d)     accrue interest on the same basis as the removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months);

(e)     have a remaining term to stated maturity not greater than, and not more than two years less than, the remaining term to stated maturity of the removed Mortgage Loan;

(f)      have a then-current loan-to-value ratio equal to or less than the lesser of (i) the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and (ii) 75%, in each case using a “value” for the Mortgaged Property as determined using an appraisal conducted by an appraiser who is an MAI prepared in accordance with the requirements of the FIRREA;

(g)     comply (except in a manner that would not be adverse to the interests of the Certificateholders) as of the date of substitution in all material respects with all of the representations and warranties set forth in the related MLPA;

(h)     have an environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and that will be delivered as a part of the related Mortgage File;

(i)      have a then-current debt service coverage ratio at least equal to the greater of (i) the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and (ii) 1.25x;

(j)      constitute a “qualified replacement mortgage” within the meaning of Code Section 860G(a)(4) as evidenced by an opinion of counsel (provided at the applicable mortgage loan seller’s expense);

(k)     not have a maturity date or an amortization period that extends to a date that is after the date two years prior to the Rated Final Distribution Date;

(l)      have comparable prepayment restrictions to those of the removed Mortgage Loan;

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(m)    not be substituted for a removed Mortgage Loan unless the trustee and the certificate administrator have received a Rating Agency Confirmation from each of the Rating Agencies (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable mortgage loan seller);

(n)     have been approved, so long as a Control Termination Event has not occurred and is not continuing and the affected Mortgage Loan is not an applicable Excluded Loan, by the Directing Holder;

(o)     prohibit defeasance within two years of the Closing Date;

(p)     not be substituted for a removed Mortgage Loan if it would result in the termination of the REMIC status of any Trust REMIC or the imposition of tax on any Trust REMIC or the issuing entity other than a tax on income expressly permitted or contemplated to be imposed by the terms of the PSA, as determined by an opinion of counsel;

(q)     have an engineering report that indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property that will be delivered as a part of the related servicing file; and

(r)      be current in the payment of all scheduled payments of principal and interest then due.

In the event that more than one Mortgage Loan is substituted for a removed Mortgage Loan, then (x) the amounts described in clause (a) are required to be determined on the basis of aggregate principal balances and (y) each such proposed Qualified Substitute Mortgage Loan must individually satisfy each of the requirements specified in clauses (b) through (r) of the preceding sentence, except (z) the rates described in clause (b) above and the remaining term to stated maturity referred to in clause (e) above are required to be determined on a weighted average basis, provided that no individual Mortgage Rate (net of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC^® Intellectual Property Royalty License Fee Rate and, in the case of a Non-Serviced Mortgage Loan, the related primary servicing fee rate) may be lower than the highest fixed Pass-Through Rate (not based on or subject to a cap equal to the WAC Rate) of any class of Principal Balance Certificates having a principal balance then-outstanding. When a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable mortgage loan seller will be required to certify that the Mortgage Loan meets all of the requirements of the above definition and send the certification to the trustee the certificate administrator and, prior to the occurrence of a Consultation Termination Event, the Directing Holder.

The cure, repurchase and substitution obligations or the obligation to pay the Loss of Value Payment described above will constitute the sole remedy available to the Certificateholders in connection with a material breach of any representation or warranty or a material document defect with respect to any Mortgage Loan. None of the depositor, the underwriters, the master servicer, the special servicer, the trustee, the certificate administrator or any other person will be obligated to repurchase or replace any affected Mortgage Loan or make a Loss of Value Payment in connection with a breach of any of the representations and warranties or a document defect if the applicable mortgage loan seller defaults on its obligations to do so. We cannot assure you that a mortgage loan seller will have sufficient assets to repurchase or substitute a Mortgage Loan if required to do so.

Dispute Resolution Provisions

Each mortgage loan seller will be subject to the dispute resolution provisions described under “Pooling and Servicing Agreement—Dispute Resolution Provisions” to the extent those provisions are triggered with respect to any mortgage loan sold to the depositor by the related mortgage loan seller and will be obligated under the related MLPA to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result.

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Asset Review Obligations

Each mortgage loan seller will be obligated to perform its obligations described under “Pooling and Servicing Agreement—The Asset Representations Reviewer—Asset Review” relating to any Asset Reviews performed by the asset representations reviewer, and each mortgage loan seller will have the rights described under that heading.

Pooling and Servicing Agreement

General

The servicing and administration of the Serviced Mortgage Loans, any related Serviced Companion Loans and any related REO Properties (including any interest of the holder of any Companion Loan in the REO Property acquired with respect to any Serviced Whole Loan) will be governed by the PSA and any related Co-Lender Agreement.

Each Non-Serviced Mortgage Loan, any related Non-Serviced Companion Loans and any related REO Properties (including the issuing entity’s interest in any REO Property acquired with respect to any Non-Serviced Whole Loan) will be serviced by the related Non-Serviced Master Servicer and the related Non-Serviced Special Servicer under the related Non-Serviced PSA in accordance with such Non-Serviced PSA and the related Co-Lender Agreement. Unless otherwise specifically stated and except where the context otherwise indicates (such as with respect to P&I Advances), discussions in this section or in any other section of this prospectus regarding the servicing and administration of the Mortgage Loans should be deemed to include the servicing and administration of any related Serviced Companion Loans but do not include any Non-Serviced Mortgage Loan, any related Non-Serviced Companion Loan and any related REO Property.

The following summaries describe certain provisions of the PSA relating to the servicing and administration of the Mortgage Loans (excluding any Non-Serviced Mortgage Loan), any related Companion Loans and any related REO Properties. In the case of the Serviced Whole Loans, certain provisions of the related Co-Lender Agreement are described under “Description of the Mortgage Pool—The Whole Loans”.

Certain provisions of each Non-Serviced PSA relating to the servicing and administration of the related Non-Serviced Mortgage Loan, the related Non-Serviced Companion Loan and the related REO Properties and the related Co-Lender Agreement are summarized under “Description of the Mortgage Pool—The Whole Loans” above and “—Servicing of the Non-Serviced Mortgage Loans” below.

As to particular servicing matters, the discussion under this heading “Pooling and Servicing Agreement” is applicable with respect to any Servicing Shift Whole Loan only while the PSA governs the servicing of such Servicing Shift Whole Loan. As described in “Risk Factors—Risks Related to Conflicts of Interest —The Servicing of the Servicing Shift Whole Loans Will Shift to Other Servicers”, on or after the related Servicing Shift Securitization Date, each Servicing Shift Whole Loan will be serviced pursuant to the related Servicing Shift PSA, and the provisions of the related Servicing Shift PSA may be different than the terms of the PSA, although each Servicing Shift Whole Loan will still need to be serviced in compliance with the requirements of the related Co-Lender Agreement, as described in “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “—The Non-Serviced Pari Passu Whole Loans”.

The PSA does not include an obligation for any party of the PSA to advise a Certificateholder with respect to its rights and protections relative to the issuing entity.

Assignment of the Mortgage Loans

The depositor will purchase the Mortgage Loans to be included in the issuing entity on or before the Closing Date from each of the mortgage loan sellers pursuant to separate MLPAs. See “Transaction

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Parties—The Sponsors and Mortgage Loan Sellers” and “Description of the Mortgage Loan Purchase Agreements”.

On the Closing Date, the depositor will sell, transfer or otherwise convey, assign or cause the assignment of the Mortgage Loans, without recourse, together with the depositor’s rights and remedies against the mortgage loan sellers under the MLPAs, to the trustee, for the benefit of the holders of the certificates. On or prior to the Closing Date, the depositor will require each mortgage loan seller to deliver to the certificate administrator, in its capacity as custodian, the Mortgage Notes and certain other documents and instruments with respect to each Serviced Mortgage Loan or Serviced Whole Loan. The custodian will hold such documents in trust for the benefit of the holders of the certificates. The custodian is obligated to review certain documents for each Mortgage Loan within 60 days of the Closing Date and report any missing documents or certain types of document defects to the parties to the PSA and the Directing Holder (so long as no Consultation Termination Event has occurred and other than in respect of any applicable Excluded Loan) and the mortgage loan seller.

In addition, pursuant to the related MLPA, each mortgage loan seller will be required to deliver (or cause to be delivered) an electronic copy of the Diligence Files for each of its Mortgage Loans within 60 days after the Closing Date to the depositor by uploading such Diligence Files to the designated Intralinks website, and the depositor will deliver to the certificate administrator an electronic copy of such Diligence Files to be posted to the secure data room.

Pursuant to the PSA, the depositor will assign to the trustee for the benefit of Certificateholders the representations and warranties made by the mortgage loan sellers to the depositor in the MLPAs and any rights and remedies that the depositor has against the mortgage loan sellers under the MLPAs with respect to any Material Defect. See “—Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA” below and “Description of the Mortgage Loan Purchase Agreements”.

Servicing Standard

The master servicer and the special servicer will each be required to diligently service and administer the Mortgage Loans (excluding any Non-Serviced Mortgage Loan), any related Serviced Companion Loans and the related REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan), for which it is responsible in accordance with applicable law, the terms of the PSA, the Mortgage Loan documents, and the related Co-Lender Agreements and, to the extent consistent with the foregoing, in accordance with the higher of the following standards of care:

(1) the same manner in which, and with the same care, skill, prudence and diligence with which the master servicer or the special servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, and

(2) the same care, skill, prudence and diligence with which the master servicer or the special servicer, as the case may be, services and administers similar mortgage loans owned by the master servicer or the special servicer,

as the case may be, with a view to; (A) the timely recovery of all payments or principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property, the maximization of timely recovery of principal and interest on a net present value basis on the Mortgage Loans and any related Serviced Companion Loans, and the best interests of the issuing entity and the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) (and, in the case of any Whole Loan, the best interests of the issuing entity, the Certificateholders and the holder of any related Companion Loan (as a collective whole as if such Certificateholders and the holder or holders of any related Companion Loan constituted a single lender), taking into account the pari passu or subordinate nature of any related Companion Loan) as determined by the master servicer or the special servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards of practice of prudent, institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest arising from:

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(A) any relationship that the master servicer or the special servicer, as the case may be, or any of their respective affiliates, as the case may be, may have with any of the underlying borrowers, the sponsors, the mortgage loan sellers, the originators, any party to the PSA or any affiliate of the foregoing;

(B) the ownership of any certificate (or any interest in any Companion Loan, mezzanine loan or subordinate debt relating to a Mortgage Loan) by the master servicer or the special servicer, as the case may be, or any of their respective affiliates;

(C) the obligation, if any, of the master servicer to make Advances;

(D) the right of the master servicer or the special servicer, as the case may be, or any of its affiliates to receive compensation or reimbursement of costs under the PSA generally or with respect to any particular transaction;

(E) the ownership, servicing or management for others of (i) any Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan or (ii) any other mortgage loans, subordinate debt, mezzanine loans or properties not covered by the PSA or held by the issuing entity by the master servicer or special servicer, as the case may be, or any of its affiliates;

(F) any debt that the master servicer or the special servicer, as the case may be, or any of its affiliates, has extended to any underlying borrower or an affiliate of any borrower (including, without limitation, any mezzanine financing);

(G) any option to purchase any Mortgage Loan or any related Companion Loan the master servicer or special servicer, as the case may be, or any of their affiliates, may have; and

(H) any obligation of the master servicer, the special servicer, or one of their respective affiliates, to repurchase or substitute for a Mortgage Loan as a mortgage loan seller (if the master servicer or the special servicer or any of their respective affiliates is a mortgage loan seller) (the foregoing, collectively referred to as the “Servicing Standard”).

All net present value calculations and determinations made under the PSA with respect to any Mortgage Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard” set forth above) will be made in accordance with the Mortgage Loan documents or, in the event the Mortgage Loan documents are silent, by using a discount rate (i) for principal and interest payments 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 related borrower on similar non-defaulted debt of the related borrower as of such date of determination, (2) the 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 appraisal (or updated appraisal) of the related Mortgaged Property.

In the case of any Non-Serviced Mortgage Loan, the master servicer and the special servicer will be required to act in accordance with the Servicing Standard with respect to any action required to be taken regarding such Non-Serviced Mortgage Loan pursuant to their respective obligations under the PSA.

Subservicing

The master servicer may delegate and/or assign some or all of their respective servicing obligations and duties with respect to some or all of the Serviced Mortgage Loans and any Serviced Companion Loan to one or more third-party sub-servicers provided that the master servicer will remain obligated under the PSA. A sub-servicer may be an affiliate of the depositor, the master servicer or the special servicer.

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Each sub-servicing agreement between the master servicer and a sub-servicer (a “Sub-Servicing Agreement”) will generally be required to provide that (i) if for any reason the master servicer is no longer acting in that capacity (including, without limitation, by reason of a Servicer Termination Event), the trustee or any successor master servicer may assume or terminate such party’s rights and obligations under such Sub-Servicing Agreement and (ii) the sub-servicer will be in default under such Sub-Servicing Agreement and such Sub-Servicing Agreement will be terminated (following the expiration of any applicable grace period) if the sub-servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the master servicer pursuant to the PSA or such Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the depositor is a party to, (B) to perform in any material respect any of its covenants or obligations contained in such Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required in order for any party to the PSA to perform its obligations under the PSA or under the Exchange Act reporting requirements of any other pooling and servicing agreement that the depositor is a party to or (C) to perform other covenants and obligations set forth in such Sub-Servicing Agreement in accordance with the terms of such Sub-Servicing Agreement. The master servicer will be required to monitor the performance of sub-servicers retained by it and will have the right to remove a sub-servicer retained by it (other than any sub-servicer retained by it at the request of a mortgage loan seller, which is only removable for cause) at any time it considers removal to be in the best interests of Certificateholders. However, no sub-servicer will be permitted under any Sub-Servicing Agreement to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents, without the consent of the master servicer. The master servicer’s consent may also be required for certain other servicing decisions as provided in the related Sub-Servicing Agreement.

Generally, the master servicer will be solely liable for all fees owed by it to any sub-servicer retained by the master servicer, without regard to whether the master servicer’s compensation pursuant to the PSA is sufficient to pay those fees. Each sub-servicer will be required to be reimbursed by the master servicer for certain expenditures which such sub-servicer makes, generally to the same extent the master servicer would be reimbursed under the PSA.

Advances

P&I Advances

On the business day immediately preceding each Distribution Date (the “Master Servicer Remittance Date”), except as otherwise described below, the master servicer will be obligated, unless determined to be nonrecoverable as described below, to make advances (each, a “P&I Advance”) out of its own funds or, subject to the replacement of those funds as provided in the PSA, certain funds held in the Collection Account that are not required to be part of the Available Funds for that Distribution Date, in an amount equal to (but subject to reduction as described below) the aggregate of:

(1) all Periodic Payments (other than balloon payments) (net of any applicable Servicing Fees) that were due on the Mortgage Loans (including any Non-Serviced Mortgage Loans) and any REO Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and not received as of the business day preceding the Master Servicer Remittance Date; and

(2) in the case of each Mortgage Loan delinquent in respect of its balloon payment as of the Master Servicer Remittance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the balloon payment would have been past due), an amount equal to its Assumed Scheduled Payment.

The master servicer’s obligations to make P&I Advances in respect of any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) will continue, except if a determination as to non-recoverability is made, through and up to liquidation of the Mortgage Loan or disposition of the REO Property, as the case may be. However, no interest will accrue on any P&I Advance made with respect to a Mortgage Loan unless the related Periodic

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Payment is received after the related Due Date has passed and any applicable grace period has expired or if the related Periodic Payment is received after the Determination Date but on or prior to the Master Servicer Remittance Date. To the extent that the master servicer fails to make a P&I Advance that it is required to make under the PSA, the trustee will be required to make the required P&I Advance in accordance with the terms of the PSA.

If an Appraisal Reduction Amount has been assessed with respect to any Mortgage Loan (or, in the case of any Non-Serviced Whole Loan, an appraisal reduction has been made in accordance with the related Non-Serviced PSA and the master servicer has notice of such appraisal reduction amount), then the interest portion of any P&I Advance in respect of that Mortgage Loan for the related Distribution Date will be reduced (there will be no reduction in the principal portion, if any, of such P&I Advance) to equal the product of (x) the amount of the interest portion of the P&I Advance for that Mortgage Loan for the related Distribution Date without regard to this sentence, and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of that Mortgage Loan immediately prior to the related Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of any Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of that Mortgage Loan immediately prior to the related Distribution Date.

Neither the master servicer nor the trustee will make or be permitted to make a P&I Advance for balloon payments, default interest, late payment charges, yield maintenance charges or prepayment premiums, or with respect to any Companion Loan.

Advances are intended to maintain a regular flow of scheduled interest and principal payments to holders of the class or classes of certificates entitled thereto, and are not credit support for the certificates and will not act to guarantee or insure against losses on the mortgage loans or otherwise.

Property Protection Advances

In addition to P&I Advances, except as otherwise described under “—Recovery of Advances” below and except in certain limited circumstances described below, the master servicer will also be obligated (subject to the limitations described in this prospectus), to make advances (“Property Protection Advances” and, collectively with P&I Advances, “Advances”) in connection with the servicing and administration of any Serviced Mortgage Loan and related Companion Loan, as applicable, in respect of which a default, delinquency or other unanticipated event has occurred or is reasonably foreseeable, or, in connection with the servicing and administration of any Mortgaged Property or REO Property, in order to pay delinquent real estate taxes, assessments and hazard insurance premiums and to cover other similar costs and expenses necessary to preserve the priority of or enforce the related Mortgage Loan documents or to protect, lease, manage and maintain the related Mortgaged Property. To the extent that the master servicer fails to make a Property Protection Advance that it is required to make under the PSA and the trustee has received notice or otherwise has actual knowledge of this failure, the trustee will be required to make the required Property Protection Advance in accordance with the terms of the PSA.

However, none of the master servicer, the special servicer or the trustee will make or be permitted to make any Property Protection Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Serviced Subordinate Companion Loan under the related Co-Lender Agreement or the PSA.

The special servicer will have no obligation to make any Property Protection Advances. However, in an urgent or emergency situation requiring the making of a Property Protection Advance, the special servicer may make such Property Protection Advance, and the master servicer will be required to reimburse the special servicer for such Advance (with interest on that Advance) within a specified number of days as set forth in the PSA, unless such Advance is determined to be nonrecoverable by the master servicer in its reasonable judgment (in which case it will be reimbursed out of the collection account). Once the special servicer is reimbursed, the master servicer will be deemed to have made the special servicer’s Property Protection Advance as of the date made by the special servicer, and will be entitled to reimbursement with interest on that Advance in accordance with the terms of the PSA.

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No Property Protection Advances will be made with respect to any Serviced Whole Loan if the related Mortgage Loan is no longer held by the issuing entity or if such Serviced Whole Loan is no longer serviced under the PSA and no Property Protection Advances will be made for any Non-Serviced Whole Loan under the PSA. Any requirement of the master servicer or the trustee to make an Advance in the PSA is intended solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such person the risk of loss with respect to one or more Mortgage Loans or any related Companion Loan.

The master servicer will also be obligated to make Property Protection Advances with respect to Serviced Whole Loans. With respect to any Non-Serviced Whole Loan, the applicable servicer under the related Non-Serviced PSA will be obligated to make property protection advances with respect to such Non-Serviced Whole Loan. See “—Servicing of the Non-Serviced Mortgage Loans” below and “Description of the Mortgage Pool—The Whole Loans”.

Nonrecoverable Advances

Notwithstanding the foregoing, none of the master servicer, the special servicer or the trustee will be obligated to make any Advance that it determines in its reasonable judgment would, if made, not be recoverable (including recovery of interest on the Advance) out of Related Proceeds (a “Nonrecoverable Advance”). In addition, the special servicer may, at its option, make a determination in accordance with the Servicing Standard that any P&I Advance or Property Protection Advance, if made, would be a Nonrecoverable Advance, and if it makes such a determination, must deliver to the master servicer (and, with respect to a Serviced Whole Loan, to any master servicer or special servicer under the pooling and servicing agreement governing any securitization trust into which the related Serviced Pari Passu Companion Loan is deposited, and, with respect to any Non-Serviced Mortgage Loan, the related master servicer under the related Non-Serviced PSA), the certificate administrator, the trustee, the operating advisor and the 17g-5 Information Provider notice of such determination, which determination will be binding upon the master servicer and the trustee. No special servicer will have any obligation to make an affirmative determination that any P&I Advance or Property Protection Advance is, or would be, recoverable; however, if the special servicer makes any such determination, such determination will not be binding upon the master servicer or the trustee. In the absence of a determination by the special servicer that such an Advance is non-recoverable, each such decision will remain with the master servicer or the trustee, as applicable. If the special servicer makes a determination that only a portion, and not all, of any previously made or proposed P&I Advance or Property Protection Advance is non-recoverable, the master servicer and the trustee will have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed P&I Advance or Property Protection Advance is non-recoverable.

In making such non-recoverability determination, each person will be entitled to consider (among other things): (a) the obligations of the borrower under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified, (b) the related Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (c) estimated future expenses and (d) estimated timing of recoveries, and will be entitled to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by the master servicer or the trustee, in light of the fact that Related Proceeds are a source of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance. In addition, any such person may update or change its recoverability determinations (but not reverse any other person’s determination that an Advance is non-recoverable) at any time and may obtain, promptly upon request, from the special servicer at the expense of the issuing entity any analysis, appraisals or market value estimates or other information for such purposes. Absent bad faith, any non-recoverability determination described in this paragraph will be conclusive and binding on the Certificateholders, and will be binding upon, the master servicer and the trustee. Nonrecoverable Advances will represent a portion of the losses to be borne by the Certificateholders.

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With respect to any Non-Serviced Whole Loan, if any servicer under the related Non-Serviced PSA determines that a principal and interest advance with respect to the related Non-Serviced Companion Loan, if made, would be non-recoverable, such determination will not be binding on the master servicer and the trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Mortgage Loan; provided, however, the master servicer and the trustee may rely on the non-recoverability determination of the other master servicer or other trustee under the related Non-Serviced PSA. Similarly, with respect to any Non-Serviced Mortgage Loan, if the master servicer or the special servicer determines that any P&I Advance with respect to such Non-Serviced Mortgage Loan, if made, would be non-recoverable, such determination will not be binding on the related master servicer and related trustee under the related Non-Serviced PSA as such determination relates to any proposed P&I Advance with respect to any related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides otherwise); provided, however, the other master servicer and other trustee under the related Non-Serviced PSA may rely on the non-recoverability determination of the master servicer or the trustee.

Recovery of Advances

The master servicer, the special servicer or the trustee, as applicable, will be entitled to recover (a) any Property Protection Advance made out of its own funds from any amounts collected in respect of a Mortgage Loan (or, consistent with the related Co-Lender Agreement, a Serviced Whole Loan) or REO Loan as to which such Property Protection Advance was made, and (b) any P&I Advance made out of its own funds from any amounts collected in respect of a Mortgage Loan or REO Loan as to which such P&I Advance was made, whether in the form of late payments, insurance and condemnation proceeds, liquidation proceeds or otherwise from the related Mortgage Loan (“Related Proceeds”). Each of the master servicer, the special servicer and the trustee will be entitled to recover any Advance by it that it subsequently determines to be a Nonrecoverable Advance out of general collections relating to the Mortgage Loans on deposit in the Collection Account (first from principal collections and then from any other collections). Amounts payable in respect of each Serviced Companion Loan pursuant to the related Co-Lender Agreement will not be available for distributions on the certificates or for the reimbursement of Nonrecoverable Advances that are P&I Advances of principal or interest with respect to the related Mortgage Loan. However, amounts payable in respect of each Serviced Companion Loan will be available, in accordance with the PSA and related Co-Lender Agreement, for the reimbursement of any Property Protection Advances with respect to the related Serviced Whole Loan. Notwithstanding the above, with respect to a Property Protection Advance on a Serviced Whole Loan the master servicer will be entitled to reimbursement first, out of amounts allocable to any Subordinate Companion Loan(s), then, from amounts that would have been allocable to the holder of the related Mortgage Loan and any related Serviced Pari Passu Companion Loan, on a pro rata basis (based on each such loan’s outstanding principal balance), and then, if the Property Protection Advance is a Nonrecoverable Advance, from general collections of the issuing entity; provided that the master servicer will be required, after receiving payment from amounts on deposit in the Collection Account, if any, to (i) promptly notify the holder of any related Companion Loan and (ii) use commercially reasonable efforts to exercise on behalf of the issuing entity the rights of the issuing entity under the related Co-Lender Agreement to obtain reimbursement for a pro rata portion of such amount allocable to any related Pari Passu Companion Loans from the holders of such Companion Loans.

If the funds in the Collection Account relating to the Mortgage Loans allocable to principal on the Mortgage Loans are insufficient to fully reimburse the party entitled to reimbursement, then such party as an accommodation may elect, on a monthly basis, at its sole option and discretion to defer reimbursement of the portion that exceeds such amount allocable to principal (in which case interest will continue to accrue on the unreimbursed portion of the advance) for a time as required to reimburse the excess portion from principal for a consecutive period up to 12 months (provided that, with respect to any Mortgage Loan other than an applicable Excluded Loan, any such deferral exceeding 6 months will require, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Holder) and any election to so defer will be deemed to be in accordance with the Servicing Standard; provided that no such deferral may occur at any time to the extent that amounts otherwise distributable as principal are available for such reimbursement.

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In connection with a potential election by the master servicer or the trustee to refrain from the reimbursement of all or a portion of a particular Nonrecoverable Advance during the one month collection period ending on the related Determination Date for any Distribution Date, the master servicer or the trustee will be authorized to wait for principal collections on the Mortgage Loans to be received until the end of such collection period before making its determination of whether to refrain from the reimbursement of all or a portion of a particular Nonrecoverable Advance; provided, however, that if, at any time the master servicer or the trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one month collection period will exceed the full amount of the principal portion of general collections deposited in the Collection Account for such Distribution Date, then the master servicer or the trustee, as applicable, will be required to use its reasonable efforts to give the 17g-5 Information Provider 15 days’ notice of such determination for posting on the 17g-5 Information Provider’s website, unless extraordinary circumstances make such notice impractical, and thereafter will be required to deliver copies of such notice to the 17g-5 Information Provider as soon as practical. Notwithstanding the foregoing, failure to give such notice will in no way affect the master servicer’s or the trustee’s election whether to refrain from obtaining such reimbursement.

Each of the master servicer, the special servicer and the trustee will be entitled to recover any Advance that is outstanding at the time that a Mortgage Loan is modified but is not repaid in full by the borrower in connection with such modification but becomes an obligation of the borrower to pay such amounts in the future (such Advance, together with interest on that Advance, a “Workout-Delayed Reimbursement Amount”) out of principal collections on the Mortgage Loans in the Collection Account.

Any amount that constitutes all or a portion of any Workout-Delayed Reimbursement Amount may in the future be determined to constitute a Nonrecoverable Advance and thereafter will be recoverable as any other Nonrecoverable Advance.

In connection with its recovery of any Advance, each of the master servicer, the special servicer and the trustee will be entitled to be paid, out of any amounts relating to the Mortgage Loans then on deposit in the Collection Account, interest at the Prime Rate (the “Reimbursement Rate”) accrued on the amount of the Advance from the date made to, but not including, the date of reimbursement. Neither the master servicer nor the trustee will be entitled to interest on P&I Advances that accrues before the related due date has passed and any applicable grace period has expired. The “Prime Rate” will be the prime rate, for any day, set forth in The Wall Street Journal, New York edition.

See “—Servicing of the Non-Serviced Mortgage Loans” for reimbursements of property protection advances made in respect of each Non-Serviced Whole Loan under the related Non-Serviced PSA.

Accounts

The master servicer is required to establish and maintain, or cause to be established and maintained, one or more accounts and subaccounts (collectively, the “Collection Account”) in its own name on behalf of the trustee and for the benefit of the Certificateholders. The master servicer is required to deposit in the Collection Account (and in no event later than the 2nd business day following receipt of properly identified and available funds) all payments and collections due after the Cut-off Date and other amounts received or advanced with respect to the Mortgage Loans (including, without limitation, all proceeds (the “Insurance and Condemnation Proceeds”) received under any hazard, title or other insurance policy that provides coverage with respect to a Mortgaged Property or the related Mortgage Loan or in connection with the full or partial condemnation of a Mortgaged Property (other than proceeds applied to the restoration of the Mortgaged Property or released to the related borrower in accordance with the Servicing Standard (or, if applicable, the special servicer) and/or the terms and conditions of the related Mortgage) and all other amounts received and retained in connection with the liquidation of any Mortgage Loan that is defaulted and any related defaulted Companion Loans or property acquired by foreclosure or otherwise (the “Liquidation Proceeds”)) together with the net operating income (less reasonable reserves for future expenses) derived from the operation of any REO Properties. Notwithstanding the foregoing, the collections on the Whole

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Loans deposited into the Collection Account will be limited to the portion of such amounts that are payable to the holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement.

The master servicer will also be required to establish and maintain a segregated custodial account (the “Serviced Whole Loan Custodial Account”) with respect to each Serviced Whole Loan, which may be a sub-account of the Collection Account, and deposit amounts collected in respect of each Serviced Whole Loan in the related Serviced Whole Loan Custodial Account. The issuing entity will only be entitled to amounts on deposit in a Serviced Whole Loan Custodial Account to the extent these funds are not otherwise payable to the holder of a related Serviced Companion Loan or payable or reimbursable to any party to the PSA. Any amounts in a Serviced Whole Loan Custodial Account to which the issuing entity is entitled will be transferred on a monthly basis to the Collection Account.

With respect to each Distribution Date, on the related Master Servicer Remittance Date, the master servicer will be required to disburse from the Collection Account and remit to the certificate administrator for deposit into the Lower-Tier REMIC Distribution Account in respect of the related Mortgage Loans, to the extent of funds on deposit in the Collection Account, the Available Funds for such Distribution Date and any yield maintenance charges or prepayment premiums received as of the related Determination Date. The certificate administrator is required to establish and maintain various accounts, including a “Lower-Tier REMIC Distribution Account” and an “Upper-Tier REMIC Distribution Account”, each of which may be sub-accounts of a single account (collectively, the “Distribution Accounts”), in its own name on behalf of the trustee and for the benefit of the Certificateholders.

On each Distribution Date, the certificate administrator is required to apply amounts on deposit in the Upper-Tier REMIC Distribution Account (which will include all funds that were remitted by the master servicer from the Collection Account), plus, among other things, any related P&I Advances less amounts, if any, distributable to the Class R certificates as set forth in the PSA generally to make distributions of interest and principal from Available Funds to the holders of the Regular Certificates, as described under “Description of the Certificates—Distributions”.

The certificate administrator is also required to establish and maintain an account (the “Interest Reserve Account”) which may be a sub-account of the Distribution Account, in its own name on behalf of the trustee for the benefit of the Certificateholders. On the Master Servicer Remittance Date occurring each February and on any Master Servicer Remittance Date occurring in any January which occurs in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), the certificate administrator will be required to deposit amounts remitted by the master servicer or P&I Advances made on the related Mortgage Loans into the Interest Reserve Account during the related interest period, in respect of the Mortgage Loans that accrue interest on an Actual/360 Basis (collectively, the “Actual/360 Loans”), in an amount equal to one day’s interest at the Net Mortgage Rate for each such Actual/360 Loan on its Stated Principal Balance and as of the Distribution Date in the month preceding the month in which the Master Servicer Remittance Date occurs, to the extent a Periodic Payment or P&I Advance or other deposit is made in respect of the Mortgage Loans (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld Amounts”). On the Master Servicer Remittance Date occurring each March (or February, if the related Distribution Date is the final Distribution Date), the certificate administrator will be required to withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January (if applicable) and February, if any, and deposit that amount into the Lower-Tier REMIC Distribution Account.

The certificate administrator may be required to establish and maintain accounts (the “Gain-on-Sale Reserve Account”) which may be a sub-account of the Distribution Account, in its own name on behalf of the trustee for the benefit of the Certificateholders. To the extent that any gains are realized on sales of Mortgaged Properties (or, with respect to any Whole Loan, the portion of such amounts that are payable on the related Mortgage Loan pursuant to the related Co-Lender Agreement), such gains will be deposited into the Gain-on-Sale Reserve Account.

Amounts in the Gain-on-Sale Reserve Account will be applied on each Distribution Date to reimburse the Regular Certificates up to an amount equal to all Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the Available Funds for such Distribution Date. To the extent

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not so applied, such gains will be held and applied to offset future Realized Losses, if any (as determined by the special servicer). Upon termination of the issuing entity, any remaining amounts in the Gain-on-Sale Reserve Account and the Gain-on-Sale Reserve Account will be distributed on the Class R certificates.

Other accounts to be established pursuant to the PSA are one or more segregated custodial accounts (the “REO Account”) for collections from REO Properties. Each REO Account will be maintained by the special servicer in its own name on behalf of the trustee and for the benefit of the Certificateholders.

The Collection Account, the Serviced Whole Loan Custodial Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Account are collectively referred to as the “Securitization Accounts” (but with respect to any Whole Loan, only to the extent of the issuing entity’s interest in the Whole Loan). Each of the foregoing accounts will be held at a depository institution or trust company meeting the requirements of the PSA.

Amounts on deposit in the foregoing accounts may be invested in certain United States government securities and other investments meeting the requirements of the PSA (“Permitted Investments”). Interest or other income earned on funds in the accounts maintained by the master servicer, the certificate administrator or the special servicer, as the case may be, will be payable to such person as additional compensation, and such person will be required to bear any losses resulting from their investment of such funds.

Withdrawals from the Collection Account

The master servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection Account, exclusive of the Serviced Whole Loan Custodial Account that may be a subaccount of the Collection Account) for any of the following purposes, in each case only to the extent permitted under the PSA and with respect to the Serviced Whole Loan, subject to the terms of the related Co-Lender Agreement, without duplication (the order set forth below not constituting an order of priority for such withdrawals):

(i)      to remit on each Master Servicer Remittance Date (A) to the certificate administrator for deposit into the Lower-Tier REMIC Distribution Account certain portions of the Available Funds and any prepayment premiums or yield maintenance charges attributable to the Mortgage Loans on the related Distribution Date, or (B) to the certificate administrator for deposit into the Interest Reserve Account an amount required to be withheld as described above under “—Accounts”;

(ii)     to pay or reimburse the master servicer, the special servicer and the trustee, as applicable, pursuant to the terms of the PSA for Advances made by any of them and interest on Advances (the master servicer’s, the special servicer’s or the trustee’s respective right, as applicable, to reimbursement for items described in this clause (ii) being limited as described above under “—Advances”) (provided that with respect to each Serviced Whole Loan, such reimbursements are subject to the terms of the related Co-Lender Agreement);

(iii)    to pay to the master servicer (or, with respect to any excess servicing strip, to pay Midland if Midland is no longer the master servicer, any such excess servicing strip pursuant to the PSA) and the special servicer, as compensation, the aggregate unpaid servicing compensation;

(iv)     to pay to the operating advisor the Operating Advisor Consulting Fee (but only to the extent actually received from the related borrower) or the Operating Advisor Fee;

(v)      to pay to the asset representations reviewer the Asset Representations Reviewer Fee and any unpaid Asset Representations Reviewer Asset Review Fee to the extent payable as a trust fund expense;

(vi)     to reimburse the trustee, the special servicer and the master servicer, as applicable, for certain Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts;

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(vii)    to reimburse the master servicer, the special servicer or the trustee, as applicable, for any unreimbursed expenses reasonably incurred with respect to each related Mortgage Loan that has been repurchased or substituted by such person pursuant to the PSA or otherwise;

(viii)   to reimburse the master servicer, the special servicer, the asset representations reviewer or the trustee for any unreimbursed expenses reasonably incurred by such person in connection with the enforcement of the applicable mortgage loan seller’s obligations under the applicable section of the related MLPA;

(ix)    to pay for any unpaid costs and expenses incurred by the issuing entity;

(x)     to pay the master servicer and the special servicer, as applicable, as additional servicing compensation, (A) interest and investment income earned in respect of amounts relating to the issuing entity held in the Collection Account and the Serviced Whole Loan Custodial Account (but only to the extent of the net investment earnings during the applicable one month period ending on the related Distribution Date), (B) certain penalty charges and default interest and (C) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Serviced Mortgage Loans and any Serviced Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating Interest Payments;

(xi)    to recoup any amounts deposited in the Collection Account in error;

(xii)   to the extent not reimbursed or paid pursuant to any of the above clauses, (A) to reimburse or pay the master servicer, the special servicer, the operating advisor, the asset representations reviewer, the depositor or any of their respective directors, officers, members, managers, employees and agents, unpaid additional expenses of the issuing entity and certain other unreimbursed expenses incurred by such person pursuant to and to the extent reimbursable under the PSA and to satisfy any indemnification obligations of the issuing entity under the PSA and (B) to reimburse or pay any party to the PSA any unpaid expenses specifically reimbursable from the Collection Account under the PSA;

(xiii)  to pay for the cost of the opinions of counsel or the cost of obtaining any extension to the time in which the issuing entity is permitted to hold REO Property;

(xiv)   to pay any applicable federal, state or local taxes imposed on each Trust REMIC or any of their assets or transactions, together with all incidental costs and expenses, to the extent that none of the master servicer, the special servicer, the certificate administrator or the trustee is liable under the PSA;

(xv)    to pay the CREFC^® Intellectual Property Royalty License Fee;

(xvi)   to reimburse the certificate administrator out of general collections on the Mortgage Loans and REO Properties for legal expenses incurred by and reimbursable to it by the issuing entity of any administrative or judicial proceedings related to an examination or audit by any governmental taxing authority;

(xvii)  to pay the applicable mortgage loan seller or any other person, with respect to each Mortgage Loan, if any, previously purchased or replaced by such person pursuant to the PSA, all amounts received thereon subsequent to the date of purchase or replacement relating to periods after the date of purchase or replacement;

(xviii) to remit to the companion paying agent for deposit into the Serviced Whole Loan Custodial Account the amounts required to be deposited pursuant to the PSA; and

(xix)  to clear and terminate the Collection Account pursuant to a plan for termination and liquidation of the issuing entity.

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No amounts payable or reimbursable to the parties to the PSA out of general collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to any related Companion Loan.

Certain costs and expenses (such as a pro rata share of any related Property Protection Advances) allocable to the Serviced Mortgage Loan that is part of a Serviced Whole Loan may be paid or reimbursed out of payments and other collections on the other Mortgage Loans, subject to the issuing entity’s right to reimbursement from future payments and other collections on any related Companion Loan or from general collections with respect to the securitization of any related Companion Loan. If the master servicer makes, with respect to any Serviced Whole Loan, any reimbursement or payment out of the Collection Account to cover the related Serviced Companion Loan’s share of any cost, expense, indemnity, Property Protection Advance or interest on such Property Protection Advance, or fee with respect to such Serviced Whole Loan, then the master servicer (with respect to non-Specially Serviced Loans) and the special servicer (with respect to Specially Serviced Loans) must use efforts consistent with the Servicing Standard to collect such amount out of collections on such Serviced Companion Loan or, if and to the extent permitted under the related Co-Lender Agreement, from the holder of the related Serviced Companion Loan.

The master servicer will also be entitled to make withdrawals, from time to time, from the Collection Account of amounts necessary for the payments or reimbursements required to be paid to the parties to the applicable Non-Serviced PSA, pursuant to the applicable Non-Serviced Co-Lender Agreement and the applicable Non-Serviced PSA. See “—Servicing of the Non-Serviced Mortgage Loans”.

If a P&I Advance is made with respect to any Serviced Mortgage Loan that is part of a Whole Loan, then that P&I Advance, together with interest on such P&I Advance, may only be reimbursed out of future payments and collections on that Mortgage Loan or, as and to the extent described under “—Advances” above, on other Mortgage Loans, but not out of payments or other collections on the related Serviced Pari Passu Companion Loan. Likewise, the Certificate Administrator/Trustee Fee and the Operating Advisor Fee that accrue with respect to any Serviced Mortgage Loan that is part of a Whole Loan and any other amounts payable to the operating advisor may only be paid out of payments and other collections on such Mortgage Loan and/or the Mortgage Pool generally, but not out of payments or other collections on the related Serviced Pari Passu Companion Loan.

Servicing and Other Compensation and Payment of Expenses

General

The parties to the PSA other than the depositor will be entitled to payment of certain fees as compensation for services performed under the PSA. Below is a summary of the fees payable to the parties to the PSA from amounts that the issuing entity is entitled to receive. In addition, CREFC^® will be entitled to a license fee for use of their names and trademarks, including a collection of reports specified by the CREFC^® from time to time as described in the PSA (the “CREFC^® Investor Reporting Package”). Certain additional fees and costs payable by the related borrowers are allocable to the parties to the PSA other than the depositor, but such amounts are not payable from amounts that the issuing entity is entitled to receive.

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The amounts available for distribution on the certificates on any Distribution Date will generally be net of the following amounts:

Type/Recipient(1)	Amount(1)	Source(1)	Frequency
Fees
Master Servicing Fee / Master Servicer	With respect to the Mortgage Loans and any related Serviced Companion Loans, the product of the monthly portion of the related annual Servicing Fee Rate calculated on the Stated Principal Balance of such Mortgage Loan and Serviced Companion Loan.	Out of recoveries of interest with respect to the related Mortgage Loan (and any related Serviced Companion Loans) or if unpaid after final recovery on the related Mortgage Loan, out of general collections on deposit in the Collection Account with respect to the other Mortgage Loans.	Monthly
Special Servicing Fee / Special Servicer	With respect to each Serviced Mortgage Loan and the related Serviced Companion Loan that are a Specially Serviced Loan, the product of the monthly portion of the related annual Special Servicing Fee Rate calculated on the Stated Principal Balance of such Specially Serviced Loan.	First, from liquidation proceeds, insurance and condemnation proceeds, and collections in respect of the related Mortgage Loan (and any related Serviced Companion Loans), and then from general collections on deposit in the Collection Account with respect to the other Mortgage Loans.	Monthly
Workout Fee / Special Servicer(2)	With respect to each Serviced Mortgage Loan and the related Serviced Companion Loan that are a Corrected Loan, the Workout Fee Rate multiplied by all payments of interest and principal received on such Mortgage Loan and the related Serviced Companion Loan for so long as they remain a Corrected Loan.	Out of each collection of interest, principal, and prepayment consideration received on the related Mortgage Loan (and each related Serviced Companion Loan) and then from general collections on deposit in the Collection Account with respect to the other Mortgage Loans.	Time to time
Liquidation Fee / Special Servicer(2)	With respect to each Serviced Mortgage Loan and the related Serviced Companion Loan that are a Specially Serviced Loan for which the special servicer obtains a full, partial or discounted payoff or any liquidation proceeds, insurance proceeds and condemnation proceeds an amount calculated by application of a Liquidation Fee Rate to the related payment or proceeds (exclusive of default interest).	From any liquidation proceeds, insurance proceeds, condemnation proceeds and any other revenues received with respect to the related Mortgage Loan (and each related Serviced Companion Loan) and then from general collections on deposit in the Collection Account with respect to the other Mortgage Loans.	Time to time

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Type/Recipient(1)	Amount(1)	Source(1)	Frequency
Additional Servicing Compensation / Master Servicer and/or Special Servicer(3)	All modification fees, assumption application fees, defeasance fees, assumption, waiver, consent and earnout fees, late payment charges, default interest, review fees and similar fees actually collected on the Serviced Mortgage Loans and related Serviced Companion Loans.	Related payments made by borrowers with respect to the related Mortgage Loans and related Serviced Companion Loans.	Time to time
Certificate Administrator/Trustee Fee/Certificate Administrator	With respect to each Distribution Date, an amount equal to the product of the monthly portion of the annual Certificate Administrator/Trustee Fee Rate multiplied by the Stated Principal Balance of each Mortgage Loan.	Out of general collections on deposit in the Collection Account or the Distribution Account.	Monthly
Certificate Administrator/Trustee Fee/Trustee	With respect to each Distribution Date, an amount equal to the monthly portion of the annual Certificate Administrator/Trustee Fee	Out of general collections on deposit in the Collection Account or the Distribution Account.	Monthly
Operating Advisor Fee / Operating Advisor	With respect to each Distribution Date, an amount equal to the product of the monthly portion of the annual Operating Advisor Fee Rate multiplied by the Stated Principal Balance of each Mortgage Loan and REO Loan.	First, out of recoveries of interest with respect to the related Mortgage Loan and then, if the related Mortgage Loan has been liquidated, out of general collections on deposit in the Collection Account with respect to the other Mortgage Loans.	Monthly
Operating Advisor Consulting Fee / Operating Advisor	$10,000 for each Major Decision made with respect to a Mortgage Loan (or, such lesser amount as the related borrower agrees to pay with respect to such Mortgage Loan).	Payable by the related borrower.	Time to time
Asset Representations Reviewer Fee / Asset Representations Reviewer	With respect to each Distribution Date, an amount equal to the product of the monthly portion of the annual Asset Representations Reviewer Fee Rate multiplied by the Stated Principal Balance of each Mortgage Loan.	Out of general collections with respect to Mortgage Loans on deposit in the Collection Account.	Monthly

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Type/Recipient(1)	Amount(1)	Source(1)	Frequency
Asset Representations Reviewer Asset Review Fee	The sum of:  (i) $16,000 multiplied by the number of Subject Loans, plus (ii) $1,600 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,100 per Mortgaged Property relating to a Subject Loan subject to a ground lease, plus (iv) $1,100 per Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers, or other similar index if the Consumer Price Index for All Urban Consumers is no longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset Review.	By the mortgage loan seller; provided, however, that if the mortgage loan seller is insolvent, such fee will become an expense of the issuing entity.	Upon the completion of each Asset Review with respect to a Delinquent Loan.
Property Protection Advances / Master Servicer, Special Servicer or Trustee	To the extent of funds available, the amount of any Property Protection Advances.	First, from funds collected with respect to the related Mortgage Loan (and any related Serviced Companion Loans), and with respect to any Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount, then out of general collections on deposit in the Collection Account, subject to certain limitations.	Time to time
Interest on Property Protection Advances / Master Servicer, Special Servicer or Trustee	At a rate per annum equal to the Reimbursement Rate calculated on the number of days the related Advance remains unreimbursed.	First, out of late payment charges and default interest on the related Mortgage Loan (and any related Serviced Companion Loans), and then, after or at the same time that advance is reimbursed, out of any other amounts then on deposit in the Collection Account, subject to certain limitations.	Time to time
P&I Advances on the Mortgage Loans / Master Servicer and Trustee	To the extent of funds available, the amount of any P&I Advances.	First, from funds collected with respect to the related Mortgage Loan and then, with respect to a Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount, out of general collections on deposit in the Collection Account.	Time to time

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Type/Recipient(1)	Amount(1)	Source(1)	Frequency
Interest on P&I Advances on the Mortgage Loans/ Master Servicer and Trustee	At a rate per annum equal to Reimbursement Rate calculated on the number of days the related Advance remains unreimbursed.	First, out of default interest and late payment charges on the related Mortgage Loan and then, after or at the same time that advance is reimbursed, out of general collections on deposit in the Collection Account with respect to the other Mortgage Loans.	Monthly
Indemnification Expenses / Trustee, Certificate Administrator, Depositor, Master Servicer, Operating Advisor, Asset Representations Reviewer or Special Servicer and any director, officer, employee or agent of any of the foregoing parties	Amount to which such party is entitled for indemnification under the PSA.	Out of general collections on deposit in the Collection Account or the Distribution Account (and, under certain circumstances, from collections on Serviced Companion Loans)	Time to time
CREFC® Intellectual Property Royalty License Fee / CREFC®	With respect to each Distribution Date, an amount equal to the product of the CREFC® Intellectual Property Royalty License Fee Rate multiplied by the outstanding principal amount of each Mortgage Loan.	Out of general collections on deposit in the Collection Account.	Monthly
Expenses of the issuing entity not advanced (which may include reimbursable expenses incurred by the Operating Advisor or Asset Representations Reviewer, expenses relating to environmental remediation or appraisals, expenses of operating REO Property and expense incurred by any independent contractor hired to operate REO Property)	Based on third party charges.	First from collections on the related Mortgage Loan (income on the related REO Property), if applicable, and then from general collections, in the Collection Account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.	Time to time

(1) With respect to any Mortgage Loan and any related Serviced Companion Loan (or any Specially Serviced Loan) in respect of which an REO Property was acquired, and all references to Mortgage Loan, Companion Loan, and Specially Serviced Loan in this table will be deemed to also be references to or to also include any REO Loans.

With respect to any Non-Serviced Mortgage Loan, the related master servicer, special servicer, certificate administrator, trustee, operating advisor and/or asset representations reviewer under the related Non-Serviced PSA governing the servicing of such Non-Serviced Mortgage Loan will be entitled to receive similar fees and reimbursements with respect to such Non-Serviced Mortgage Loan in amounts, from sources and at frequencies that are similar, but not necessarily identical, to those described above and, in certain cases (for example, with respect to unreimbursed special servicing fees and property protection advances with respect to the related Non-Serviced Whole Loan), such amounts may be reimbursable from general collections on the other Mortgage Loans to the extent not recoverable from the related Non-Serviced Whole Loan.

In connection with the servicing and administration of each Serviced Whole Loan pursuant to the terms of the PSA and the related Co-Lender Agreement, the master servicer and the special servicer will be entitled to servicing compensation, without duplication, with respect to any related Serviced Companion Loan as well as the related Mortgage Loan to the extent consistent with the PSA and not prohibited by the related Co-Lender Agreement.

(2) Subject to certain offsets as described below. Circumstances as to when a Liquidation Fee is not payable are set forth in this “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” section.

(3) Allocable between the master servicer and the special servicer as provided in the PSA.

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Master Servicing Compensation

The fee of the master servicer including the fee of any primary or other sub-servicer (the “Servicing Fee”) will be payable monthly from amounts allocable in respect of interest received in respect of each Mortgage Loan or Serviced Whole Loan (to the extent not prohibited under the related Co-Lender Agreement), and will accrue at a rate (the “Servicing Fee Rate”) on the Stated Principal Balance of such Mortgage Loan or Whole Loan, equal to a per annum rate ranging from 0.00375% to 0.05500%. The Servicing Fee payable to the master servicer with respect to each Serviced Companion Loan will be payable, subject to the terms of the related Co-Lender Agreement, from amounts payable in respect of any related Companion Loan or if unpaid after final recovery on the related Mortgage Loan, out of general collections on deposit in the Collection Account with respect to the other Mortgage Loans.

In addition to the Servicing Fee, the master servicer will be entitled to retain, as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan), the following amounts to the extent collected from the related borrower:

● 100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Serviced Mortgage Loans and any related Serviced Companion Loans that are not Specially Serviced Loans to the extent not prohibited by the related Co-Lender Agreement and that do not involve a Special Servicer Major Decision or Special Servicer Non-Major Decision;

● 100% of all assumption application fees received on any Mortgage Loans, only for which the master servicer is processing the underlying assumption related transaction (including any related Serviced Companion Loan to the extent not prohibited by the related Co-Lender Agreement) (whether or not the consent of the special servicer is required) and 100% of all defeasance fees (provided that for the avoidance of doubt, any such defeasance fee will not include any Modification Fees or waiver fees in connection with a defeasance that the special servicer is entitled to under the PSA);

● 100% of assumption, waiver, consent and earnout fees and similar fees pursuant to the PSA on any Serviced Mortgage Loans that are not Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Co-Lender Agreement) which do not involve a Special Servicer Major Decision or Special Servicer Non-Major Decision;

● 50% of all Excess Modification Fees, assumption, waiver, amendment and consent fees, earnout fees and other similar items collected during the related collection period with respect to Serviced Mortgage Loans that are not Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action that (i) is a Special Servicer Major Decision or a Special Servicer Non-Major Decision (regardless of who processes them) to the extent provided in the PSA or (ii) is a Special Servicer Non-Major Decision processed by the master servicer; and

● late payment charges and default interest paid by the borrowers (that were accrued while the related Serviced Mortgage Loans or any related Serviced Companion Loan (to the extent not prohibited by the related Co-Lender Agreement) were not Specially Serviced Loans), but only to the extent such late payment charges and default interest are not needed to pay interest on Advances or certain additional trust fund expenses incurred with respect to the related Mortgage Loan or, if provided under the related Co-Lender Agreement, any related Serviced Companion Loan since the Closing Date.

Notwithstanding anything to the contrary, the master servicer and the special servicer will each be entitled to charge and retain reasonable review fees in connection with any borrower request to the extent such fees are not prohibited under the related Mortgage Loan documents and are actually paid by or on behalf of the related borrower.

With respect to any of the preceding fees as to which both the master servicer and the special servicer are entitled to receive a portion thereof, the master servicer and the special servicer will each have the right,

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but not any obligation, to reduce or elect not to charge its respective portion of such fee (in the case of a split fee with respect to penalty charges, subject to certain limitations set forth in the PSA); provided that (A) neither the master servicer nor the special servicer will have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the master servicer or the special servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee will not have any right to share in any part of the other party’s portion of such fee. If the master servicer decides not to charge any fee, the special servicer will nevertheless be entitled to charge its portion of the related fee to which the special servicer would have been entitled if the master servicer had charged a fee and the master servicer will not be entitled to any of such fee charged by the special servicer.

In addition, the master servicer also is authorized but not required to invest or direct the investment of funds held in the Collection Account in Permitted Investments, and the master servicer will be entitled to retain any interest or other income earned on those funds and will bear any losses resulting from the investment of these funds, except as set forth in the PSA. The master servicer also is entitled to retain any interest earned on any servicing escrow account to the extent the interest is not required to be paid to the related borrowers.

See “—Modifications, Waivers and Amendments”.

“Modification Fees” means, with respect to any Serviced Mortgage Loan or Serviced Companion Loans, any and all fees with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of such Mortgage Loan documents and/or related Serviced Companion Loan documents (as evidenced by a signed writing) agreed to by the master servicer or the special servicer, as applicable (other than all assumption fees, assumption application fees, consent fees, defeasance fees, Special Servicing Fees, Liquidation Fees or Workout Fees).

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 12-months of the collection of the current Excess Modification Fees) will be subject to a cap equal to the greater of (i) 1.0% of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan after giving effect to such transaction and (ii) $25,000.

The Servicing Fee is calculated on the Stated Principal Balance of each Mortgage Loan (including any Non-Serviced Mortgage Loan) and each related Serviced Companion Loan in the same manner as interest is calculated on such Mortgage Loans and Serviced Companion Loans. The Servicing Fee for each Mortgage Loan is included in the Administrative Cost Rate listed for that Mortgage Loan on Annex A-1. Any Servicing Fee Rate calculated on an Actual/360 Basis will be recomputed on the basis of twelve 30-day months, assuming a 360-day year (“30/360 Basis”) for purposes of calculating the Net Mortgage Rate.

Pursuant to the terms of the PSA, Midland will be entitled to retain a portion of the Servicing Fee with respect to each Serviced Mortgage Loan and, to the extent provided for in the related Co-Lender Agreement, each Serviced Companion Loan notwithstanding any termination or resignation of Midland as master servicer; provided that Midland may not retain any portion of the Servicing Fee to the extent that portion of the Servicing Fee is required to appoint a successor master servicer. In addition, Midland will have the right to assign and transfer its rights to receive that retained portion of its Servicing Fee to another party.

The master servicer will be required to pay its overhead and any general and administrative expenses incurred by it in connection with its servicing activities under the PSA. The master servicer will not be entitled to reimbursement for any expenses incurred by it except as expressly provided in the PSA. The master servicer will be responsible for all fees payable to any sub-servicers. See “Description of the Certificates—Distributions—Method, Timing and Amount”.

With respect to each Non-Serviced Mortgage Loan and pursuant to the terms of the related Non-Serviced PSA, the primary servicer of such Non-Serviced Mortgage Loan will be entitled to a primary

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servicing fee accruing at a rate equal to 0.00250% per annum for the SoCal Retail Portfolio Mortgage Loan, the New Jersey Center of Excellence Mortgage Loan, the 19100 Ridgewood Mortgage Loan and the Grand Canal Shoppes Mortgage Loan and 0.00125% per annum for the Millennium Park Plaza Mortgage Loan, the Bushwick Avenue Portfolio Mortgage Loan, the Hilton Portfolio Mortgage Loan and the USAA Office Portfolio Mortgage Loan.

Special Servicing Compensation

The principal compensation to be paid to the special servicer in respect of its special servicing activities will be the Special Servicing Fee, the Workout Fee and the Liquidation Fee.

The “Special Servicing Fee” will accrue with respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on a loan-by-loan basis at the Special Servicing Fee Rate calculated on the basis of the Stated Principal Balance of the related Mortgage Loan and Companion Loan (including any REO Loan), as applicable, and in the same manner as interest is calculated on the Specially Serviced Loans, and will be payable monthly, first from Liquidation Proceeds, Insurance and Condemnation Proceeds, and collections in respect of the related REO Property or Specially Serviced Loan and then from general collections on all the Mortgage Loans and any REO Properties. The Non-Serviced Whole Loans will be subject to a similar special servicing fee pursuant to the related Non-Serviced PSA. For further detail, see “Description of the Mortgage Pool—The Whole Loans”.

“Special Servicing Fee Rate” means (a) 0.25% per annum or (b) if such rate in clause (a) would result in a Special Servicing Fee with respect to a Specially Serviced Loan or REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Whole Loan) that would be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Property will be the higher per annum rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such Specially Serviced Loan or REO Property.

The “Workout Fee” will generally be payable with respect to each Corrected Loan (other than a Non-Serviced Whole Loan) and will be calculated by application of a “Workout Fee Rate” equal to the lesser of (a) 1.00% to each collection (other than penalty charges) of interest and principal (other than any amount for which a Liquidation Fee would be paid) (including scheduled payments, prepayments, balloon payments, and payments at maturity) received on the Corrected Loan for so long as it remains a Corrected Loan and (b) such lower rate as would result in a Workout Fee of $1,000,000 when applied to each expected payment of principal and interest (other than default interest) on any Serviced Mortgage Loan or Serviced Whole Loan, as applicable, from the date such Mortgage Loan (or Whole Loan, if applicable) becomes a Corrected Loan through and including the related maturity date (or if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied to each expected payment of principal and interest (other than default interest) on the related Mortgage Loan (or Serviced Whole Loan, if applicable) from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then related maturity date, then the Workout Fee Rate will be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each expected payment of principal and interest (other than default interest) on the related Mortgage Loan (or Serviced Whole Loan, if applicable) from the date such Mortgage Loan (or Serviced Whole Loan, if applicable) becomes a Corrected Loan through and including the then related maturity date); provided that no Workout Fee will be payable by the issuing entity with respect to any Corrected Loan if and to the extent that the Corrected Loan became a Specially Serviced Loan under clause (5) or clause (7) of the definition of “Specially Serviced Loan” (and no other clause of that definition) and no event of default actually occurs, unless the related Serviced Mortgage Loan or Serviced Whole Loan is modified by the special servicer in accordance with the terms of the PSA; provided, further that if a Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Loan only because of an event described in clause (1) of the definition of “Specially Serviced Loan” as a result of a payment default at maturity and the related collection of interest and principal is received within 90 days following the related maturity date in connection with the full and final pay-off or refinancing of the related Mortgage Loan or Serviced Whole Loan, the special servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate fees from the related borrower in connection with such workout. The Workout Fee with respect to any Specially Serviced Loan

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that becomes a Corrected Loan will be reduced by any Excess Modification Fees paid by or on behalf of the related borrower with respect to such Mortgage Loan or Serviced Whole Loan as described in the definition of “Excess Modification Fees”, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

The Non-Serviced Whole Loans will be subject to a similar workout fee pursuant to the Non-Serviced PSA. For further details, see “Description of the Mortgage Pool—The Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans”.

The Workout Fee with respect to any Corrected Loan will cease to be payable if the Corrected Loan again becomes a Specially Serviced Loan but will become payable again if and when the Mortgage Loan (including a Serviced Companion Loan) again becomes a Corrected Loan. The Workout Fee with respect to any Specially Serviced Loan that becomes a Corrected Loan will be reduced by any Excess Modification Fees paid by or on behalf of the related borrower with respect to a related Mortgage Loan, Serviced Companion Loan or REO Loan and received by the special servicer as 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.

If the special servicer is terminated (other than for cause) or resigns, it will retain the right to receive any and all Workout Fees payable with respect to a Mortgage Loan or Serviced Companion Loan that became a Corrected Loan during the period that it acted as special servicer and remained a Corrected Loan at the time of that termination or resignation, except that such Workout Fees will cease to be payable if the Corrected Loan again becomes a Specially Serviced Loan. The successor special servicer will not be entitled to any portion of those Workout Fees. If the special servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated special servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated by the special servicer and evidenced by a signed writing, but which had not as of the time the special servicer resigned or was terminated become a Corrected Loan solely because the borrower had not made three consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the borrower making such three consecutive timely Periodic Payments.

A “Liquidation Fee” will be payable to the special servicer with respect to (i) each Specially Serviced Loan or REO Property (except with respect to any Non-Serviced Mortgage Loan) as to which the special servicer receives (a) a full, partial or discounted payoff from the related borrower or (b) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect to any related Companion Loan, if applicable), and (ii) except as otherwise described below, any Mortgage Loan and any related Serviced Companion Loan (with respect to any Serviced Companion Loan, only to the extent that (i) the special servicer is enforcing the applicable 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 special servicer engaged with respect to such Serviced Companion Loan securitization trust or otherwise prohibited from being paid to the special servicer (in each case, under the related pooling and servicing agreement for the securitization trust that owns such Serviced Companion Loan)) for which the special servicer is the Enforcing Servicer and either (A) such Mortgage Loan (and Serviced Companion Loan, if applicable) is repurchased or substituted for by the applicable mortgage loan seller or (B) a Loss of Value Payment has been made with respect to such Mortgage Loan (and Serviced Companion Loan, if applicable). The Liquidation Fee for each such repurchased or substituted Mortgage Loan, Specially Serviced Loan or REO Property will be payable from, and will be calculated by application of the Liquidation Fee Rate, to the related payment or proceeds; provided that the Liquidation Fee with respect to any Specially Serviced Loan or REO Property will be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related borrower with respect to the Specially Serviced Loan or REO Property as described in the definition of “Excess Modification Fees”, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee; 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; provided,

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further, that except as contemplated by each of the immediately preceding provisos and the second following paragraph, no Liquidation Fee will be less than $25,000.

The “Liquidation Fee Rate” will be a rate equal to the lesser of (a) such rate as would result in a Liquidation Fee of $1,000,000 and (b) 1.0% with respect to each Mortgage Loan (including with respect to any related Serviced Companion Loan, to the extent provided in the definition of “Liquidation Fee”) repurchased, substituted or for which a Loss of Value Payment has been made, each Specially Serviced Loan and each REO Property.

Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based upon, or out of, Liquidation Proceeds received in connection with:

(i)      (A) the repurchase of, or substitution for, any Mortgage Loan or Serviced Companion Loan by a mortgage loan seller for a breach of representation or warranty or for defective or deficient Mortgage Loan documentation within the initial 90 day time period (as may be extended) provided for such repurchase or substitution if such repurchase or substitution occurs prior to the termination of such extended period, or (B) the payment of a Loss of Value Payment in connection with any such breach or document defect within the initial 90-day time period (as may be extended) provided for the Loss of Value Payment, if such Loss of Value Payment occurs prior to the termination of such extended period,

(ii)     the purchase of (A) any Specially Serviced Loan that is an AB Whole Loan or related REO Property by the holder of a Subordinate Companion Loan or (B) any Specially Serviced Loan or an REO Property that is subject to mezzanine indebtedness by the holder of the related mezzanine loan, in each case described in clause (ii)(A) or (B) above, within 90 days of such holder’s purchase option first becoming exercisable during the period prior to such Mortgage Loan becoming a Corrected Loan,

(iii)    the purchase of all of the Mortgage Loans and REO Properties, in connection with an optional termination of the issuing entity,

(iv)    with respect to a Serviced Pari Passu Companion Loan, (A) a repurchase of such Serviced Pari Passu Companion Loan by the related mortgage loan seller for a breach of representation or warranty or for defective or deficient Mortgage Loan documentation under the pooling and servicing agreement for the securitization trust that owns such Serviced Pari Passu Companion Loan within the time period (or extension of such time period) provided for such repurchase if such repurchase occurs prior to the termination of such extended period provided in such pooling and servicing agreement or (B) a purchase of such Serviced Pari Passu Companion Loan by an applicable party to a pooling and servicing agreement pursuant to a clean-up call or similar liquidation of another securitization entity,

(v)      the purchase of any Specially Serviced Loan by the special servicer or its affiliate (except if such affiliate purchaser is the Directing Holder or its affiliate; provided, however, that if no Control Termination Event has occurred and is continuing, such affiliated Directing Holder or its affiliate purchases any Specially Serviced Loan within 90 days after the special servicer delivers to such Directing Holder for approval the initial asset status report with respect to such Specially Serviced Loan, the special servicer will not be entitled to a liquidation fee in connection with such purchase by the Directing Holder or its affiliates), or

(vi)     if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (1) of the definition of “Specially Serviced Loan” under the heading “—Special Servicing Transfer Event” and the related Liquidation Proceeds are received within 90 days following the related maturity date as a result of the related Mortgage Loan or the Serviced Whole Loan being refinanced or otherwise repaid in full. Notwithstanding the foregoing, in the event that a liquidation fee is not payable due to the application of any of clauses (i) through (v) above, the special servicer may still collect and retain a liquidation fee and similar fees from the related borrower to the extent provided for in, or not prohibited by, the related Mortgage Loan

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documents. The Non-Serviced Whole Loans will be subject to a similar liquidation fee pursuant to the related Non-Serviced PSA. For further detail, see “Description of the Mortgage Pool—The Whole Loans”.

The special servicer will also be entitled to additional servicing compensation with respect to each Serviced Mortgage Loan for which it acts as special servicer, the following amounts to the extent collected from the related borrower:

(i)      100% of all Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Specially Serviced Loans and of all Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Mortgage Loan that is not a Specially Serviced Loan with respect to Special Servicer Non-Major Decisions that are processed by the Special Servicer,

(ii)     100% of all assumption application fees received on any Mortgage Loans and any related Serviced Companion Loan (to the extent not prohibited by the related Co-Lender Agreement), only for which the special servicer is processing the underlying assumption related transaction,

(iii)    100% of assumption, waiver, consent and earnout fees and similar fees on any Specially Serviced Loan or certain other similar fees paid by the related borrower, and

(iv)     50% of all Excess Modification Fees, assumption, waiver, amendment and consent fees, earnout fees and other similar items collected during the related Collection Period with respect to Serviced Mortgage Loans that are not Specially Serviced Loans (and any related Serviced Companion Loan) in connection with a consent, approval or other action that (A) is a Special Servicer Major Decision or a Special Servicer Non-Major Decision (regardless of who processes them) to the extent provided in the PSA or (B) is a Special Servicer Non-Major Decision processed by the master servicer.

With respect to any of the preceding fees as to which both the master servicer and the special servicer are entitled to receive a portion thereof, the master servicer and the special servicer will each have the right, but not any obligation, to reduce or elect not to charge its respective portion of such fee (in the case of a split fee with respect to penalty charges, subject to certain limitations set forth in the PSA); provided that (A) neither the master servicer nor the special servicer will have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the master servicer or the special servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee will not have any right to share in any part of the other party’s portion of such fee. If the special servicer decides not to charge any fee, the master servicer will nevertheless be entitled to charge its portion of the related fee to which the master servicer would have been entitled if the special servicer had charged a fee and the special servicer will not be entitled to any of such fee charged by the master servicer.

The special servicer will also be entitled to late payment charges and default interest paid by the borrowers and accrued while the related Mortgage Loans (including any related Serviced Companion Loan, if applicable, and to the extent not prohibited by the related Co-Lender Agreement) were Specially Serviced Loans and that are not needed to pay interest on Advances or certain additional trust fund expenses (excluding Special Servicing Fees, Liquidation Fees and Workout Fees) with respect to the related Mortgage Loan (including any related Serviced Companion Loan, if applicable, to the extent not prohibited by the related Co-Lender Agreement) since the Closing Date. The special servicer also is authorized but not required to invest or direct the investment of funds held in the applicable REO Account or Loss of Value Payment reserve fund in Permitted Investments, and the special servicer will be entitled to retain any interest or other income earned on those funds and will bear any losses resulting from the investment of these funds, except as set forth in the PSA.

Each Non-Serviced Mortgage Loan is serviced under the related Non-Serviced PSA (including those occasions under the related Non-Serviced PSA when the servicing of such Non-Serviced Mortgage Loan has been transferred from the related Non-Serviced Master Servicer to the related Non-Serviced Special

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Servicer). Accordingly, in its capacity as special servicer under the PSA, the special servicer will not be entitled to receive any special servicing compensation for any Non-Serviced Mortgage Loan. Only the related Non-Serviced Special Servicer will be entitled to special servicing compensation on the related Non-Serviced Mortgage Loan and only the related Non-Serviced Special Servicer will be entitled to special servicing compensation on the related Non-Serviced Whole Loan.

“Excess Modification Fees” means, with respect to any Mortgage Loan or Serviced Whole Loan, if applicable (but not with respect to any Non-Serviced Mortgage Loan), the sum of (A) the excess of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment of any of the terms of the related Mortgage Loan (or Serviced Whole Loan, if applicable), over (ii) all unpaid or unreimbursed Advances and additional expenses of the issuing entity (including, without limitation, interest on Advances to the extent not otherwise paid or reimbursed by or on behalf of the borrower (including indirect reimbursement from penalty charges or otherwise) with respect to such Mortgage Loan (or Serviced Whole Loan, if applicable), but excluding (1) Special Servicing Fees, Workout Fees and Liquidation Fees and (2) borrower delayed reimbursements) outstanding or previously incurred on behalf of the issuing entity with respect to the related Mortgage Loan (or Serviced Whole Loan, if applicable) and reimbursed from such Modification Fees (which additional expenses will be 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 as penalty charges, specific reimbursements or otherwise. All Excess Modification Fees earned by the special servicer will be required to offset any future Workout Fees or Liquidation Fees payable with respect to the related Mortgage Loan (or Whole Loan) or REO Property; provided that if the related Mortgage Loan (or Serviced Whole Loan) ceases being a Corrected Loan, and is subject to a subsequent modification, any Excess Modification Fees earned by the special servicer prior to such Mortgage Loan (or Serviced Whole Loan) ceasing to be a Corrected Loan will no longer be offset against future Liquidation Fees and Workout Fees unless such Mortgage Loan (or Serviced Whole Loan) ceased to be a Corrected Loan within 18 months of it becoming a modified Mortgage Loan (or Serviced Whole Loan). If such Mortgage Loan (or Serviced Whole Loan) ceases to be a Corrected Loan, the special servicer will be entitled to a Liquidation Fee or Workout Fee (to the extent not previously offset) with respect to the new modification, waiver, extension or amendment or future liquidation of the Specially Serviced Loan or related REO Property (including in connection with a repurchase, sale, refinance, discounted or final payoff or other liquidation); provided that any Excess Modification Fees earned and paid to the special servicer in connection with such subsequent modification, waiver, extension or amendment will be applied to offset such Liquidation Fee or Workout Fee to the extent described above. Within any prior 12-month period, all Excess Modification Fees earned by the master servicer or the special servicer (after taking into account any offset described above applied during such prior 12-month period) with respect to any Mortgage Loan (or Serviced Whole Loan, if applicable) will be subject to a cap equal to the greater of (i) 1% of the outstanding principal balance of such Mortgage Loan (or Serviced Whole Loan, if applicable) after giving effect to such transaction, and (ii) $25,000.

For so long as the CubeSmart North Bergen Mortgage Loan is an Excluded Special Servicer Loan, Midland will act as the Excluded Special Servicer for such Excluded Special Servicer Loan (and, if appointed, may act as the Excluded Special Servicer for other Mortgage Loans that are Excluded Special Servicer Loans in the future) and will be entitled to all special servicing compensation with respect to such Mortgage Loan earned during such time as it is an Excluded Special Servicer Loan.

Disclosable Special Servicer Fees

The PSA will provide that the special servicer and its affiliates will be prohibited from receiving or retaining any Disclosable Special Servicer Fees in connection with the disposition, workout or foreclosure of any Mortgage Loan and Serviced Companion Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties under the PSA. The PSA will also provide that, with respect to each Distribution Date, the special servicer must deliver or cause to be delivered to the master servicer within two (2) business days following the Determination Date, and the master servicer must deliver, to the extent it has received, to the certificate administrator, without charge and on the same day as the master servicer is required to deliver the CREFC^® investor reporting package for such Distribution Date,

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an electronic report which discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the special servicer or any of its affiliates with respect to such Distribution Date, provided that no such report will be due in any month during which no Disclosable Special Servicer Fees were received.

“Disclosable Special Servicer Fees” means, with respect to any Serviced Mortgage Loan, Serviced Whole Loan or REO Property (other than any interest in REO Property acquired with respect to any Non-Serviced Mortgage Loan), any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees and rebates) received or retained by the special servicer or any of its affiliates that is paid by any person or entity (including, without limitation, the issuing entity, any borrower, any property manager, any guarantor or indemnitor in respect of the related Mortgage Loan or Serviced Whole Loan and any purchaser of the related Mortgage Loan, Serviced Whole Loan or REO Property) in connection with the disposition, workout or foreclosure of the related Mortgage Loan (or Serviced Whole Loan, if applicable), the management or disposition of the related REO Property, and the performance by the special servicer or any such affiliate of any other special servicing duties under the PSA other than (1) any compensation which is payable to the special servicer under the PSA or (2) to the extent included in a CREFC^® Report for the applicable period, any Permitted Special Servicer/Affiliate Fees.

“Permitted Special Servicer/Affiliate Fees” means any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions and fees, title agency fees, and appraisal fees received or retained by the special servicer or any of its affiliates in connection with any services performed by such party with respect to any Mortgage Loan, Serviced Whole Loan or REO Property, in each case, in accordance with the PSA.

The special servicer will be required to pay its overhead and any general and administrative expenses incurred by it in connection with its servicing activities under the PSA. The special servicer will not be entitled to reimbursement for any expenses incurred by it except as expressly provided in the PSA. See “Description of the Certificates—Distributions—Method, Timing and Amount.”

Certificate Administrator and Trustee Compensation

As compensation for the performance of its routine duties, the trustee and the certificate administrator will be paid a fee (collectively, the “Certificate Administrator/Trustee Fee”); provided that the Certificate Administrator/Trustee Fee includes the trustee fee. The Certificate Administrator/Trustee Fee will be payable monthly from amounts received in respect of the Mortgage Loans will be equal to the product of a rate equal to 0.00839% per annum (the “Certificate Administrator/Trustee Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any Companion Loan) and will be calculated in the same manner as interest is calculated on such Mortgage Loans. The Certificate Administrator/Trustee Fee includes the trustee fee.

Operating Advisor Compensation

The fee of the operating advisor (the “Operating Advisor Fee”) will be payable monthly from amounts received in respect of each Mortgage Loan and REO Loan (including any Non-Serviced Mortgage Loan but not any Companion Loan), and will accrue at a rate (the “Operating Advisor Fee Rate”), equal to a per annum rate of 0.00180%, and the Stated Principal Balance of the Mortgage Loans and any REO Loans and will be calculated in the same manner as interest is calculated on such Mortgage Loans.

An “Operating Advisor Consulting Fee” will be payable to the operating advisor with respect to each Major Decision on which the operating advisor has consultation obligations and performed its duties with respect to that Major Decision. The Operating Advisor Consulting Fee will be a fee for each such Major Decision equal to $10,000 (or such lesser amount as the related borrower agrees to pay with respect to such Serviced Mortgage Loan); provided that the operating advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further, that the master servicer or the special servicer, as applicable, will each be permitted to waive or reduce the amount of any such 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, but may in no event take any enforcement

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action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection (provided that the master servicer or the special servicer, as applicable, will be required to consult, on a non-binding basis, with the operating advisor prior to any such waiver or reduction).

Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee will be payable from funds on deposit in the Collection Account out of amounts otherwise available to make distributions on the Offered Certificates as described in “Description of the Certificates—Distributions”, but with respect to the Operating Advisor Consulting Fee only as and to the extent that such fee is actually received from the related borrower. If the operating advisor has consultation rights with respect to a Major Decision, the PSA will require the master servicer or the special servicer processing the Major Decision, to use efforts to collect the applicable Operating Advisor Consulting Fee from the related borrower in connection with such Major Decision that are consistent with the efforts that the master servicer or the special servicer, as applicable, would use to collect any borrower-paid fees owed to it in accordance with the Servicing Standard (taking into account whether or not such fees are provided for in the related loan agreement), but only to the extent not prohibited by the related Mortgage Loan documents.

In addition to the Operating Advisor Fee and the Operating Advisor Consulting Fee, the operating advisor will be entitled to reimbursement of Operating Advisor Expenses in accordance with the terms of the PSA. “Operating Advisor Expenses” for each Distribution Date will equal any unreimbursed indemnification amounts or additional trust fund expenses payable to the operating advisor pursuant to the PSA (other than the Operating Advisor Fee and the Operating Advisor Consulting Fee).

Asset Representations Reviewer Compensation

As compensation for the performance of its routine duties, the asset representations reviewer will be paid a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans and will be equal to the product of a rate equal to 0.00029% per annum (the “Asset Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage Loan, but not any Companion Loan) and will be calculated in the same manner as interest is calculated on such Mortgage Loans. Upon the completion of any Asset Review with respect to each Delinquent Loan (in such case, a “Subject Loan”), the asset representations reviewer will be required to be paid a fee equal to the sum of (i) $16,000 multiplied by the number of Subject Loans, plus (ii) $1,600 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,100 per Mortgaged Property relating to a Subject Loan subject to a ground lease, plus (iv) $1,100 per Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end “Consumer Price Index for All Urban Consumers” as published by the U.S. Department of Labor, or other similar index if the Consumer Price Index for All Urban Consumers is no longer calculated, for the year of the Closing Date and for the year of the occurrence of the Asset Review (any such fee, the “Asset Representations Reviewer Asset Review Fee”).

The Asset Representations Reviewer Fee will be payable from funds on deposit in the Collection Account out of amounts otherwise available to make distributions on the certificates as described above in “—Withdrawals from the Collection Account”. The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan will be required to be paid by the mortgage loan sellers; provided, however, that if the related mortgage loan seller is insolvent, such fee will become an expense of the issuing entity following delivery by the asset representations reviewer of evidence reasonably satisfactory to the master servicer or the special servicer, as the case may be, of such insolvency; provided, further, that notwithstanding any payment of such fee by the issuing entity to the asset representations reviewer, such fee will remain an obligation of the related mortgage loan seller and the master servicer or the special servicer will be required to pursue remedies against such mortgage loan seller in accordance with the servicing standard in order to seek recovery of such amounts from such mortgage loan seller or its insolvency estate. The Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan is required to be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review and that is repurchased by the related mortgage loan seller to the extent such fee

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was not already paid by such mortgage loan seller, and such portion of the Purchase Price received will be used to reimburse the trust for such fees paid to the asset representations reviewer pursuant to the terms of the PSA.

CREFC^® Intellectual Property Royalty License Fee

CREFC^® Intellectual Property Royalty License Fee will be paid to CREFC^® on a monthly basis.

“CREFC^® Intellectual Property Royalty License Fee” with respect to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related to any Serviced Companion Loan) and for any Distribution Date is the amount accrued during the related Interest Accrual Period at the CREFC^® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage Loan or REO Loan as of the close of business on the Distribution Date in such Interest Accrual Period; 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 or REO Loan is computed and will be prorated for partial periods. The CREFC^® Intellectual Property Royalty License Fee is a fee payable to CREFC^® for a license to use the CREFC^® Investor Reporting Package in connection with the servicing and administration, including delivery of periodic reports to the Certificateholders, of the issuing entity pursuant to the PSA. No CREFC^® Intellectual Property Royalty License Fee will be paid on any Companion Loan.

“CREFC^® Intellectual Property Royalty License Fee Rate” with respect to each Mortgage Loan is a rate equal to 0.00050% per annum.

Appraisal Reduction Amounts

After an Appraisal Reduction Event has occurred with respect to a Serviced Mortgage Loan or a Serviced Whole Loan, an Appraisal Reduction Amount is required to be calculated. An “Appraisal Reduction Event” will occur on the earliest of:

(1) 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 the related Companion Loan, as applicable, by the special servicer;

(2) the 60th day after an uncured delinquency (without regard to the application of any grace period), other than any uncured delinquency in respect of a balloon payment, occurs in respect of the Mortgage Loan or a related Companion Loan, as applicable;

(3) solely in the case of a delinquent balloon payment, (A) the date occurring 60 days beyond the date on which that balloon payment was due (except as described in clause B below) or (B) if the related borrower has delivered to the master servicer (and the master servicer will be required to promptly deliver a copy of such document to the special servicer, if it is not evident that a copy has been delivered to the special servicer), within 60 days beyond the date on which that balloon payment was due, a written and fully executed (subject only to customary final closing conditions) commitment, letter of intent, or otherwise binding application for refinancing or similar document that is, in each case, binding upon an acceptable lender or signed purchase agreement, in each case reasonably satisfactory in form and substance to the master servicer and (so long as no Control Termination Event is continuing) the Directing Holder, which provides that such refinancing or purchase will occur within 120 days of such related maturity date, the date occurring 120 days after the date on which that balloon payment was due (or for such shorter period beyond the date on which that balloon payment was due during which the refinancing or purchase is scheduled to occur pursuant to the commitment for refinancing or signed purchase agreement or on which such commitment or signed purchase agreement terminates);

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(4) the date on which the related Mortgaged Property became an REO Property;

(5) the 60th day after a receiver or similar official is appointed (and continues in that capacity) in respect of the related Mortgaged Property;

(6) the 60th day after the date the related borrower or the tenant at a single tenant property is subject to a bankruptcy, insolvency or similar proceedings (if not dismissed within those 60 days); and

(7) the date on which the Mortgage Loan (or Serviced Whole Loan) remains outstanding 5 years following any extension of its maturity date pursuant to the PSA.

No Appraisal Reduction Event may occur at any time when the Certificate Balances of all classes of Subordinate Certificates have been reduced to zero.

The “Appraisal Reduction Amount” for any Distribution Date and for any Serviced Mortgage Loan or any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the special servicer in consultation with the Directing Holder (for so long as no Consultation Termination Event is continuing and only with respect to any Mortgage Loan or Serviced Whole Loan other than any applicable Excluded Loan), and in consultation with the operating advisor (after the occurrence and continuance of an Operating Advisor Consultation Event), as of the first Determination Date that is at least 10 business days following the later of (i) the date the special servicer receives an appraisal or conducts a valuation described below and (ii) the occurrence of such Appraisal Reduction Event equal to the excess of:

(a)     the Stated Principal Balance of that Mortgage Loan or Serviced Whole Loan, as the case may be, over

(b)     the excess of

1. the sum of

a) 90% of the appraised value of the related Mortgaged Property as determined (A) by one or more MAI appraisals obtained by the special servicer with respect to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which will be paid by the master servicer as an Advance), or (B) by an internal valuation performed by the special servicer with respect to any Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan with an outstanding principal balance less than $2,000,000, minus with respect to any MAI appraisals 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, and

b) all escrows, letters of credit and reserves in respect of that Mortgage Loan or Serviced Whole Loan as of the date of calculation; over

2. the sum as of the Due Date occurring in the month of the date of determination of

a) to the extent not previously advanced by the master servicer or the trustee, all unpaid interest due on that Mortgage Loan or Serviced Whole Loan at a per annum rate equal to the Mortgage Rate (and any accrued and unpaid interest on any Subordinate Companion Loan),

b) all P&I Advances on the related Mortgage Loan and all Property Protection Advances on the related Mortgage Loan or Serviced Whole Loan not reimbursed from the proceeds of such Mortgage Loan or Serviced Whole Loan and interest on

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those Advances at the Reimbursement Rate in respect of that Mortgage Loan or Serviced Whole Loan,

c) all currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan, Serviced Whole Loan (which tax, premiums, ground rents and other amounts have not been the subject of an Advance by the master servicer, the special servicer or the trustee, as applicable); and

d) any other unpaid additional expenses of the issuing entity in respect of such Mortgage Loan or Serviced Whole Loan.

Each Serviced Whole Loan will 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 Pari Passu Whole Loan will be allocated, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan based upon their respective Stated Principal Balances. For a summary of the provisions in the related Non-Serviced PSA relating to appraisal reductions, see “—Servicing of the Non-Serviced Mortgage Loans” below.

The special servicer will be required to order an appraisal or conduct a valuation, promptly upon the occurrence of an Appraisal Reduction Event (other than with respect to a Non-Serviced Whole Loan). On the first Determination Date occurring on or after the tenth business day following the later of (a) receipt of the MAI appraisal or the completion of the valuation and (b) the occurrence of such Appraisal Reduction Event, the special servicer will be required to calculate and report to the master servicer, the trustee, the certificate administrator, the operating advisor and, prior to the occurrence of any Consultation Termination Event, the Directing Holder, the Appraisal Reduction Amount, taking into account the results of such appraisal or valuation and receipt of information requested by the special servicer from such master servicer reasonably necessary to calculate the Appraisal Reduction Amount. Such report will also be forwarded by the master servicer, to the extent the related Serviced Companion Loan has been included in a securitization transaction, to the master servicer of such securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by the master servicer.

In the event that the special servicer has not received any required MAI appraisal within 120 days after the event described in the definition of “Appraisal Reduction Event” (without regard to the time periods set forth in the definition), then solely for purposes of determining the amounts of the P&I Advances, the Appraisal Reduction Amount will be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan (or Serviced Whole Loan) until an MAI appraisal is received by the special servicer. The Appraisal Reduction Amount is calculated as of the first Determination Date that is at least 10 business days after the later of (a) the special servicer’s receipt of such MAI appraisal or the completion of the valuation and (b) the occurrence of such Appraisal Reduction Event. The master servicer will provide (via electronic delivery) the special servicer with any information in its possession that is reasonably required to determine, redetermine, calculate or recalculate any Appraisal Reduction Amount pursuant to its definition using reasonable efforts to deliver such information within 4 business days of the special servicer’s reasonable request; provided, however, that the special servicer’s failure to timely make such a request will not relieve the master servicer of its obligation to use reasonable efforts to provide such information to the special servicer within 4 business days following the special servicer’s reasonable request. The master servicer will not calculate Appraisal Reduction Amounts.

With respect to each Serviced Mortgage Loan and each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless the Mortgage Loan or Serviced Whole Loan has remained current for three consecutive Periodic Payments, and with respect to which no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan during the preceding 3 months (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan or

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Serviced Whole Loan)), the special servicer is required (i) within 30 days of the end of each 9-month period following the related Appraisal Reduction Event and (ii) upon its determination that the value of the related Mortgaged Property has materially changed, to notify the master servicer of the occurrence of such 9-month period or determination and to order an appraisal (which may be an update of a prior appraisal), the cost of which will be paid by the master servicer as a Property Protection Advance (or to the extent it would be a Nonrecoverable Advance, an expense of the issuing entity paid out of the Collection Account), or to conduct an internal valuation, as applicable. Based upon the appraisal or valuation and receipt of information reasonably requested by the special servicer from the master servicer necessary to calculate the Appraisal Reduction Amount, the special servicer is required to determine or redetermine, as applicable, and report to the master servicer, the trustee, the certificate administrator, the operating advisor and, with respect to any Mortgage Loan other than an applicable Excluded Loan, prior to the occurrence of a Consultation Termination Event, the Directing Holder, the calculated or recalculated amount of the Appraisal Reduction Amount with respect to the Mortgage Loan or Serviced Whole Loan, as applicable. Such report will also be forwarded to the holder of any related Companion Loan by the master servicer. With respect to any Mortgage Loan other than an applicable Excluded Loan, prior to the occurrence of a Consultation Termination Event, the special servicer will consult with the Directing Holder, with respect to any appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount. Notwithstanding the foregoing, the special servicer will not be required to obtain an appraisal or valuation with respect to a Mortgage Loan or Serviced Whole Loan that is the subject of an Appraisal Reduction Event to the extent the special servicer has obtained an appraisal or valuation with respect to the related Mortgaged Property within the 9-month period prior to the occurrence of the Appraisal Reduction Event. Instead, the special servicer may use the prior appraisal or valuation in calculating any Appraisal Reduction Amount with respect to the Mortgage Loan or Serviced Whole Loan, provided that the special servicer has no knowledge of any material change to the Mortgaged Property that has occurred that would affect the validity of the appraisal or valuation.

Each Non-Serviced Mortgage Loan is subject to the provisions in the related Non-Serviced PSA relating to appraisal reductions that are similar, but not necessarily identical, to the provisions described above. The existence of an appraisal reduction under the related Non-Serviced PSA in respect of a Non-Serviced Mortgage Loan will proportionately reduce the master servicer’s or the trustee’s, as the case may be, obligation to make P&I Advances on such Non-Serviced Mortgage Loan and will generally have the effect of reducing the amount otherwise available for distributions to the Certificateholders. Pursuant to the related Non-Serviced PSA, each Non-Serviced Mortgage Loan will be treated, together with the related Non-Serviced Companion Loan, as a single mortgage loan for purposes of calculating an appraisal reduction amount with respect to the loans that comprise a Non-Serviced Whole Loan. Any appraisal reduction calculated with respect to the related Non-Serviced Whole Loan will generally be allocated first to any related Subordinate Companion Loan and then to the related Non-Serviced Mortgage Loan and any related Non-Serviced Pari Passu Companion Loan, on a pro rata basis based upon their respective Stated Principal Balances.

If any Serviced Mortgage Loan or any Serviced Whole Loan previously subject to an Appraisal Reduction Amount becomes a Corrected Loan, and with respect to which no other Appraisal Reduction Event has occurred and is continuing, then such Mortgage Loan or Serviced Whole Loan will no longer be subject to an Appraisal Reduction Amount and the related Appraisal Reduction Event will cease to exist.

As a result of calculating one or more Appraisal Reduction Amounts (and, in the case of any Whole Loan, to the extent allocated in the related Mortgage Loan), the amount of any required P&I Advance with respect to the related Mortgage Loan will be reduced, which will have the effect of reducing the amount of interest available to the most subordinate class of certificates then-outstanding (i.e., first, to the H-RR certificates; then, to the G-RR certificates; then, to the Class F-RR certificates; then, to the Class E certificates; then, pro rata based on interest entitlements, to the Class D and Class X-D certificates; then, to the Class C certificates; then, to the Class B certificates; then, to the Class A-S certificates, and finally, pro rata based on their respective interest entitlements, to the Senior Certificates). See “Pooling and Servicing Agreement—Advances”.

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As of the first Determination Date following a Serviced Mortgage Loan becoming an AB Modified Loan, the special servicer will be required to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the special servicer with respect to such Mortgage Loan and all other information relevant to a Collateral Deficiency Amount determination. The master servicer will be required to provide (via electronic delivery) the special servicer with any information in its possession that is reasonably required to determine, redetermine, calculate or recalculate any Collateral Deficiency Amount for any Serviced Mortgage Loan and any Serviced Companion Loan using reasonable efforts to deliver such information within 4 business days of the special servicer’s reasonable request. Upon obtaining knowledge or receipt of notice by the master servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the master servicer will be required to (i) promptly request from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other information reasonably required by the master servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the master servicer of the appraisal and any other information set forth in the immediately preceding clause (i) that the master servicer reasonably expects to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any other party to the PSA that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party will be required to promptly notify the master servicer thereof. None of the master servicer (with respect to Serviced Mortgage Loans), the special servicer (with respect to Non-Serviced Mortgage Loans), the trustee, the operating advisor or the certificate administrator will calculate or verify any Collateral Deficiency Amount.

A “Cumulative Appraisal Reduction Amount” as of any date of determination is equal to the sum of (i) all Appraisal Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The certificate administrator and the master servicer will be entitled to conclusively rely on the special servicer’s calculation or determination of any Cumulative Appraisal Reduction Amount with respect to a Serviced Mortgage Loan. With respect to a Non-Serviced Mortgage Loan, the special servicer and the certificate administrator will be entitled to conclusively rely on the applicable Non-Serviced Special Servicer’s calculation of any Appraisal Reduction Amount with respect to such Non-Serviced Mortgage Loan and on the master servicer’s calculation or determination of any Collateral Deficiency Amount with respect to such Non-Serviced Mortgage Loan.

“AB Modified Loan” means 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 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 issuing entity or the original unmodified Mortgage Loan and (2) as to which an Appraisal Reduction Amount is not in effect.

“Collateral Deficiency Amount” means, 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)), over (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent appraised value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such appraised value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related borrower at the time the Mortgage 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 master servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination. The certificate administrator, the operating advisor and

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the master servicer will be entitled to conclusively rely on the special servicer’s calculation or determination of any Collateral Deficiency Amount with respect to Serviced Mortgage Loans. The certificate administrator, the operating advisor and the special servicer will be entitled to conclusively rely on the master servicer’s calculation or determination of any Collateral Deficiency Amount with respect to Non-Serviced Mortgage Loans.

For purposes of determining the Non-Reduced Interests, the Controlling Class and the occurrence of a Control Termination Event, Appraisal Reduction Amounts allocated to a related Mortgage Loan will be allocated to each class of Principal Balance Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each such class is reduced to zero (i.e., first, to the Class H-RR certificates, then, to the Class G-RR certificates, then, to the Class F-RR certificates, then, to the Class E certificates, then, to the Class D certificates, then, to the Class C certificates; then, to the Class B certificates; then, to the Class A-S certificates, and finally, pro rata based on their respective interest entitlements, to the Senior Certificates). In addition, for purposes of determining the Controlling Class and the occurrence of a Control Termination Event, Collateral Deficiency Amounts allocated to a related Mortgage Loan that is an AB Modified Loan will be allocated to each class of Control Eligible Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each such class is reduced to zero (i.e., first, to the Class H-RR certificates, then, to the Class G-RR certificates, then, to the Class F-RR certificates, and, then, to the Class E certificates). For the avoidance of doubt, for purposes of determining the Controlling Class and the occurrence of a Control Termination Event, any class of Control Eligible Certificates will be allocated both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts, as described in this paragraph.

The appraised value of any applicable Mortgaged Property is required to be determined on an “as-is” basis for purposes of determining all Appraisal Reduction Amounts. The special servicer (in the case of a Serviced Mortgage Loan) or the master servicer (in the case of a Non-Serviced Mortgage Loan) will be required to promptly notify the special servicer or the master servicer, as applicable, and the certificate administrator of (i) any Appraisal Reduction Amount, (ii) any Collateral Deficiency Amount, and (iii) any resulting Cumulative Appraisal Reduction Amount, and the certificate administrator will be required to promptly post notice of such Appraisal Reduction Amount, as applicable, to the certificate administrator’s website.

Any class of Control Eligible Certificates, the Certificate Balance of which (taking into account the application of any Appraisal Reduction Amounts or Collateral Deficiency Amounts to notionally reduce the Certificate Balance of such class) has been reduced to less than 25% of its initial Certificate Balance, is referred to as an “Appraised-Out Class”. The holders of the majority (by Certificate Balance) of an Appraised-Out Class will have the right, at their sole expense, to require the special servicer to order (or, with respect to a Collateral Deficiency Amount calculation for a Non-Serviced Mortgage Loan, require the master servicer to request from the applicable Non-Serviced Special Servicer) a second appraisal of any related Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such holders, the “Requesting Holders”). With respect to any such Serviced Mortgage Loan or Serviced Whole Loan, the special servicer will use its reasonable efforts to cause such appraisal to be (i) delivered within 30 days from receipt of the Requesting Holders’ written request and (ii) prepared on an “as-is” basis by an MAI appraiser. With respect to any such Non-Serviced Mortgage Loan, the master servicer will be required to use commercially reasonable efforts to obtain such second appraisal from the applicable Non-Serviced Special Servicer. Upon receipt of such supplemental appraisal, the master servicer (for Collateral Deficiency Amounts on Non-Serviced Mortgage Loans), the applicable Non-Serviced Special Servicer (for Appraisal Reduction Amounts on Non-Serviced Mortgage Loans to the extent provided for in the applicable Non-Serviced PSA and applicable Co-Lender Agreement) and the special servicer (for Serviced Mortgage Loans) will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, is warranted and, if so warranted will recalculate such Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based upon such supplemental appraisal and (for Serviced Mortgage Loans or Serviced Whole Loans) receipt of information requested by the special servicer from the master

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servicer as described above. If required by any such recalculation, the applicable Appraised-Out Class will be reinstated as the Controlling Class and each other Appraised-Out Class will, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, if applicable.

In addition, the holders of certificates representing the majority of the Certificate Balance of any Appraised-Out Class will have the right, at their sole expense, to require the special servicer to order an additional appraisal of any Mortgage Loan or Serviced Whole Loan for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount if an event has occurred at or with regard to the related Mortgaged Property or Mortgaged Properties that would have a material effect on its appraised value, and the special servicer is required to use its reasonable efforts to cause such appraisal to be (i) delivered within 30 days from receipt of the Requesting Holders’ written request and (ii) prepared on an “as-is” basis by an MAI appraiser; provided that the special servicer will not be required to obtain such appraisal if it determines in accordance with the Servicing Standard that no events at or with regard to the related Mortgaged Property or Mortgaged Properties have occurred that would have a material effect on the appraised value of the related Mortgaged Property or Mortgaged Properties.

Any Appraised-Out Class for which the Requesting Holders are challenging the master servicer’s or the special servicer’s, as applicable, Appraisal Reduction Amount or Collateral Deficiency Amount determination may not exercise any direction, control, consent and/or similar rights of the Controlling Class, until such time, if any, as such class is reinstated as the Controlling Class. The rights of the Controlling Class will be exercised by the next most senior Control Eligible Certificates, if any, during such period.

With respect to each Non-Serviced Mortgage Loan, the related directing holder will be subject to provisions similar to those described above. See “Description of the Mortgage Pool—The Whole Loans” and “—Servicing of the Non-Serviced Mortgage Loans”. With respect to an AB Whole Loan, the holder of the related Subordinate Companion Loan may in certain circumstances post collateral to avoid a change of control as described in “Description of the Mortgage Pool—The Whole Loans”.

Maintenance of Insurance

To the extent permitted by the related Mortgage Loan or Serviced Whole Loan and required by the Servicing Standard, the master servicer (with respect to the Mortgage Loans and any related Serviced Companion Loan, but excluding any Non-Serviced Mortgage Loan) will be required to use efforts consistent with the Servicing Standard to cause each borrower to maintain, and the special servicer (with respect to REO Properties other than a Mortgaged Property securing a related Non-Serviced Whole Loan and subject to the conditions set forth in the following sentence) will maintain, for the related Mortgaged Property all insurance coverage required by the terms of the related Mortgage Loan documents; provided, however, that the master servicer (with respect to Mortgage Loans and Serviced Companion Loans) will not be required to cause the borrower to maintain and the special servicer (with respect to REO Properties) will not be required to maintain terrorism insurance to the extent that the failure of the related borrower to do so is an Acceptable Insurance Default (as defined below) or if the trustee does not have an insurable interest. Insurance coverage is required to be in the amounts (which, in the case of casualty insurance, is generally equal to the lesser of the outstanding principal balance of the related Mortgage Loan or Whole Loan and the replacement cost of the related Mortgaged Property), and from an insurer meeting the requirements, set forth in the related Mortgage Loan documents. If the borrower does not maintain such coverage, the master servicer (with respect to such Mortgage Loans and any related Serviced Companion Loan) or the special servicer (with respect to REO Properties other than a Mortgaged Property securing a related Non-Serviced Whole Loan), as the case may be, will be required to maintain such coverage to the extent such coverage is available at commercially reasonable rates and the trustee has an insurable interest, as determined by the master servicer (with respect to the Mortgage Loans and any related Serviced Companion Loan) or special servicer (with respect to REO Properties other than a Mortgaged Property securing a related Non-Serviced Whole Loan), as applicable, in accordance with the Servicing Standard; provided that the master servicer will be obligated to use efforts consistent with the Servicing Standard to cause the borrower to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the borrower’s failure is an Acceptable Insurance Default as determined by the master servicer (with respect to

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non-Specially Serviced Loans) or the special servicer (with respect to Specially Serviced Loans) with (in respect of any Mortgage Loan other than an applicable Excluded Loan and unless a Control Termination Event has occurred and is continuing) the consent of the Directing Holder and (ii) (other than an applicable Excluded Loan) after consultation by the special servicer with the Risk Retention Consultation Party. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans” and “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties”.

Notwithstanding any contrary provision above, the master servicer will not be required to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless (other than with respect to a Mortgaged Property securing any Non-Serviced Mortgage Loan) such insurance was required at the time of origination of the related Mortgage Loan, the trustee has an insurable interest and such insurance is currently available at commercially reasonable rates. In addition, the master servicer and special servicer will be entitled to rely on insurance consultants (in the case of the master servicer at the master servicer’s expense) in determining whether any insurance is available at commercially reasonable rates. After the master servicer determines that a Mortgaged Property other than the Mortgaged Property securing a Non-Serviced Mortgage Loan is located in an area identified as a federally designated special flood hazard area (and flood insurance has been made available), the master servicer will be required to use efforts consistent with the Servicing Standard (1) to cause each borrower to maintain (to the extent required by the related Mortgage Loan documents), and (2) if the borrower does not so maintain, to itself maintain to the extent the trustee, as mortgagee, has an insurable interest in the Mortgaged Property and such insurance is available at commercially reasonable rates (as determined by the master servicer in accordance with the Servicing Standard) a flood insurance policy in an amount representing coverage not less than the lesser of (x) the outstanding principal balance of the related Mortgage Loan (and any related Serviced Companion Loan) and (y) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard, but only to the extent that the related Mortgage Loan permits the lender to require the coverage and maintaining coverage is consistent with the Servicing Standard.

Notwithstanding the foregoing, with respect to the Serviced Mortgage Loans and any related Serviced Companion Loan, that either (x) require the borrower to maintain “all-risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain provisions generally requiring the applicable borrower to maintain insurance in types and against such risks as the holder of such Mortgage Loan and any related Serviced Companion Loan reasonably requires from time to time in order to protect its interests, the master servicer will be required to, consistent with the Servicing Standard, (A) monitor in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain exclusions in addition to those customarily found in insurance policies for mortgaged properties similar to the Mortgaged Properties on or prior to September 11, 2001 (“Additional Exclusions”), (B) request the borrower to either purchase insurance against the risks specified in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance, and (C) notify the special servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it has knowledge that any borrower fails to purchase the insurance requested to be purchased by the master servicer pursuant to clause (B) above. If the master servicer or the special servicer, as applicable, determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance Default, the master servicer will be required to use efforts consistent with the Servicing Standard to cause such insurance to be maintained following such determination (if made by the master servicer) or following notice of such determination (if made by the special servicer). If the master servicer or the special servicer, as applicable, determines that such failure is an Acceptable Insurance Default, it will be required to promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s website for those Mortgage Loans that (i) have one of the 10 highest outstanding principal balances of the Mortgage Loans then included in the issuing entity or (ii) comprise more than 5% of the outstanding principal balance of the Mortgage Loans then included in the issuing entity.

“Acceptable Insurance Default” means, with respect to any Serviced Mortgage Loan or Serviced Whole Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related borrower to maintain with respect to the related Mortgaged Property specific insurance coverage

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with respect to, or an all-risk casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related borrower to maintain with respect to the related Mortgaged Property, insurance coverage with respect to damages or casualties caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case, as to which default the master servicer and the special servicer may forbear taking any enforcement action; provided that, subject to the consent or consultation rights of the Directing Holder and/or the consultation rights of the Risk Retention Consultation Party or the holder of any Companion Loan as described under “—The Directing Holder—Major Decisions”, the master servicer (with respect to non-Specially Serviced Loans) or the special servicer (with respect to Specially Serviced Loans) has determined in its reasonable judgment based on inquiry consistent with the Servicing Standard that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or (b) such insurance is not available at any rate.

During the period that the master servicer or the special servicer is evaluating the availability of such insurance, or waiting for a response from the Directing Holder or to consult with the Risk Retention Consultation Party, neither the master servicer nor the special servicer will 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 unless the master servicer or the special servicer is required to take any immediate action pursuant to the Servicing Standard and other servicing requirements under the PSA as described under “—The Directing Holder— Control Termination Event, Consultation Termination Event and Operating Advisor Consultation Event” and “—Servicing Override”.

The special servicer will be required to maintain (or cause to be maintained), fire and hazard insurance on each REO Property (other than any REO Property with respect to any Non-Serviced Mortgage Loan), to the extent obtainable at commercially reasonable rates and the trustee has an insurable interest, in an amount that is at least equal to the lesser of (1) the full replacement cost of the improvements on the REO Property, and (2) the outstanding principal balance owing on the related REO Loan, and in any event, the amount necessary to avoid the operation of any co-insurance provisions. In addition, if the REO Property is located in an area identified as a federally designated special flood hazard area, the special servicer will be required to cause to be maintained, to the extent available at commercially reasonable rates (as determined by the special servicer and in accordance with the Servicing Standard)), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less than the maximum amount of insurance that is available under the National Flood Insurance Act of 1968, as amended.

The PSA provides that the master servicer may satisfy its obligation to cause each borrower to maintain a hazard insurance policy and the master servicer or the special servicer may satisfy their respective obligation to maintain hazard insurance by maintaining a blanket or master single interest or force-placed policy insuring against hazard losses on the Mortgage Loans and related Serviced Companion Loan and REO Properties (other than the Mortgaged Property securing the related Non-Serviced Whole Loan), as applicable. Any losses incurred with respect to Mortgage Loans (and any related Serviced Companion Loan) or REO Properties due to uninsured risks (including earthquakes, mudflows and floods) or insufficient hazard insurance proceeds may adversely affect payments to Certificateholders. Any cost incurred by the master servicer or the special servicer in maintaining a hazard insurance policy, if the borrower defaults on its obligation to do so, will be advanced by the master servicer as a Property Protection Advance and will be charged to the related borrower. Generally, no borrower is required by the Mortgage Loan documents to maintain earthquake insurance on any Mortgaged Property and the special servicer will not be required to maintain earthquake insurance on any REO Properties. Any cost of maintaining that kind of required insurance or other earthquake insurance obtained by the special servicer will be paid out of the applicable REO Account or advanced by the master servicer as a Property Protection Advance.

The costs of the insurance may be recovered by the master servicer or the trustee, as the case may be, from reimbursements received from the borrower or, if the borrower does not pay those amounts, as a Property Protection Advance as set forth in the PSA. All costs and expenses incurred by the special

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servicer in maintaining the insurance described above on REO Properties will be paid out of the related REO Account or, if the amount in such account is insufficient, such costs and expenses will be advanced by the master servicer to the special servicer as a Property Protection Advance to the extent that such Property Protection Advance is not determined to be a Nonrecoverable Advance.

No pool insurance policy, special hazard insurance policy, bankruptcy bond, repurchase bond or certificate guarantee insurance will be maintained with respect to the Mortgage Loans, nor will any Mortgage Loan be subject to FHA insurance.

Modifications, Waivers and Amendments

Subject to the immediately succeeding paragraph, (i) the special servicer will be responsible for processing waivers, modifications, amendments and consents with respect to (a) any Specially Serviced Loan and (b) any Serviced Mortgage Loan or Serviced Whole Loan with respect to which the matter involves a Special Servicer Non-Major Decision (other than the items listed in clauses (i)(A) and (i)(B) of “Special Servicer Non-Major Decision”, which the master servicer will process with respect to non-Specially Serviced Loans, subject to special servicer consent or deemed consent as provided in the PSA) or a Special Servicer Major Decision, and (ii) the master servicer will be responsible for processing waivers, modifications, amendments and consents with respect to any Serviced Mortgage Loan or Serviced Whole Loan that is not a Specially Serviced Loan and does not involve a Special Servicer Major Decision or Special Servicer Non-Major Decision (other than the items listed in clauses (i)(A) and (i)(B) of “Special Servicer Non-Major Decision”, which the master servicer will process, subject to special servicer consent or deemed consent as provided in the PSA); provided that, except as otherwise set forth in this paragraph, neither the special servicer nor the master servicer may waive, modify or amend (or consent to waive, modify or amend) any provision of a Mortgage Loan and Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable except for (1) the waiver of any due-on-sale clause or due-on-encumbrance clause to the extent permitted in the PSA, and (2) any waiver, modification or amendment more than three months after the Closing Date that would not be a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury regulations Section 1.860G-2(b) or otherwise (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 issuing entity. Subject to the immediately succeeding paragraph, the master servicer will not be permitted under the PSA to agree to any modifications, waivers and amendments that constitute Special Servicer Major Decisions without the consent of the special servicer (which such consent may be deemed received by the master servicer if the special servicer does not respond within 10 business days of delivery to the special servicer of the analysis and all information in the master servicer’s possession that is reasonably requested by the special servicer in order to grant or withhold such consent, plus, if applicable, any additional time provided to the Directing Holder or other relevant party under the PSA and, if applicable, any additional time period provided to a holder of a Companion Loan under a related Co-Lender Agreement), except certain non-material consents and waivers described in the PSA and as permitted under the Mortgage Loan documents.

With respect to non-Specially Serviced Loans, the master servicer, prior to taking any action with respect to any Special Servicer Major Decision (or making a determination not to take action with respect to a Special Servicer Major Decision) and prior to taking any action with respect to any Special Servicer Non-Major Decision (other than the items listed in clauses (i)(A) and (i)(B) of “Special Servicer Non-Major Decision”) or making a determination not to take action with respect to the Special Servicer Non-Major Decision (other than the items listed in clauses (i)(A) and (i)(B) of “Special Servicer Non-Major Decision”), will be required to refer any request with respect to such Special Servicer Major Decision or Special Servicer Non-Major Decision to the special servicer, which will process the request directly, or if mutually agreed to by the special servicer and the master servicer, the master servicer will be required to process such request, and if the master servicer processes such request and is recommending approval of such request, the master servicer will be required to prepare and submit its written analysis and recommendation to the special servicer with all information in the possession of the master servicer that the special servicer may reasonably request in order to withhold or grant its consent, and in all cases the special servicer will be entitled (subject to the discussion under “—The Directing Holder” below) to approve or disapprove any modification, waiver, amendment or other action that constitutes a Special Servicer Major Decision or a

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Special Servicer Non-Major Decision. In addition, the master servicer will be required to provide the special servicer with any notice that it receives relating to a default by the borrower under a ground lease where all or any portion of the collateral for the Mortgage Loan is the ground lease, and the special servicer will determine in accordance with the Servicing Standard whether to cure any borrower defaults relating to ground leases.

If, and only if, the special servicer determines that a modification, waiver or amendment (including the forgiveness or deferral of interest or principal or the substitution or release of collateral or the pledge of additional collateral) of the terms of a Specially Serviced Loan with respect to which a payment default or other material default has occurred or a payment default or other material default is, in the special servicer’s judgment, reasonably foreseeable, is reasonably likely to produce a greater recovery on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate) to the issuing entity and, if applicable, the holders of any applicable Companion Loan, than liquidation of such Specially Serviced Loan, then the special servicer may, but is not required to, agree to a modification, waiver or amendment of the Specially Serviced Loan, subject to (x) the restrictions and limitations described below, (y) with respect to any Major Decision, with respect to any Mortgage Loan other than any applicable Excluded Loan, prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing Holder (or after the occurrence and continuance of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the Controlling Class Representative), and consultation with the Risk Retention Consultation Party, as provided in the PSA and described in this prospectus and (z) with respect to a Serviced Whole Loan, the rights of the holder of the related Serviced Companion Loan, as applicable, to advise or consult with the special servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms of the related Co-Lender Agreement and, with respect to a Mortgage Loan that has mezzanine debt, the rights of the mezzanine lender, if any, to consent to such modification, waiver or amendment, in each case, pursuant to the terms of the related intercreditor agreement.

In connection with (i) the release of a Mortgaged Property (other than a Mortgaged Property securing the related Non-Serviced Whole Loan) or any portion of a Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than a Mortgaged Property securing the related Non-Serviced Whole Loan) or any portion of a Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan documents require the master servicer or the special servicer, as applicable, to calculate (or to approve the calculation of the related borrower of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then such calculation will, unless then permitted by the REMIC provisions, exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.

The special servicer is required to use its reasonable efforts to the extent reasonably possible to fully amortize a modified Mortgage Loan prior to the Rated Final Distribution Date. The special servicer may not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if that modification, waiver or amendment would:

(1)        extend the maturity date of the Specially Serviced Loan to a date occurring later than the earlier of (A) five years prior to the Rated Final Distribution Date and (B) if the Specially Serviced Loan is secured solely or primarily by a leasehold estate and not the related fee interest, the date occurring twenty years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease and (A) prior to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Holder and (B) to the extent such modification, waiver or amendment constitutes a Major Decision, after consultation with the Risk Retention Consultation Party (in each case, other than with respect to a Mortgage Loan that is an applicable Excluded Loan as to such party), ten years, prior to the end of the current term of the ground lease, plus any options to extend exercisable unilaterally by the borrower; or

(2)        provide for the deferral of interest unless interest accrues on the Mortgage Loan or the Serviced Whole Loans, generally, at the related Mortgage Rate.

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If the special servicer gives notice of any modification, waiver or amendment of any term of any Serviced Mortgage Loan or related Companion Loan, the special servicer will be required to notify the master servicer, the holder of any related Companion Loan, the certificate administrator, the trustee, the Directing Holder (other than following the occurrence of a Consultation Termination Event and with respect to an applicable Excluded Loan), the Risk Retention Consultation Party (other than with respect to any applicable Excluded Loan), the operating advisor and the 17g-5 Information Provider, who will thereafter post any such notice to the 17g-5 Information Provider’s website. If the master servicer gives notice of any modification, waiver or amendment of any term of any such Mortgage Loan or related Companion Loan, the master servicer will be required to notify the certificate administrator, trustee, the special servicer, the Directing Holder (other than following the occurrence of a Consultation Termination Event and with respect to an applicable Excluded Loan), the Risk Retention Consultation Party (other than with respect to an applicable Excluded Loan), the holder of any related Companion Loan and the 17g-5 Information Provider, who will be required to thereafter post any such notice to the 17g-5 Information Provider’s website. The party providing notice will be required to deliver to the custodian for deposit in the related Mortgage File, an original counterpart of the agreement related to the modification, waiver or amendment, promptly following the execution of that agreement, and if required, a copy to the master servicer and to the holder of any related Companion Loan, all as set forth in the PSA. Copies of each agreement whereby the modification, waiver or amendment of any term of any Mortgage Loan is effected are required to be available for review during normal business hours at the offices of the custodian. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information”.

The modification, waiver or amendment of a Serviced Whole Loan or a Mortgage Loan that has a related mezzanine loan will be subject to certain limitations set forth in the related intercreditor agreement. See “Risk Factors—Risks Relating to the Mortgage Loans—Other Financings or Ability To Incur Other Indebtedness Entails Risk”.

“Special Servicer Non-Major Decision” means each of the following:

(i)      agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (A) a waiver of a mortgage loan event of default (but excluding non-monetary events of default other than defaults relating to transfers of interests in the borrower or the existing collateral or material modifications of the existing collateral), (B) a modification of the type of defeasance collateral required under the related Mortgage Loan documents such that defeasance collateral other than direct, non-callable obligations of the United States of America would be permitted, or (C) a modification that would permit a principal prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise permit such principal prepayment; provided that the foregoing is not otherwise a Major Decision or another Special Servicer Non-Major Decision;

(ii)     any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held, as “performance”, “earn-out”, “holdback” or similar escrows or reserves with respect to any Mortgage Loan or Serviced Whole Loan as further identified on a schedule to the PSA, but excluding (subject to clause (iv) below) as to Mortgage Loans or Serviced Whole Loan which are non-Specially Serviced Loans, (A) any routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance-related criteria or lender discretion is not required or permitted pursuant to the terms of the related loan documents, (B) any request with respect to a Mortgage Loan or Serviced Whole Loan that is a non-Specially Serviced Loan for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with the loan documents or (C) any other funding or disbursement as mutually agreed upon by the master servicer and special servicer;

(iii)    in circumstances where no lender discretion is permitted other than confirming that the conditions in the related Mortgage Loan documents have been satisfied (including determining whether any applicable terms or tests are satisfied), any request to incur additional debt in

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accordance with the terms of the related Mortgage Loan documents; provided that the foregoing is not otherwise a Major Decision or another Special Servicer Non-Major Decision;

(iv)    in circumstances where no lender discretion is required other than confirming the satisfaction of the applicable terms of the Mortgage Loan documents (including determining whether any applicable terms or tests are satisfied), processing requests for any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan; provided that, in any case, Special Servicer Non-Major Decisions will not include (i) the release, substitution or addition of collateral securing any Mortgage Loan or Serviced Whole Loan in connection with a defeasance of such collateral; or (ii) requests that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged Property; provided that such release or substitution or addition of collateral is not otherwise a Major Decision;

(v)     approving easements or rights of way that materially affect the use or value of a Mortgaged Property or the borrower’s ability to make payments with respect to the related Mortgage Loan or Serviced Whole Loan; and

(vi)    approving leases, lease modifications or amendments or any requests for subordination non-disturbance and attornment agreements or other similar agreements with respect to any lease that (a) involves a lease of an outparcel or affects an area greater than or equal to the lesser of (1) 30,000 square feet or (2) 30% of the net rentable area of the related Mortgaged Property, (b) involves a tenant or space specifically identified by name or space location in the related Mortgage Loan documents as requiring the consent of the lender for the associated activity or (c) such transaction is not a routine leasing matter for a customary lease of space for parking office retail, warehouse, industrial and/or manufacturing purposes;.

provided, however, that with respect to clauses (i)(A) and (i)(B) of this definition, the master servicer will be required to process such request with respect to non-Specially Serviced Loans and obtain the consent or deemed consent of the special servicer as provided in the PSA.

Notwithstanding the foregoing, the master servicer and the special servicer may mutually agree as contemplated in the PSA that the master servicer will process any of the foregoing matters with respect to any Serviced Mortgage Loan or Serviced Whole Loan that is a non-Specially Serviced Loan in accordance with the terms and conditions reasonably agreed to by the master servicer and the special servicer, including the special servicer’s consent. If the master servicer and special servicer mutually agree that the master servicer will process a Special Servicer Non-Major Decision with respect to any Serviced Mortgage Loan or Serviced Whole Loan that is a non-Specially Serviced Loan, the master servicer will be required to obtain the special servicer’s prior consent (or deemed consent) to the Special Servicer Non-Major Decision.

Enforcement of “Due-on-Sale” and “Due-on-Encumbrance” Provisions

The special servicer will be required to determine (with respect to any Specially Serviced Loan or, to the extent such action is a Special Servicer Major Decision or Special Servicer Non-Major Decision (other than the items listed in clauses (i)(A) and (i)(B) of “Special Servicer Non-Major Decision”), any non-Specially Serviced Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan), and the master servicer will be required to determine (with respect to any non-Specially Serviced Loan, to the extent such action is not a Special Servicer Major Decision or Special Servicer Non-Major Decision (other than the items listed in clauses (i)(A) and (i)(B) of “Special Servicer Non-Major Decision” which items the master servicer will be required to determine)), in each case, in a manner consistent with the Servicing Standard, whether to (a) exercise any right it may have with respect to such Mortgage Loan or Serviced Companion Loan containing a “due-on-sale” clause (1) to accelerate the payments on such Mortgage Loan or Companion Loan, as applicable, or (2) to grant or withhold its consent to any sale or transfer, consistent with the Servicing Standard or to (b) waive its right to exercise such rights; provided, however, that (i) with respect to such consent or waiver of rights that is a Major Decision, prior to the occurrence and continuance of any Control Termination Event and other than with respect to any applicable Excluded Loan, the master servicer or the special servicer, as applicable, has obtained the prior written consent (or deemed consent)

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of the Directing Holder (or after the occurrence and continuance of a Control Termination Event, but prior to a Consultation Termination Event and other than with respect to any applicable Excluded Loan, upon consultation with the Directing Holder), and (ii) with respect to any Mortgage Loan that (A) represents at least 5.0% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal Balance of at least $10,000,000, (B) represents one of the 10 largest Mortgage Loans based on Stated Principal Balance and has a Stated Principal Balance of at least $10,000,000, (C) has a Stated Principal Balance that is more than $35,000,000, or (D) is a Mortgage Loan as to which the related Serviced Companion Loan represents one of the 10 largest mortgage loans in the related other securitization (provided that the master servicer or special servicer, as applicable, will be entitled to reasonably rely upon the written notification provided by the master servicer, special servicer, trustee or certificate administrator of such other securitization as to whether such Serviced Companion Loan is one of the 10 largest mortgage loans in such other securitization, or if no timely response is received, permitted to rely upon the most recent CREFC^® Reports from such other securitization), a Rating Agency Confirmation is received by the master servicer or the special servicer, as the case may be, from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan (if any).

The special servicer will be required to determine (with respect to a Specially Serviced Loan or, to the extent such action is a Special Servicer Major Decision or Special Servicer Non-Major Decision (other than the items listed in clauses (i)(A) and (i)(B) of “Special Servicer Non-Major Decision”), any non-Specially Serviced Loan (other than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan with a “due-on-encumbrance” clause) and the master servicer will be required to determine (with respect to any non-Specially Serviced Loan, to the extent such action is not a Special Servicer Major Decision or Special Servicer Non-Major Decision (other than the items listed in clauses (i)(A) and (i)(B) of “Special Servicer Non-Major Decision” which items, the master servicer will be required to determine)), in each case, in a manner consistent with the Servicing Standard, whether to (a) exercise any right it may have with respect to such Mortgage Loan or Serviced Companion Loan containing a “due-on-encumbrance” clause (1) to accelerate the payments thereon, or (2) to grant or withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided, however, (i) with respect to such consent or waiver of rights that is a Major Decision, prior to the occurrence and continuance of any Control Termination Event and other than with respect to any applicable Excluded Loan, the master servicer or the special servicer, as applicable, has obtained the prior written consent (or deemed consent) of the Directing Holder (or after the occurrence and continuance of a Control Termination Event, but prior to a Consultation Termination Event and other than with respect to any applicable Excluded Loan, upon consultation with the Directing Holder), and (ii) with respect to any Mortgage Loan that (A) represents at least 2.0% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal Balance of at least $10,000,000, (B) represents one of the 10 largest Mortgage Loans based on Stated Principal Balance and has a Stated Principal Balance of at least $10,000,000, (C) has a Stated Principal Balance that is more than $35,000,000, (D) has a loan-to-value ratio that is equal to or greater than 85% (including any existing and proposed debt) and has a Stated Principal Balance of at least $10,000,000, (E) has a debt service coverage ratio that is less than 1.20x (in each case, determined based upon the aggregate of the principal balance of the Mortgage Loan (or Serviced Whole Loan, if applicable) and the principal amount of the proposed additional lien) and has a Stated Principal Balance of at least $10,000,000, or (F) is a Mortgage Loan as to which the related Serviced Companion Loan represents one of the 10 largest mortgage loans in the related other securitization (provided that the master servicer or special servicer, as applicable, will be entitled to reasonably rely upon the written notification provided by the master servicer, special servicer, trustee or certificate administrator of such other securitization as to whether such Serviced Companion Loan is one of the 10 largest mortgage loans in such other securitization, or if no timely response is received, permitted to rely upon the most recent CREFC^® Reports from such other securitization), a Rating Agency Confirmation is received by the master servicer or the special servicer, as the case may be, from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan (if any).

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With respect to any matter described in the preceding two paragraphs, with respect to any non-Specially Serviced Loan as to which such action is a Special Servicer Major Decision or Special Servicer Non-Major Decision, the special servicer and the master servicer may mutually agree that the master servicer will process such action in accordance with the terms and conditions reasonably agreed to by the master servicer and the special servicer, including the special servicer’s consent and subject to the rights of the Directing Holder discussed under “—The Directing Holder”; provided, however, that with respect to clauses (i)(A) and (i)(B) of the definition of “Special Servicer Non-Major Decision”, the master servicer will be required to process such request with respect to non-Specially Serviced Loans and obtain the consent or deemed consent of the special servicer as provided in the PSA.

Any modification, extension, waiver or amendment of the payment terms of any Non-Serviced Whole Loan will be required to be structured so as to be consistent with the Servicing Standard and the allocation and payment priorities in the related loan documents and the related Co-Lender Agreement, such that neither the issuing entity as holder of such Non-Serviced Mortgage Loan nor any holder of any related Companion Loan gains a priority over the other holder that is not reflected in the related loan documents and the related Co-Lender Agreement.

Inspections

The master servicer will be required to perform (at its own expense) or cause to be performed (at its own expense), physical inspections of each Mortgaged Property relating to a Mortgage Loan (other than the Mortgaged Property securing a Non-Serviced Mortgage Loan, which is subject to inspection pursuant to the related Non-Serviced PSA, and other than a Specially Serviced Loan) with a Stated Principal Balance of (A) $2,000,000 or more at least once every 12 months and (B) less than $2,000,000 at least once every 24 months, in each case commencing in the calendar year 2020 unless a physical inspection has been performed by the special servicer within the previous 12 months and the master servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection; provided that if any scheduled payment becomes more than 60 days delinquent on the related Mortgage Loan, the special servicer is required to inspect or cause to be inspected the related Mortgaged Property as soon as practicable after the Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as the Mortgage Loan remains a Specially Serviced Loan (the cost of which inspection, to the extent not paid by the related borrower, will be reimbursed first from default interest and late charges (but with respect to a Serviced Whole Loan, only amounts available for such purpose under the related Co-Lender Agreement) and then from the Collection Account as an expense of the issuing entity, and in the case of a Serviced Whole Loan, as an expense of the holders of the related Mortgage Loan and Serviced Pari Passu Companion Loan, pro rata and pari passu, to the extent provided in the related Co-Lender Agreement). The special servicer or the master servicer, as applicable, will be required to prepare or cause to be prepared a written report of the inspection describing, among other things, the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of any vacancies in the Mortgaged Property of which it has knowledge and deems material, of any sale, transfer or abandonment of the Mortgaged Property of which it has knowledge or that is evident from the inspection, of any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the preparer of such report deems material, or of any material waste committed on the Mortgaged Property to the extent evident from the inspection.

Copies of the inspection reports referred to above that are delivered to the certificate administrator will be posted to the certificate administrator’s website for review by Privileged Persons pursuant to the PSA. See “Description of the Certificates—Reports to Certificateholders; Certain Available Information”.

Collection of Operating Information

With respect to each Mortgage Loan that requires the borrower to deliver operating statements, the special servicer or the master servicer, as applicable, is also required to use reasonable efforts to collect and review the annual operating statements beginning with calendar year end 2019 of the related Mortgaged Property. Most of the Mortgage Loan documents obligate the related borrower to deliver annual property operating statements. However, we cannot assure you that any operating statements required to

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be delivered will in fact be delivered, nor is the special servicer or the master servicer likely to have any practical means of compelling the delivery in the case of an otherwise performing Mortgage Loan.

Special Servicing Transfer Event

The Serviced Mortgage Loans, any related Serviced Companion Loans and any related REO Properties will be serviced by the special servicer under the PSA in the event that the servicing responsibilities of the master servicer are transferred to the special servicer as described below. Such Mortgage Loans and related Serviced Companion Loans (including those loans that have become REO Properties) serviced by the special servicer are referred to in this prospectus collectively as the “Specially Serviced Loans”. The master servicer will be required to transfer certain of the servicing responsibilities to the special servicer with respect to any Mortgage Loan (including any related Serviced Companion Loan) for which the master servicer is responsible for servicing:

(1) as to which a payment default has occurred at its original maturity date, or, if the original maturity date has been extended, at its extended maturity date; and in the case of a balloon payment, if the balloon payment is delinquent and the related borrower has not provided the master servicer (and the master servicer will be required to promptly forward a copy of such document to the special servicer, if it is not evident that a copy has been delivered to the special servicer), on or prior to the related maturity date, with (a) a written and fully executed (subject only to customary final closing conditions) commitment, letter of intent, or otherwise binding application for refinancing or similar document that is, in each case, binding upon an acceptable lender or (b) a signed purchase agreement, in the case of clause (a) or (b), reasonably satisfactory in form and substance to the master servicer and (so long as no Control Termination Event is continuing) the Directing Holder, which provides that such refinancing or purchase will occur within 120 days of such related maturity date; provided that such Mortgage Loan and any related Companion Loan will become a Specially Serviced Loan immediately if the related borrower fails to diligently pursue such financing or purchase or to pay any Assumed Scheduled Payment on the related due date (subject to any applicable grace period) at any time before the refinancing or purchase or, if such refinancing or purchase does not occur, such Mortgage Loan and any related Companion Loan at the end of such 120-day period (or for such shorter period beyond the date on which the related balloon payment was due within which the refinancing or purchase is scheduled to occur pursuant to the commitment for refinancing or signed purchase agreement or on which such commitment or signed purchase agreement terminates);

(2) as to which any Periodic Payment is more than 60 days delinquent;

(3) as to which (i) the borrower has entered into or consented to bankruptcy, appointment of a receiver or conservator or a similar insolvency proceeding, (ii) the borrower has become the subject of a decree or order for that proceeding and it has not been stayed or discharged or dismissed within 60 days (or a shorter period if the master servicer or the special servicer (and, in the case of the special servicer, with the consent of the Controlling Class Representative, unless a Control Termination Event has occurred and is continuing) determines in accordance with the Servicing Standard that the circumstances warrant that the related Mortgage Loan or Serviced Whole Loan (or REO Loan) be transferred to special servicing), or (iii) the related borrower has admitted in writing its inability to pay its debts generally as they become due, makes an assignment for the benefit of its creditors or voluntarily suspends payment of its obligations;

(4) as to which the master servicer or special servicer has received notice of the commencement of foreclosure or foreclosure or proposed foreclosure or similar proceedings of any lien other than the Mortgage on the Mortgaged Property;

(5) as to which, in the judgment of the master servicer (so long as no Consultation Termination Event is continuing, after consultation with the Directing Holder), a payment default is imminent or reasonably foreseeable and is not likely to be cured by the borrower within 30 days;

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(6) as to which a default that the master servicer or special servicer has notice (other than a failure by the related borrower to pay principal or interest) and which the master servicer determines (so long as no Consultation Termination Event is continuing, after consultation with the Directing Holder), in its good faith reasonable judgment, may materially and adversely affect the interests of the Certificateholders (and, with respect to any Whole Loan, the holders of any related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of any Companion Loan, as applicable)), has occurred and remains unremedied for the applicable grace period specified in the Mortgage Loan or related Companion Loan documents, other than in certain circumstances the failure to maintain terrorism insurance (or if no grace period is specified for events of default that are capable of cure, 30 days); or

(7) as to which the master servicer determines (so long as no Consultation Termination Event is continuing, after consultation with the Directing Holder) that (i) a default (other than as described in clause (5) above) under the Mortgage Loan or related Companion Loan is imminent or reasonably foreseeable, (ii) such default will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or related Companion Loan or otherwise materially adversely affect the interests of Certificateholders (and, with respect to a Whole Loan, the holders of any related Companion Loan as a collective whole (taking into account the pari passu or subordinate nature of any Companion Loans)), and (iii) the default will continue unremedied for the applicable cure period under the terms of the Mortgage Loan or related Companion Loan, or, if no cure period is specified and the default is capable of being cured, for 30 days (provided that such 30-day grace period does not apply to a default that gives rise to immediate acceleration without application of a grace period under the terms of the Mortgage Loan or related Companion Loan); provided that any determination that a special servicing transfer event has occurred under this clause (7) with respect to any Mortgage Loan or related Companion Loan solely by reason of the failure (or imminent failure) of the related borrower to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism may only be made by the master servicer as described under “—Maintenance of Insurance” above.

However, the master servicer will be required to continue to (x) receive payments on the Mortgage Loans (and any related Serviced Companion Loan) (including amounts collected by the special servicer), (y) make certain calculations with respect to the Mortgage Loans and any related Serviced Companion Loan and (z) make remittances and prepare certain reports to the Certificateholders with respect to the Mortgage Loans and any related Serviced Companion Loan. Additionally, the master servicer will continue to receive the Servicing Fee in respect of the Mortgage Loans (and any related Serviced Companion Loan) at the Servicing Fee Rate.

If the related Mortgaged Property is acquired in respect of any Mortgage Loan (and any related Serviced Companion Loan) (upon acquisition, an “REO Property”) whether through foreclosure, deed-in-lieu of foreclosure or otherwise, the special servicer will continue to be responsible for its operation and management. If any Serviced Companion Loan becomes specially serviced, then the related Mortgage Loan will also become a Specially Serviced Loan. If any Mortgage Loan becomes a Specially Serviced Loan, then the related Serviced Companion Loan will also become a Specially Serviced Loan. The master servicer will have no responsibility for the performance by the special servicer of its duties under the PSA. Any Mortgage Loan (excluding any Non-Serviced Mortgage Loan), that is or becomes a cross-collateralized Mortgage Loan and is cross-collateralized with a Specially Serviced Loan will become a Specially Serviced Loan.

If any Specially Serviced Loan, in accordance with its original terms or as modified in accordance with the PSA, becomes performing for at least three consecutive Periodic Payments (provided that no additional event of default is foreseeable in the reasonable judgment of the special servicer and no other event or circumstance exists that causes such Mortgage Loan or related Companion Loan to otherwise constitute a Specially Serviced Loan), the special servicer will be required to transfer servicing of such Specially Serviced Loan (a “Corrected Loan”) to the master servicer.

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Asset Status Report

The special servicer will be required to prepare a report (an “Asset Status Report”) for each Serviced Mortgage Loan and, if applicable, any Serviced Whole Loan that becomes a Specially Serviced Loan upon the earlier of (i) 60 days after the servicing of such Mortgage Loan is transferred to the special servicer and (ii) prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) with respect to a Specially Serviced Loan (the “Initial Delivery Date”) and will be required to prepare one or more additional Asset Status Reports with respect to any such Specially Serviced Loan subsequent to the issuance of a Final Asset Status Report to the extent that during the course of the resolution of such Specially Serviced Loan changes in strategy reflected in the initial Asset Status Report (or subsequent Final Asset Status Report) are necessary to reflect the then current recommendation as to how the Specially Serviced Loan might be returned to performing status or otherwise liquidated in accordance with the Servicing Standard (each such report a “Subsequent Asset Status Report”). Each Asset Status Report will be required to be delivered in electronic form to:

● the Directing Holder (but only with respect to any Mortgage Loan other than an applicable Excluded Loan and for so long as no Consultation Termination Event has occurred and is continuing);

● the Risk Retention Consultation Party (but only with respect to any Mortgage Loan other than an applicable Excluded Loan);

● with respect to any related Serviced Companion Loan, to the extent such Serviced Companion Loan has been included in a securitization transaction, to the master servicer of such securitization into which such Serviced Companion Loan has been sold or, to the extent such Serviced Companion Loan has not been included in a securitization transaction, to the holder of such Serviced Companion Loan;

● the operating advisor (but, other than with respect to an applicable Excluded Loan, only after the occurrence and continuance of an Operating Advisor Consultation Event);

● the master servicer; and

● the 17g-5 Information Provider, which will be required to post such report to the 17g-5 Information Provider’s website.

A summary of each Final Asset Status Report will be provided to the certificate administrator and the trustee.

An Asset Status Report prepared for each Specially Serviced Loan will be required to include, among other things, the following information:

● summary of the status of such Specially Serviced Loan and any negotiations with the related borrower;

● a discussion of the legal and environmental considerations reasonably known to the special servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies and to the enforcement of any related guaranties or other collateral for the related Specially Serviced Loan and whether outside legal counsel has been retained;

● the most current rent roll and income or operating statement available for the related Mortgaged Property;

● (A) the special servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the master servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description of any such proposed or taken actions, and (C) the alternative courses

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of action that were or are being considered by the special servicer in connection with the proposed or taken actions;

● the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under the related Mortgage Loan or Serviced Whole Loan;

● a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease, if applicable) or franchise agreement;

● the decision that the special servicer made, or intends or proposes to make, including a narrative analysis setting forth the special servicer’s rationale for its proposed decision, including its rejection of the alternatives;

● an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth (x) the basis on which the special servicer made such determination and (y) the net present value calculation and all related assumptions;

● the appraised value of the related Mortgaged Property (and a copy of the last obtained appraisal of such Mortgaged Property) together with a description of any adjustments to the valuation of such Mortgaged Property made by the special servicer together with an explanation of those adjustments; and

● such other information as the special servicer deems relevant in light of the Servicing Standard.

With respect to any Mortgage Loan or Serviced Whole Loan, other than any applicable Excluded Loan, if no Control Termination Event has occurred and is continuing, the Directing Holder will have the right to disapprove the Asset Status Report prepared by the special servicer with respect to a Specially Serviced Loan within 10 business days after receipt of the Asset Status Report. If the Directing Holder does not disapprove an Asset Status Report within 10 business days or if the special servicer makes a determination, in accordance with the Servicing Standard, that the disapproval by the Directing Holder (communicated to the special servicer within ten business days) is not in the best interest of all the Certificateholders (taken as a collective whole), the special servicer will be required to implement the recommended action as outlined in the Asset Status Report. If the Directing Holder disapproves the Asset Status Report within the 10 business day period and the special servicer has not made the affirmative determination described above, the special servicer will be required to revise the Asset Status Report as soon as practicable thereafter, but in no event later than 30 days after the disapproval. The special servicer will be required to continue to revise the Asset Status Report until the Directing Holder fails to disapprove the revised Asset Status Report or until the special servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders (taken as a collective whole); provided that, if the Directing Holder has not approved the Asset Status Report for a period of 60 business days following the first submission of an Asset Status Report, the special servicer may act upon the most recently submitted form of Asset Status Report, if consistent with the Servicing Standard. The procedures described in this paragraph are collectively referred to as the “Directing Holder Approval Process”.

A “Final Asset Status Report” means, with respect to any Specially Serviced Loan, the initial Asset Status Report, together with such other data or supporting information provided by the special servicer to the Directing Holder 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 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 following completion of the ASR Consultation Process, as applicable. For the avoidance of doubt, the special servicer

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may issue more than one Final Asset Status Report with respect to any Specially Serviced Loan in accordance with the procedures described above.

The special servicer will be required to notify the operating advisor of whether any Asset Status Report delivered to the operating advisor is a Final Asset Status Report, which notification may be satisfied by (i) delivery of an Asset Status Report that is either signed by the Directing Holder or that otherwise includes an indication that such Asset Status Report is deemed approved due to the passage of any required consent or consultation time period or (ii) such other method as reasonably agreed to by the operating advisor and the special servicer.

Prior to an Operating Advisor Consultation Event, the special servicer will be required to promptly deliver each Final Asset Status Report to the operating advisor after the completion of the Directing Holder Approval Process.

While an Operating Advisor Consultation Event has occurred and is continuing, the operating advisor will be required to provide comments to the special servicer in respect of each Asset Status Report, if any, within 10 business days following the later of (i) receipt of such asset status report or (ii) such related additional information reasonably requested by the operating advisor, and propose possible alternative courses of action to the extent it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the Controlling Class certificates), as a collective whole. The special servicer will be required to consider such alternative courses of action on a non-binding basis, if any, and any other feedback provided by the operating advisor (and for so long as no Consultation Termination Event is continuing, the Directing Holder) in connection with the special servicer’s preparation of any asset status report that is provided while an Operating Advisor Consultation Event has occurred and is continuing. The special servicer may revise the asset status report as it deems necessary to take into account any input and/or comments from the operating advisor (and for so long as no Consultation Termination Event is continuing, the Directing Holder), to the extent the special servicer determines that the operating advisor’s and/or Directing Holder’s input and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders, as a collective whole. If the special servicer determines to revise any asset status report to take into account any input and/or comments from the operating advisor or the Directing Holder, the special servicer will be required to deliver to the operating advisor and the Directing Holder the revised asset status report (until a Final Asset Status Report is issued). The procedures described in this paragraph are collectively referred to as the “ASR Consultation Process”. For additional information, see “—The Operating Advisor—Additional Duties of the Operating Advisor While an Operating Advisor Consultation Event Has Occurred and Is Continuing”.

The special servicer will not be required to take or to refrain from taking any action because of any proposal, objection or comment by the operating advisor or, after the occurrence and during the continuance of a Control Termination Event, the Directing Holder, or a recommendation of the operating advisor or, after the occurrence and during the continuance of a Control Termination Event, the Directing Holder.

After the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing Holder and after the occurrence and during the continuance of an Operating Advisor Consultation Event, the operating advisor, will be entitled to consult, on a non-binding basis, with the special servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status Report. After the occurrence of a Consultation Termination Event, the Directing Holder will have no right to consult with the special servicer with respect to Asset Status Reports and the special servicer will send the Asset Status Report to the operating advisor and will only be obligated to consult with the operating advisor with respect to any Asset Status Report as described above. The special servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations of the operating advisor or the Directing Holder during the applicable periods described above, but is under no obligation to follow any particular recommendation of the operating advisor or the Directing Holder.

The special servicer will implement the Final Asset Status Report.

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With respect to each Non-Serviced Mortgage Loan, the related directing holder under the related Non-Serviced PSA will have approval and consultation rights with respect to any asset status report prepared by the related Non-Serviced Special Servicer with respect to the related Non-Serviced Whole Loan under the related Non-Serviced PSA that are substantially similar, but not identical, to the approval and consultation rights of the Directing Holder with respect to the Mortgage Loans and the Serviced Whole Loans. See “—Servicing of the Non-Serviced Mortgage Loans”.

Realization Upon Mortgage Loans

If a payment default or material non-monetary default on a Serviced Mortgage Loan or Serviced Whole Loan has occurred, then, pursuant to the PSA, the special servicer, on behalf of the trustee, may, in accordance with the terms and provisions of the PSA, at any time institute foreclosure proceedings, exercise any power of sale contained in the related Mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to the related Mortgaged Property, by operation of law or otherwise. The special servicer is not permitted, however, to cause the trustee to acquire title to any Mortgaged Property, have a receiver of rents appointed with respect to any Mortgaged Property or take any other action with respect to any Mortgaged Property that would cause the trustee, for the benefit of the Certificateholders, or any other specified person to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or an “operator” of such Mortgaged Property within the meaning of certain federal environmental laws, unless the special servicer has determined in accordance with the Servicing Standard, based on an updated environmental assessment report prepared by a person who regularly conducts environmental audits and performed within six months prior to any such acquisition of title or other action (which report will be an expense of the issuing entity subject to the terms of the PSA) that:

(a)     such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the holder of each related Serviced Companion Loan), as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan holders constituted a single lender, taking into account the pari passu or subordinate nature of any related Companion Loan, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and

(b)     there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the holder of each related Serviced Companion Loan), as a collective whole as if such Certificateholders and, if applicable, the Serviced Companion Loan holders constituted a single lender, taking into account the pari passu or subordinate nature of any related Companion Loan, to take such actions with respect to the affected Mortgaged Property.

Such requirement precludes enforcement of the security for the related Mortgage Loan or Serviced Whole Loan until a satisfactory environmental site assessment is obtained (or until any required remedial action is taken), but will decrease the likelihood that the issuing entity will become liable for a material adverse environmental condition at the Mortgaged Property. However, we cannot assure you that the requirements of the PSA will effectively insulate the issuing entity from potential liability for a materially adverse environmental condition at any Mortgaged Property.

If title to any Mortgaged Property is acquired by the issuing entity (directly or through a single member limited liability company established for that purpose), the special servicer will be required to sell the Mortgaged Property prior to the close of the third calendar year beginning after the year of acquisition, unless (1) the IRS grants (or has not denied) an extension of time to sell the property or (2) the special servicer, the certificate administrator and the trustee receive an opinion of independent counsel to the effect that the holding of the property by the Lower-Tier REMIC longer than the above-referenced three year

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period will not result in the imposition of a tax on any Trust REMIC or cause any Trust REMIC to fail to qualify as a REMIC under the Code at any time that any certificate is outstanding. Subject to the foregoing and any other tax-related limitations, pursuant to the PSA, the special servicer will generally be required to attempt to sell any Mortgaged Property so acquired in accordance with the Servicing Standard. The special servicer will also be required to cause any Mortgaged Property acquired by the issuing entity to be administered so that it constitutes “foreclosure property” within the meaning of Code Section 860G(a)(8) at all times, and that the sale of the property does not result in the receipt by the issuing entity of any income from nonpermitted assets as described in Code Section 860F(a)(2)(B). If the Lower-Tier REMIC acquires title to any Mortgaged Property, the special servicer, on behalf of the Lower-Tier REMIC, will retain, at the expense of the issuing entity, an independent contractor to manage and operate the property. The independent contractor generally will be permitted to perform construction (including renovation) on a foreclosed property only if the construction was more than 10% completed at the time default on the related Mortgage Loan became imminent. The retention of an independent contractor, however, will not relieve the special servicer of its obligation to manage the Mortgaged Property as required under the PSA.

In general, the special servicer will be obligated to cause any Mortgaged Property acquired as an REO Property to be operated and managed in a manner that would, in its reasonable judgment and in accordance with the Servicing Standard, maximize the issuing entity’s net after-tax proceeds from such property. Generally, none of the Trust REMICs will be taxable on income received with respect to a Mortgaged Property acquired by the issuing entity to the extent that it constitutes “rents from real property”, within the meaning of Code Section 856(d) and Treasury regulations under the Code. Rents from real property include fixed rents and rents based on the gross receipts or sales of a tenant but do not include the portion of any rental based on the net income or profit of any tenant or sub-tenant. No determination has been made whether rent on any of the Mortgaged Properties meets this requirement. Rents from real property include charges for services customarily furnished or rendered in connection with the rental of real property, whether or not the charges are separately stated. Services furnished to the tenants of a particular building will be considered as customary if, in the geographic market in which the building is located, tenants in buildings which are of similar class are customarily provided with the service. No determination has been made whether the services furnished to the tenants of the Mortgaged Properties are “customary” within the meaning of applicable regulations. It is therefore possible that a portion of the rental income with respect to a Mortgaged Property owned by the issuing entity would not constitute rents from real property, or that none of such income would qualify if a separate charge is not stated for such non-customary services or they are not performed by an independent contractor. Rents from real property also do not include income from the operation of a trade or business on the Mortgaged Property, such as a hospitality property, or rental income attributable to personal property leased in connection with a lease of real property if the rent attributable to personal property exceeds 15% of the total net rent for the taxable year. Any of the foregoing types of income may instead constitute “net income from foreclosure property”, which would be taxable to the Lower-Tier REMIC at the federal corporate rate (which, currently, is 21%) and may also be subject to state or local taxes. The PSA provides that the special servicer will be permitted to cause the Lower-Tier REMIC to earn “net income from foreclosure property” that is subject to tax if it determines that the net after-tax benefit to Certificateholders is greater than another method of operating or net leasing the Mortgaged Property. Because these sources of income, if they exist, are already in place with respect to the Mortgaged Properties, it is generally viewed as beneficial to Certificateholders to permit the issuing entity to continue to earn them if it acquires a Mortgaged Property, even at the cost of this tax. These taxes would be chargeable against the related income for purposes of determining the proceeds available for distribution to holders of certificates. See “Material Federal Income Tax Considerations—Taxes That May Be Imposed on a REMIC—Prohibited Transactions”.

Under the PSA, the special servicer is required to establish and maintain one or more REO Accounts, to be held on behalf of the trustee for the benefit of the Certificateholders and with respect to a Serviced Whole Loan, the holder of each related Serviced Companion Loan, for the retention of revenues and insurance proceeds derived from each REO Property. The special servicer is required to use the funds in the applicable REO Account to pay for the proper operation, management, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the applicable REO Account relate to such REO Property. To the extent that amounts in the applicable REO Account in respect of any REO Property are insufficient to make such payments, the master servicer is required to make a Property Protection

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Advance, unless it determines such Property Protection Advance would be nonrecoverable. On the later of the date that is (x) on or prior to the Determination Date or (y) 2 business days after such amounts are received and properly identified and determined to be available, the special servicer is required to deposit all amounts received in respect of each REO Property during such Collection Period, net of any amounts withdrawn to make any permitted disbursements, to the Collection Account; provided that the special servicer may retain in the applicable REO Account permitted reserves.

Sale of Defaulted Loans and REO Properties

If the special servicer determines in accordance with the Servicing Standard that it would be in the best economic interests of the Certificateholders or, in the case of a Serviced Pari Passu Whole Loan, Certificateholders and any holder of the related Serviced Pari Passu Companion Loan (as a collective whole as if such Certificateholders and Serviced Companion Loan holder constituted a single lender, taking into account the pari passu or subordinate nature of any related Companion Loan) to attempt to sell a Defaulted Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan as described below, the special servicer will be required to use reasonable efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Pari Passu Companion Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis. In the case of certain Non-Serviced Mortgage Loans, under certain limited circumstances permitted under the related Co-Lender Agreement, to the extent that such Non-Serviced Mortgage Loan is not sold together with the related Non-Serviced Companion Loan by the special servicer for the related Non-Serviced Whole Loan, the special servicer will be entitled to sell (with respect to any Mortgage Loan other than any applicable Excluded Loan, (i) with the consent of the Directing Holder, if no Control Termination Event has occurred and is continuing and (ii) after consultation with the Risk Retention Consultation Party) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders. The special servicer is required to accept the first cash offer received from any person that constitutes a fair price for the Defaulted Loan. If multiple offers are received during the period designated by the special servicer for receipt of offers, the special servicer is required to select the highest offer. The special servicer is generally required to give the trustee, the certificate administrator, the master servicer, the operating advisor and (other than in respect of any applicable Excluded Loan) the Directing Holder and the Risk Retention Consultation Party not less than 10 business days’ prior written notice of its intention to sell any such Defaulted Loan. Neither the trustee nor any of its affiliates may make an offer for or purchase any Defaulted Loan. “Defaulted Loan” means a Serviced Mortgage Loan or Serviced 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 120 days after the related maturity date (or for such shorter period beyond the date on which the related balloon payment was due within which the refinancing or purchase referred to below is scheduled to occur pursuant to the commitment for refinancing or signed purchase agreement or on which such commitment or signed purchase agreement terminates) if the related borrower has provided the master servicer (and the master servicer will be required to promptly forward a copy of such document to the special servicer, if it is not evident that a copy has been delivered to the special servicer), within 60 days after the related maturity date, with (a) a written and fully executed (subject only to customary final closing conditions) commitment, letter of intent, or otherwise binding application for refinancing or similar document that is, in each case, binding upon an acceptable lender or (b) a signed purchase agreement, in the case of clause (a) or (b), reasonably satisfactory in form and substance to the master servicer and (so long as no Control Termination Event is continuing) the Directing Holder, which provides that such refinancing or purchase will occur within 120 days of such related maturity date; and, in either case, such delinquency is to be determined without giving effect to any grace period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to which the master servicer or the special servicer has, by written notice to the related borrower, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note.

The special servicer will be required to determine whether any cash offer constitutes a fair price for any Defaulted Loan if the highest offeror is a person other than an Interested Person. In determining whether any offer from a person other than an Interested Person constitutes a fair price for any Defaulted Loan, the

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special servicer will be required to take into account (in addition to the results of any appraisal, updated appraisal or narrative appraisal that it may have obtained pursuant to the PSA within the prior 9 months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.

If the highest offeror is an Interested Person (provided that the trustee may not be a offeror), then the trustee, subject to any additional conditions in an applicable Co-Lender Agreement, will be required to determine whether the cash offer constitutes a fair price; provided, however, that no offer from an Interested Person will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Purchase Price, at least two other offers are received from independent third parties. In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted Loan, the trustee will be supplied with and will be required to rely on the most recent appraisal or updated appraisal conducted in accordance with the PSA within the preceding 9-month period or, in the absence of any such appraisal, on a new appraisal. Except as provided in the following paragraph, the cost of any appraisal will be covered by, and will be reimbursable as, a Property Protection Advance by the master servicer.

Notwithstanding anything contained in the preceding paragraph to the contrary, if the trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the trustee may (at its option and at the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing in loans similar to the subject Mortgage Loan or Serviced Whole Loan, as the case may be, that has been selected with reasonable care by the trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the trustee designates such a third party to make such determination, the trustee will be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph will be covered by, and will be paid in advance of any such determination by the Interested Person; provided that the trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the trustee.

The special servicer is required to use reasonable efforts to solicit offers for each REO Property on behalf of the Certificateholders and any related holders(s) of any Serviced Pari Passu Companion Loan (if applicable) and to sell each REO Property in the same manner as with respect to a Defaulted Loan.

Notwithstanding any of the foregoing paragraphs, the special servicer will not be required to accept the highest cash offer for a Defaulted Loan or REO Property if the special servicer determines (with respect to any Mortgage Loan other than an applicable Excluded Loan, in consultation with the Directing Holder (unless a Consultation Termination Event exists), the Risk Retention Consultation Party, and, in the case of a Serviced Pari Passu Whole Loan or an REO Property related to a Serviced Pari Passu Whole Loan, any related Companion Loan Holder(s)), in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders and, in the case of a sale of a Serviced Pari Passu Whole Loan or an REO Property related to a Serviced Pari Passu Whole Loan, any related Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, any related Companion Loan Holder(s) constituted a single lender, taking into account the pari passu or subordinate nature of any related Companion Loan), and the special servicer may accept a lower offer (from any person other than itself or an affiliate) if it determines, in accordance with the Servicing Standard, that acceptance of such offer would be in the best interests of the Certificateholders and, in the case of a Serviced Pari Passu Whole Loan or an REO Property related to a Serviced Pari Passu Whole Loan, any related Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, any related Companion Loan Holder(s) constituted a single lender, taking into account the pari passu or subordinate nature of any related Companion Loan).

An “Interested Person” is the depositor, the master servicer, the special servicer, the operating advisor, the asset representations reviewer, the certificate administrator, the trustee, the Directing Holder, the Risk Retention Consultation Party, any borrower sponsor, any Borrower Party, any independent contractor engaged by the special servicer or any known affiliate of any of the preceding entities, and, with respect to a Whole Loan if it is a Defaulted Loan, the depositor, the master servicer, the special servicer (or any

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independent contractor engaged by the special servicer), or the trustee for the securitization of a Companion Loan, and each related Companion Loan Holder or its representative, any holder of a related mezzanine loan, or any known affiliate of any such party described above.

With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Co-Lender Agreement(s), if such Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the special servicer determines to sell the related Mortgage Loan in accordance with the discussion in this “—Sale of Defaulted Loans and REO Properties” section, then the special servicer will be required to sell any related Pari Passu Companion Loan together with such Mortgage Loan as one whole loan. The special servicer will not be permitted to sell the related Mortgage Loan together with the related Pari Passu Companion Loan if such Serviced Pari Passu Whole Loan becomes a Defaulted Loan without the consent of the holder of the related Pari Passu Companion Loan, unless the special servicer complies with certain notice and delivery requirements set forth in the PSA. See “Description of the Mortgage Pool—The Whole Loans.”

In addition, with respect to each Non-Serviced Mortgage Loan, if such Mortgage Loan has become a defaulted loan under the related Non-Serviced PSA, the related Non-Serviced Special Servicer will generally have the right to sell such Mortgage Loan together with any related Companion Loan as notes evidencing one whole loan. The issuing entity, as the holder of such Non-Serviced Mortgage Loan, will have the right to consent to such sale, provided that the Non-Serviced Special Servicer may sell the related Non-Serviced Whole Loan without such consent if the required notices and information regarding such sale are provided to the issuing entity in accordance with the related Co-Lender Agreement. The Controlling Class Representative will be entitled to exercise such consent right so long as no Control Termination Event has occurred and is continuing, and if a Control Termination Event has occurred and is continuing, the special servicer will exercise such consent rights. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans—Certain Rights of each Non-Controlling Holder”.

In addition, with respect to any Servicing Shift Mortgage Loan, if such Servicing Shift Mortgage Loan becomes a Defaulted Loan, the special servicer (or, on or after the applicable Servicing Shift Securitization Date, the special servicer under the related Servicing Shift PSA) will be required to sell such Mortgage Loan together with the related Companion Loans as notes evidencing one whole loan, in accordance with the provisions of the related Co-Lender Agreement and the PSA or the related Servicing Shift PSA, as the case may be.

To the extent that Liquidation Proceeds collected with respect to any Mortgage Loan are less than the sum of (1) the outstanding principal balance of the Mortgage Loan, (2) interest accrued thereon and (3) the aggregate amount of outstanding reimbursable expenses (including any (i) unpaid servicing compensation, (ii) unreimbursed Property Protection Advances, (iii) accrued and unpaid interest on all Advances and (iv) additional expenses of the issuing entity) incurred with respect to the Mortgage Loan, the issuing entity will realize a loss in the amount of the shortfall. The trustee, the master servicer and/or the special servicer will be entitled to reimbursement out of the Liquidation Proceeds recovered on any Mortgage Loan, prior to the distribution of those Liquidation Proceeds to Certificateholders, of any and all amounts that represent unpaid servicing compensation in respect of the related Mortgage Loan, certain unreimbursed expenses incurred with respect to the Mortgage Loan and any unreimbursed Advances (including interest on Advances) made with respect to the Mortgage Loan. In addition, amounts otherwise distributable on the certificates will be further reduced by interest payable to the master servicer, the special servicer or trustee on these Advances.

The Directing Holder

General

Subject to the rights of the holder of any related Companion Loan under the related Co-Lender Agreement as described under “—Rights of Holders of Companion Loans” below, for so long as a Control Termination Event has not occurred and is not continuing, the Directing Holder (a) will be entitled to advise (1) the special servicer, with respect to the applicable Specially Serviced Loans other than any applicable Excluded Loan or any Servicing Shift Mortgage Loan as to all Special Servicer Major Decisions, (2) the

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special servicer, with respect to the applicable non-Specially Serviced Loans other than any applicable Excluded Loan or any Servicing Shift Mortgage Loan, as to all Special Servicer Major Decisions, and (3) the master servicer, with respect to the applicable non-Specially Serviced Loans other than any applicable Excluded Loan or Servicing Shift Mortgage Loan, as to all Master Servicer Major Decisions, and (b) will have the right to replace the special servicer with or without cause and have certain other rights under the PSA, each as described below. With respect to any Mortgage Loan or Serviced Whole Loan other than any applicable Excluded Loan or any Servicing Shift Mortgage Loan, upon the occurrence and continuance of a Control Termination Event, the Directing Holder will have certain consultation rights only, and upon the occurrence of a Consultation Termination Event, the Directing Holder will not have any consent or consultation rights, as further described below.

The “Controlling Class Representative” will be the Controlling Class Certificateholder (or its representative) selected by more than 50% of the Controlling Class Certificateholders, by Certificate Balance, as determined by the certificate registrar from time to time; provided, however, that

(1) absent that selection, or

(2) until a Controlling Class Representative is so selected, or

(3) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Controlling Class Representative is no longer designated, then the Controlling Class Certificateholder that represents that it owns the largest aggregate Certificate Balance of the Controlling Class (with evidence of ownership), or its representative, will be the Controlling Class Representative;

provided, however, that (i) in the case of clause (3), in the event no one holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Controlling Class Representative until appointed in accordance with the terms of the PSA, and (ii) the certificate administrator and the other parties to the PSA will 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 the then-current Controlling Class Representative.

The initial Controlling Class Representative is expected to be Argentic Securities Income USA LLC, or its affiliate.

The initial Controlling Class Representative, and any subsequent Controlling Class Representative, is hereby deemed to have agreed and acknowledged by virtue of its purchase of a Control Eligible Certificate (or beneficial ownership interest in such certificate) that its identity will be reported monthly by the certificate administrator in the Distribution Date Statement.

The “Directing Holder” means:

(1) with respect to any Serviced Mortgage Loan (other than any Servicing Shift Mortgage Loan) or Serviced Whole Loan (other than any Servicing Shift Whole Loan), the Controlling Class Representative; and

(2) with respect to any Servicing Shift Mortgage Loan, the related Loan-Specific Directing Holder.

The “Loan-Specific Directing Holder” means, with respect to any Servicing Shift Whole Loan, the “controlling holder”, the “directing certificateholder”, the “directing holder”, “directing lender” or any analogous concept under the related Co-Lender Agreement.

Prior to the applicable Servicing Shift Securitization Date, the “Loan-Specific Directing Holder” with respect to the related Servicing Shift Whole Loan will initially be the holder of the related Controlling Companion Loan, which is Argentic (or an affiliate) with respect to each of the East Village Multifamily Portfolio Whole Loan and the American Metro Center Whole Loan. On or after the applicable Servicing

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Shift Securitization Date, there will be no Loan-Specific Directing Holder under the PSA with respect to the related Servicing Shift Whole Loan.

A “Controlling Class Certificateholder” is each holder (or Certificate Owner, if applicable) of a certificate of the Controlling Class as determined by the certificate registrar from time to time, upon request by any party to the PSA.

The “Controlling Class” will be, 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 Cumulative Appraisal Reduction Amounts allocable to such class) at least equal to 25% of the initial Certificate Balance of that class; provided that if, at any time, the Certificate Balances of all Control Eligible Certificates, as notionally reduced by any Appraisal Reduction Amounts (but without regard to any Collateral Deficiency Amount) allocable to such classes, have been reduced to zero, the Controlling Class will be the most senior class of Control Eligible Certificates that has a principal balance greater than zero; provided, further that if at any time the Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then the “Controlling Class” will be the most subordinate class of Control Eligible Certificates that has an aggregate Certificate Balance greater than zero without regard to the application of Appraisal Reduction Amounts (or any Collateral Deficiency Amount) to notionally reduce the Certificate Balance of such Class. The Controlling Class as of the Closing Date will be the Class H-RR certificates.

The “Control Eligible Certificates” will be the Class  F-RR, Class G-RR and Class H-RR certificates.

The master servicer, the special servicer, the operating advisor, the certificate administrator, the trustee or any Certificateholder may request that the certificate registrar determine which class of Control Eligible Certificates is the then-current Controlling Class and the certificate registrar must thereafter provide such information to the requesting party. The depositor, the trustee, the master servicer, the special servicer, the operating advisor and, for so long as no Consultation Termination Event has occurred, the Directing Holder, may request that the certificate administrator provide, and the certificate administrator must so provide, a list of the holders (or Certificate Owners, if applicable) of the Controlling Class. The trustee, the certificate administrator, the master servicer, the special servicer and the operating advisor may each rely on any such list so provided.

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, will 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.

The Class F-RR certificateholders that are the Controlling Class Certificateholders may waive their rights as the Controlling Class Certificateholders as described in “—Control Termination Event, Consultation Termination Event and Operating Advisor Consultation Event” below.

Major Decisions

Except as otherwise described under “—Control Termination Event, Consultation Termination Event and Operating Advisor Consultation Event” and “—Servicing Override” below and subject to the rights of the holder of any related Companion Loan under the related Co-Lender Agreement as described under “—Rights of Holders of Companion Loans” below, prior to the occurrence and continuance of a Control Termination Event, neither the master servicer nor the special servicer will be permitted to take any of the following actions, as to which the Directing Holder has objected in writing within ten business days (or thirty (30) days with respect to clause (xiii) of the definition of “Major Decision” below) after receipt of the related Major Decision Reporting Package (provided that if such written objection has not been received by the master servicer or the special servicer, as applicable, within such ten-business-day (or 30-day) period, the Directing Holder will be deemed to have approved such action) (each of the following, a “Major Decision”):

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

(ii)     any modification, consent to a modification or waiver of any monetary term (other than penalty charges (which the master servicer or special servicer, as applicable, is permitted to waive pursuant to the PSA)) or material non-monetary term (including, without limitation the timing of payments and acceptance of discounted pay-offs, but excluding the waiver of penalty charges) of a Mortgage Loan or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or Serviced Whole Loan;

(iii)    any sale of a Defaulted Loan or REO Property (other than in connection with the termination of the issuing entity as described under “—Termination; Retirement of Certificates” in this prospectus) for less than the applicable Purchase Price;

(iv)     any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material located at an REO Property or any approval of a borrower’s determination to bring a Mortgaged Property into compliance with applicable environmental laws or to otherwise address hazardous material located at a Mortgaged Property, to the extent the lender is required to consent to, or approve, any such determination by the borrower under the related Mortgage Loan documents;

(v)      any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan or any consent to either of the foregoing, other than immaterial condemnation actions and other similar takings, or if otherwise required pursuant to the specific terms of the related Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;

(vi)     any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan or Serviced Whole Loan, if lender consent is required, any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests in the borrower or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan agreement and for which there is no change of control and no lender discretion or related to an immaterial easement, right of way or similar agreement;

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

(viii)   any acceptance of an assumption agreement or any other agreement permitting transfers of interests in a borrower or guarantor or releasing a borrower or guarantor from liability under a 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;

(ix)    following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies, including acceleration of the Mortgage Loan or Serviced Whole Loan, as the case may be, or initiation of judicial, bankruptcy or similar proceedings under the related Mortgage Loan documents or with respect to the related borrower or Mortgaged Property;

(x)     the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a borrower;

(xi)    any consent or approval of (a) any property management changes on a Mortgage Loan with an outstanding principal balance exceeding $10,000,000 and a Debt Service Coverage Ratio

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of less than 1.25x or franchise changes, and (b) any amendments, modifications, waivers, or other similar actions with respect to any property management agreement or franchise agreement, as applicable (in each case of clause (a) and (b), to the extent the lender is required to consent or approve under the Mortgage Loan documents);

(xii)    any modification, waiver or amendment of a Co-Lender Agreement, intercreditor agreement or similar agreement with any mezzanine lender, holder of a Pari Passu Companion Loan or subordinate debt holder related to a Mortgage Loan or Serviced Whole Loan, or an action to enforce rights (or decision not to enforce rights) with respect thereto, in each case, in a manner that materially and adversely affects the holders of the Control Eligible Certificates;

(xiii)   any determination of an Acceptable Insurance Default;

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

(xv)    any approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property, in each case, to the extent the lender has discretion under the related Mortgage Loan documents;

(xvi)   approving annual budgets for the related Mortgaged Property with increases (in excess of 10%) in operating expenses or payments to entities actually known by the master servicer to be affiliates of the related borrower (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan or Serviced Whole Loan);

(xvii)  any consent to incurrence of additional debt by a borrower or mezzanine debt by a direct or indirect parent of a borrower, to the extent the lender’s approval is required under the related Mortgage Loan documents;

(xviii) determining whether to cure any default by a borrower under a ground lease or permit any ground lease modification, amendment or subordination, non-disturbance and attornment agreement or entry into a new ground lease;

(xix)   other than in the case of a non-Specially Serviced Loan, consent to actions and releases related to condemnation of parcels of a Mortgaged Property with respect to a material parcel or a material income producing parcel or any condemnation that materially affects the use or value of the related Mortgaged Property or the ability of the related borrower to pay amounts due in respect of the related Mortgage Loan or any related Companion Loan when due, in each case, to the extent the lender has discretion under the related Mortgage Loan documents; and

(xx)   approval of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements which in no event relieve any borrower of the obligation to provide financial statements on at least a quarterly basis) following three consecutive late deliveries of financial statements.

Subject to the terms and conditions of this section, (a) the special servicer will process all requests for any matter that constitutes a “Major Decision” with respect to any Specially Serviced Loan, (b) the special servicer will process all requests for any matter that constitutes a Special Servicer Major Decision with respect to any non-Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) unless the master servicer and the special servicer have mutually agreed to have the master servicer process such request in accordance with the terms and conditions reasonably agreed to by the master servicer and special servicer, including the special servicer’s consent, (c) the master servicer will process all requests for any matter that constitutes a Master Servicer Major Decision with respect to any non-Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) and (d) the master servicer will process all requests for any matter that constitutes a Special Servicer Major Decision with respect to any non-Specially Serviced Loan (other than a

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Non-Serviced Mortgage Loan) if the master servicer and the special servicer have mutually agreed to have the master servicer process such request in accordance with the terms and conditions reasonably agreed to by the master servicer and special servicer, including the special servicer’s consent. For the avoidance of doubt, the master servicer and the special servicer have mutually agreed that the master servicer will process the items listed in clauses (i)(A) and (i)(B) of “Special Servicer Non-Major Decision” with respect to non-Specially Serviced Loans, subject to special servicer consent or deemed consent as provided in the PSA. Upon receiving a request for any matter that constitutes a Special Servicer Major Decision, the master servicer will be required to forward such request to the special servicer and, unless the master servicer and the special servicer mutually agree that the master servicer will process such request in accordance with the terms and conditions reasonably agreed to by the master servicer and special servicer, including the special servicer’s consent, the special servicer will be required to process such request and the master servicer will have no further obligation with respect to such request or the related Special Servicer Major Decision.

With respect to any borrower request or other action on non-Specially Serviced Loans that is not a Special Servicer Non-Major Decision or a Major Decision, the master servicer will not be required to obtain the consent of or consult with the special servicer, any Directing Holder or the operating advisor.

Prior to the occurrence and continuance of an Operating Advisor Consultation Event, the special servicer will be required to provide each Major Decision Reporting Package to the operating advisor promptly after the special servicer receives the Directing Holder’s approval or deemed approval of such Major Decision Reporting Package; provided, however, that with respect to any non-Specially Serviced Loan no Major Decision Reporting Package will be required to be delivered (and the special servicer will use reasonable efforts not to deliver such Major Decision Reporting Package) prior to the occurrence and continuance of an Operating Advisor Consultation Event. After the occurrence and during the continuance of an Operating Advisor Consultation Event (whether or not a Control Termination Event is continuing), the master servicer or the special servicer that is processing the related Major Decision will be required to provide each Major Decision Reporting Package to the operating advisor simultaneously with the master servicer’s or the special servicer’s written request, as applicable, for the operating advisor’s input regarding the related Major Decision (which written request and Major Decision Reporting Package may be delivered in one notice), as set forth under “—Control Termination Event, Consultation Termination Event and Operating Advisor Consultation Event” below. With respect to any particular Major Decision and/or related Major Decision Reporting Package or any Asset Status Report required to be delivered by the master servicer or the special servicer, to the operating advisor, the master servicer or the special servicer, as applicable, will be required to make available to the operating advisor a servicing officer with the relevant knowledge regarding the applicable Mortgage Loan and such Major Decision and/or Asset Status Report in order to address reasonable questions that the operating advisor may have relating to, among other things, such Major Decision and/or Asset Status Report.

“Major Decision Reporting Package” means, with respect to any Major Decision for which it is processing, a written report by the master servicer or the special servicer (which in the discretion of the special servicer may be in the form of an Asset Status Report), 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.

“Master Servicer Major Decision” means any Major Decision with respect to a non-Specially Serviced Loan under clauses (xi) through (xvi) of the definition of “Major Decision”.

“Special Servicer Major Decision” means any Major Decision with respect to a non-Specially Serviced Loan under clauses (i) through (x) and clauses (xvii) through (xx) of the definition of “Major Decision”.

Asset Status Report

So long as a Control Termination Event has not occurred and is not continuing, the Directing Holder will have the right to disapprove the Asset Status Report prepared by the special servicer with respect to a Specially Serviced Loan. If a Consultation Termination Event has occurred, the Controlling Class

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Representative will have no right to consult with the special servicer with respect to the Asset Status Reports.

Replacement of Special Servicer

So long as a Control Termination Event has not occurred and is not continuing, the applicable Directing Holder will have the right to replace the special servicer with or without cause as described under “—Replacement of the Special Servicer Without Cause” and “—Termination of Master Servicer and Special Servicer for Cause—Servicer Termination Events” below.

Control Termination Event, Consultation Termination Event and Operating Advisor Consultation Event

If a Control Termination Event has occurred and is continuing, but for so long as no Consultation Termination Event has occurred, neither the master servicer nor the special servicer will be required to obtain the consent of the Directing Holder with respect to any of the Major Decisions or Asset Status Reports, but will be required to consult with the Directing Holder in connection with any Major Decision that it is processing or, in the case of the special servicer, any Asset Status Report (or any other matter for which the consent of the Directing Holder would have been required or for which the Directing Holder would have the right to direct the master servicer or the special servicer if no Control Termination Event had occurred and was continuing) and to consider alternative actions recommended by the Directing Holder in respect of such Major Decision or Asset Status Report (or such other matter). Such consultation will not be binding on the master servicer or the special servicer. In the event the master servicer or the special servicer, as applicable, receives no response from the Directing Holder within 10 days following the master servicer’s or the special servicer’s written request for input (which initial request is required to include the related Major Decision Reporting Package) on any required consultation, the master servicer or the special servicer, as applicable, will not be obligated to consult with the Directing Holder on the specific matter; provided, however, that the failure of the Directing Holder to respond will not relieve the master servicer or the special servicer, as applicable, from consulting with the Directing Holder on any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan. With respect to any Excluded Special Servicer Loan (that is not also an applicable Excluded Loan), if any, the Directing Holder (prior to the occurrence and continuance of a Control Termination Event) will be required to select an Excluded Special Servicer with respect to such Excluded Special Servicer Loan. After the occurrence and during the continuance of a Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an applicable Excluded Loan, the resigning special servicer will be required to use reasonable efforts to select the related Excluded Special Servicer.

In addition, if an Operating Advisor Consultation Event has occurred and is continuing, the master servicer or the special servicer will also be required to consult with the operating advisor in connection with any Major Decision that it is processing (and such other matters that are subject to consultation rights of the operating advisor pursuant to the PSA) and to consider alternative actions recommended by the operating advisor in respect of such Major Decision; provided that such consultation is on a non-binding basis. In the event the master servicer or the special servicer, as applicable, receives no response from the operating advisor within 10 days following the later of (i) its written request for input (which request is required to include the related Major Decision Reporting Package) on any required consultation and (ii) delivery of all such additional information reasonably requested by the operating advisor that is in possession of the master servicer or the special servicer, as applicable, related to the subject matter of such consultation, the master servicer or the special servicer, as applicable, will not be obligated to consult with the operating advisor on the specific matter; provided, however, that the failure of the operating advisor to respond will not relieve the master servicer or the special servicer, as applicable, from consulting with the operating advisor on any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan. Notwithstanding anything to the contrary contained in this prospectus, with respect to any applicable Excluded Loan related to the Controlling Class Representative (regardless of whether an Operating Advisor Consultation Event has occurred and is continuing), the master servicer, the special servicer or the related Excluded Special Servicer, as applicable, will be required to consult with the operating advisor, on a non-binding basis, in connection with the related transactions involving proposed

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Major Decisions that it is processing and consider alternative actions recommended by the operating advisor, in respect thereof, in accordance with the procedures set forth in the PSA for consulting with the operating advisor.

In addition, (i) for so long as no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other than any Non-Serviced Mortgage Loan or any applicable Excluded Loan), and (ii) during the continuance of a Consultation Termination Event, with respect to any Serviced Mortgage Loan (other than any applicable Excluded Loan), the master servicer or the special servicer will also be required to consult with the Risk Retention Consultation Party in connection with any Major Decision it is processing (and such other matters that are subject to consultation rights of the Risk Retention Consultation Party pursuant to the PSA) and to consider alternative actions recommended by such Risk Retention Consultation Party in respect of such Major Decision; provided that such consultation is on a non-binding basis. In the event the master servicer or the special servicer, as applicable, receives no response from the Risk Retention Consultation Party within 10 days following the later of (i) the master servicer’s or the special servicer’s written request for input (which request is required to include the related Major Decision Reporting Package) on any required consultation and (ii) delivery of all such additional information reasonably requested by the Risk Retention Consultation Party related to the subject matter of such consultation, the master servicer or the special servicer, as applicable, will not be obligated to consult with the Risk Retention Consultation Party on the specific matter; provided, however, that the failure of the Risk Retention Consultation Party to respond will not relieve the master servicer or the special servicer, as applicable using reasonable efforts to consult with the Risk Retention Consultation Party on any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan.

If a Consultation Termination Event has occurred, no class of certificates will act as the Controlling Class, and the Controlling Class Representative will have no consultation or consent rights under the PSA and will have no right to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Controlling Class Representative under the PSA. The master servicer or the special servicer, as applicable, will nonetheless be required to consult with the operating advisor in connection with Major Decisions that it is processing, asset status reports and other material special servicing actions to the extent set forth in the PSA, and no Controlling Class Certificateholder will be recognized or have any right to approve or be consulted with respect to asset status reports or material special servicer actions.

A “Control Termination Event” will occur with respect to any Mortgage Loan (other than any Servicing Shift Mortgage Loan) or Serviced Whole Loan (other than any Servicing Shift Whole Loan) (i) when the Class F-RR certificates have a Certificate Balance (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such class) of less than 25% of the initial Certificate Balance of that class, (ii) when a holder of the Class F-RR certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder pursuant to the terms of the PSA; provided that no Control Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be in continuance with respect to a successor holder of Class F-RR certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder, or (iii) when such Mortgage Loan or Whole Loan is an applicable Excluded Loan;

provided, further, that no Control Termination Event may occur with respect to the applicable Loan-Specific Directing Holder related to a Servicing Shift Whole Loan and the term “Control Termination Event” will not be applicable to such Loan-Specific Directing Holder related to such Servicing Shift Whole Loan; provided further, that if at any time, the Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then no Control Termination Event will be deemed to occur.

A “Consultation Termination Event” will occur with respect to any Mortgage Loan (other than any Servicing Shift Mortgage Loan) or Serviced Whole Loan (other than any Servicing Shift Whole Loan) (i) when there is no class of Control Eligible Certificates that has a then-outstanding Certificate Balance at

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least equal to 25% of the initial Certificate Balance of that class, in each case, without regard to the application of any Cumulative Appraisal Reduction Amounts, (ii) when a holder of the Class F-RR certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder pursuant to the terms of the PSA; provided that no Consultation Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be in continuance with respect to a successor holder of Class F-RR certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder or (iii) when such Mortgage Loan or Whole Loan is an applicable Excluded Loan;

provided, further, that, no Consultation Termination Event may occur with respect to the applicable Loan-Specific Directing Holder related to a Servicing Shift Whole Loan and the term “Consultation Termination Event” will not be applicable to such Loan-Specific Directing Holder related to such Servicing Shift Whole Loan; provided further, that if at any time, the Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D and Class E certificates have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, then no Consultation Termination Event will be deemed to occur.

With respect to any applicable Excluded Loan, the Controlling Class Representative or any Controlling Class Certificateholder will not have any consent or consultation rights with respect to the servicing of such Excluded Loan and a Control Termination Event and Consultation Termination Event will be deemed to have occurred with respect to such Excluded Loan.

At any time when the Class F-RR Certificates are the Controlling Class, the holder of more than 50% of the Controlling Class (by Certificate Balance) may waive its right to act as or appoint a Controlling Class Representative and to exercise any of the rights of the Controlling Class Representative or cause the exercise of any of the rights of the Controlling Class Representative set forth in the PSA, by irrevocable written notice delivered to the depositor, the certificate administrator, the trustee, the master servicer, the special servicer and the operating advisor. Any such waiver will remain effective with respect to such holder and the Class F-RR Certificates until such time as that Certificateholder has (i) sold a majority of the Class F-RR Certificates (by Certificate Balance) to an unaffiliated third party and (ii) certified to the depositor, the certificate administrator, the trustee, the master servicer, the special servicer and the operating advisor that (a) the transferor retains no direct or indirect voting rights with respect to the Class F-RR Certificates that it does not own, (b) there is no voting agreement between the transferee and the transferor and (c) the transferor retains no direct or indirect economic interest in the Class F-RR Certificates. Following any such transfer, the successor holder of more than 50% of the Class F-RR Certificateholders (by Certificate Balance), if Class F-RR Certificates are the Controlling Class certificates, will again have the rights of the Controlling Class Representative as described in this prospectus without regard to any prior waiver by the predecessor Certificateholder. Such successor Certificateholder will also have the right to irrevocably waive its right to act as or appoint a Controlling Class Representative or to exercise any of the rights of the Controlling Class Representative or cause the exercise of any of the rights of the Controlling Class Representative. No such successor Certificateholder described above in this paragraph will have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to its acquisition of a majority of the Class F-RR Certificates that had not also become a Corrected Loan prior to such acquisition until such Mortgage Loan becomes a Corrected Loan.

Whenever such an “opt-out” by a Controlling Class Certificateholder is in effect:

● a Consultation Termination Event will be deemed to have occurred and continue; and

● the rights of the holder of more than 50% of the Class F-RR Certificates (by Certificate Balance), if they are the Controlling Class, to act as or appoint a Controlling Class Representative and the rights of the Controlling Class Representative will not be operative (notwithstanding whether a Control Termination Event or a Consultation Termination Event is or would otherwise then be in effect).

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For a description of certain restrictions on any modification, waiver or amendment to the Mortgage Loan documents, see “—Modifications, Waivers and Amendments” above.

Servicing Override

In the event that the master servicer or the special servicer, as applicable, determines that immediate action with respect to any Major Decision (or any other matter requiring consent of the Directing Holder with respect to any Mortgage Loan or Serviced Whole Loan other than any applicable Excluded Loan, prior to the occurrence and continuance of a Control Termination Event in the PSA (or any matter requiring consultation with the Directing Holder, the Risk Retention Consultation Party or the operating advisor)) is necessary to protect the interests of the Certificateholders (and, with respect to a Serviced Whole Loan, the interest of the Certificateholders and the holders of any related Serviced Companion Loan), as a collective whole (taking into account the pari passu or subordinate nature of any Companion Loans), the master servicer or the special servicer, as the case may be, may take any such action without waiting for the Directing Holder’s response (or without waiting to consult with the Directing Holder, the Risk Retention Consultation Party or the operating advisor, as the case may be); provided that the special servicer or master servicer, as applicable, provides the Directing Holder (or the operating advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis for such action.

In addition, neither the master servicer nor the special servicer (i) will be required to take or refrain from taking any action pursuant to instructions or objections from the Directing Holder or Controlling Class Representative or (ii) may follow any advice or consultation provided by the Directing Holder or Controlling Class Representative or the holder of a Serviced Pari Passu Companion Loan (or its representative) that would (1) cause it to violate any applicable law, the related Mortgage Loan documents, any related Co-Lender Agreement, the PSA, including the Servicing Standard, or the REMIC provisions, (2) expose the master servicer, the special servicer, the certificate administrator, the operating advisor, the asset representations reviewer, the issuing entity or the trustee to liability, (3) materially expand the scope of responsibilities of the master servicer or the special servicer, as applicable, under the PSA or (4) cause the master servicer or the special servicer, as applicable, to act, or fail to act, in a manner which in the reasonable judgment of the master servicer or the special servicer, as applicable, is not in the best interests of the Certificateholders (and, with respect to a Serviced Whole Loan, subject to the rights of the holders of any related Companion Loan, as described under “Description of the Mortgage Pool—The Whole Loans”).

Rights of Holders of Companion Loans

With respect to any Non-Serviced Whole Loan or Servicing Shift Whole Loan, the Controlling Class Representative will not be entitled to exercise the rights described above, but such rights, or rights substantially similar to those rights, will be exercisable by the related directing holder under the related Non-Serviced PSA. The issuing entity, as the holder of each Non-Serviced Mortgage Loan and the Servicing Shift Mortgage Loans, has non-binding consultation rights with respect to certain major decisions relating to each Non-Serviced Whole Loan or the Servicing Shift Whole Loans, as applicable, and, other than in respect of any applicable Excluded Loan, so long as a Consultation Termination Event has not occurred and is not continuing, the Controlling Class Representative will be entitled to exercise such consultation rights of the issuing entity pursuant to the terms of the related Co-Lender Agreement. In the event a Consultation Termination Event has occurred and is continuing, the operating advisor will be required to exercise such consultation rights of the issuing entity pursuant to the terms of the related Co-Lender Agreement. See also “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans—Certain Rights of each Non-Controlling Holder” and “—Servicing of the Non-Serviced Mortgage Loans”.

With respect to a Serviced Pari Passu Mortgage Loan that is subject to a Pari Passu Companion Loan, the holder of the Pari Passu Companion Loan has non-binding consultation rights with respect to certain major decisions and certain rights in connection with the sale of such Serviced Whole Loan if it has become a Defaulted Loan, as provided in the applicable Co-Lender Agreement. See “Description of the Mortgage Pool—The Whole Loans” and “—Sale of Defaulted Loans and REO Properties”.

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Limitation on Liability of Directing Holder

The Directing Holder will not be liable to the issuing entity or the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. However, the Directing Holder will not be protected against any liability to the Controlling Class Certificateholders that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders.

Each Certificateholder will acknowledge and agree, by its acceptance of its certificates, that the Directing Holder:

(a)     may have special relationships and interests that conflict with those of holders of one or more classes of certificates;

(b)     may act solely in the interests of the Controlling Class Certificateholders;

(c)     does not have any liability or duties to the holders of any class of certificates other than the Controlling Class;

(d)     may take actions that favor the interests of the Controlling Class Certificateholders over the interests of the holders of one or more other classes of certificates; and

(e)     will have no liability whatsoever (other than to a Controlling Class Certificateholder, to the extent the Controlling Class Representative is the Directing Holder) for having so acted as set forth in (a) through (d) above, and no Certificateholder may take any action whatsoever against the Directing Holder or any director, officer, employee, agent or principal of the Directing Holder for having so acted.

The taking of, or refraining from taking, any action by the master servicer or special servicer in accordance with the direction of or approval of the Directing Holder, which does not violate the terms of any Mortgage Loan, any law or the Servicing Standard or the provisions of the PSA or the related Co-Lender Agreement, will not result in any liability on the part of the master servicer or the special servicer.

Each Certificateholder will acknowledge and agree, by its acceptance of its certificates, that the Loan-Specific Directing Holder and the holders of the Non-Serviced Companion Loan(s) or a Companion Loan that is part of a Servicing Shift Whole Loan or their respective designees (e.g. the related directing holder under the related Non-Serviced PSA) will have limitations on liability with respect to actions taken in connection with the related Mortgage Loan similar to the limitations of the Directing Holder described above pursuant to the terms of the related Co-Lender Agreement and the related Non-Serviced PSA. See “Description of the Mortgage Pool—The Whole Loans”.

The Operating Advisor

General

The operating advisor will act solely as a contracting party to the extent set forth in the PSA, and in accordance with the Operating Advisor Standard, and will have no fiduciary duty to any party. The operating advisor’s duties will be limited to its specific duties under the PSA, and the operating advisor will have no duty or liability to any particular class of certificates or any Certificateholder. The operating advisor is not the special servicer, the master servicer or a sub-servicer and will not be charged with changing the outcome on any particular decision with respect to a Mortgage Loan. By purchasing a certificate, potential investors acknowledge and agree that there could be a variety of activities or decisions made with respect to, or multiple strategies to resolve a Mortgage Loan and that the goal of the operating advisor’s participation is to provide additional oversight with respect to the special servicer’s compliance with the Servicing Standard in making its determinations as to which strategy to execute.

Potential investors should note that the operating advisor is not an “advisor” for any purpose other than as specifically set forth in the PSA and is not an advisor to any person, including without limitation any

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Certificateholder. For the avoidance of doubt, the operating advisor is not an “investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended, or a “broker” or “dealer” within the meaning of the Securities Exchange Act of 1934, as amended. See “Risk Factors—Other Risks Relating to the Certificates—Your Lack of Control Over the Issuing Entity and the Mortgage Loans Can Impact Your Investment”.

Notwithstanding the foregoing, the operating advisor will generally have no obligations or consultation rights as operating advisor under the PSA for this transaction with respect to any Non-Serviced Whole Loan, (each of which will be serviced pursuant to the related Non-Serviced PSA) or any related REO Properties.

In addition and for the avoidance of doubt, although the operating advisor may have certain consultation duties with the master servicer with respect to certain Major Decisions processed by the master servicer (as later described), the operating advisor will have no obligations or responsibility at any time to review or assess the actions of the master servicer for compliance with the Servicing Standard, and the operating advisor will not be required to consider such master servicer actions in connection with any Operating Advisor Annual Report.

Duties of Operating Advisor In General

With respect to each Serviced Mortgage Loan or Serviced Whole Loan, the operating advisor’s obligations will generally consist of the following:

(a)     reviewing (i) the actions of the special servicer with respect to a Mortgage Loan when it is a Specially Serviced Loan and (ii) after the occurrence and during the continuance of an Operating Advisor Consultation Event, the actions of the special servicer with respect to Major Decisions relating to a Mortgage Loan when it is not a Specially Serviced Loan, as described in “—The Directing Holder—Major Decisions” above;

(b)     reviewing (i) all reports by the special servicer made available to Privileged Persons that are posted on the certificate administrator’s website and (ii) each Asset Status Report (after the occurrence and during the continuance of an Operating Advisor Consultation Event) and Final Asset Status Report;

(c)     promptly recalculating the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with: (1) any Appraisal Reduction Amount or (2) net present value calculations used in the special servicer’s determination of what course of action to take in connection with the workout or liquidation of a Mortgage Loan when it is a Specially Serviced Loan; and

(d)     preparing an annual report (if, at any time during the prior calendar year (i) a Serviced Mortgage Loan or Serviced Whole Loan was a Specially Serviced Loan or (ii) the operating advisor was entitled to consult with the special servicer with respect to a Major Decision) generally in the form attached to this prospectus as Annex C, to be provided to the trustee, the master servicer, the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s website) and the certificate administrator (and made available through the certificate administrator’s website) in accordance with the Operating Advisor Standard, as described in “—Annual Report”.

In connection with the performance of the duties described in clause (c) above:

(i)      after the calculation has been finalized (and if an Operating Advisor Consultation Event has occurred and is continuing prior to the utilization by the special servicer), the special servicer will be required to deliver the foregoing calculations together with information and support materials (including such additional information reasonably requested by the operating advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information) to the operating advisor;

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(ii)if the operating advisor does not agree with the mathematical calculations or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the operating advisor and the special servicer will be required to consult with each other in order to resolve any material inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement; and

(iii)if the operating advisor and the special servicer are not able to resolve such matters, the operating advisor will be required to promptly notify the certificate administrator and the certificate administrator will be required to examine the calculations and supporting materials provided by the special servicer and the operating advisor and determine which calculation is to apply.

Prior to the occurrence and continuance of an Operating Advisor Consultation Event, the operating advisor review will be limited to an after-the-action review of the reports and material described above (together with any additional information and material reviewed by the operating advisor), and, therefore, it will have no involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers, lockbox management, insurance policies, borrower substitutions, lease changes, additional borrower debt, defeasances, property management changes, releases from escrow, assumptions and other similar actions that the special servicer may perform under the PSA and will have no obligations at any time with respect to any Non-Serviced Mortgage Loan.

With respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated, the operating advisor is entitled to rely solely on its receipt from the certificate administrator of notice pursuant to the PSA (which includes notices posted to the certificate administrator’s website), and, with respect to any obligations of the operating advisor that are performed only after the occurrence and continuance of an Operating Advisor Consultation Event, the operating advisor will have no obligation to perform any such duties until the receipt of such notice or actual knowledge of the occurrence of an Operating Advisor Consultation Event.

The “Operating Advisor Standard” means the requirement that the operating advisor must act solely on behalf of the issuing entity and in the best interest of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the holders of any related Companion Loan (as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender, taking into account the pari passu nature of any related Pari Passu Companion Loan and the subordinate nature of any related Subordinate Companion Loan), and not to holders of any particular class of certificates (as determined by the operating advisor in the exercise of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that the operating advisor or any of its affiliates may have with any of the underlying borrowers, property managers, any sponsor, any mortgage loan seller, the depositor, the master servicer, the special servicer, the asset representations reviewer, the Directing Holder, the Risk Retention Consultation Party, any Certificateholder or any of their respective affiliates.

Annual Report

Based on the operating advisor’s review of any Assessment of Compliance, any Attestation Report, any Major Decision Reporting Package and/or Asset Status Report (in each case, after the occurrence and during the continuance of an Operating Advisor Consultation Event), any Final Asset Status Report and other reports by the special servicer made available to Privileged Persons that are posted on the certificate administrator’s website during the prior calendar year, the operating advisor will (if, at any time during the prior calendar year (i) any Serviced Mortgage Loan was a Specially Serviced Loan or (ii) the operating advisor was entitled to consult with the special servicer with respect to any Major Decision) prepare an annual report substantially in the form attached to this prospectus as Annex C (the “Operating Advisor Annual Report”) to be provided to the special servicer, the depositor, the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s website) and the certificate administrator for the benefit of the Certificateholders (and made available through the certificate administrator’s website) within 120 days of the end of the prior calendar year that (a) sets forth whether the operating advisor believes, in

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its sole discretion exercised in good faith, that the special servicer is operating in compliance with the Servicing Standard with respect to its performance of its duties under the PSA with respect to Specially Serviced Loans (and, after the occurrence and during the continuance of an Operating Advisor Consultation Event, with respect to Major Decisions on non-Specially Serviced Loans and Serviced Companion Loans) during the prior calendar year on an asset-level basis, and (b) identifies (1) which, if any, standards the operating advisor believes, in its sole discretion exercised in good faith, the special servicer has failed to comply and (2) any deviations from the special servicer’s obligations under the PSA with respect to the resolution or liquidation of any Specially Serviced Loan or REO Property (other than with respect to any REO Property related to any Non-Serviced Mortgage Loan or any Servicing Shift Mortgage Loan); provided, however, that in the event the special servicer is replaced, the Operating Advisor Annual Report will only relate to the entity that was acting as special servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Operating Advisor Annual Report. In preparing any Operating Advisor Annual Report, the operating advisor will not be required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the special servicer’s obligations under the PSA that the operating advisor determines, in its sole discretion exercised in good faith, to be immaterial. Only as used in connection with the Operating Advisor Annual Report, the term “asset-level basis” refers to the special servicer’s performance of its duties with respect to the pool of Specially Serviced Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event, with respect to Major Decisions on non-Specially Serviced Loans and Serviced Companion Loans) under the PSA taking into account the special servicer’s specific duties under the PSA as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the operating advisor of any Assessment of Compliance, Attestation Report, Major Decision Reporting Package, Asset Status Report (after the occurrence and during the continuance of an Operating Advisor Consultation Event), Final Asset Status Report and other information, in each case, delivered to the operating advisor by the special servicer (other than any communications between the Directing Holder and the special servicer that would be Privileged Information) pursuant to the PSA.

The special servicer must be given an opportunity to review any Operating Advisor Annual Report at least 5 business days prior to such Operating Advisor Annual Report’s delivery to the certificate administrator and the 17g-5 Information Provider; provided that the operating advisor will have no obligation to adopt any comments to such Operating Advisor Annual Report that are provided by the special servicer.

Each Operating Advisor Annual Report will be required to comply with the confidentiality requirements, subject to certain exceptions, each as described in this prospectus and as provided in the PSA regarding Privileged Information.

The ability to perform the duties of the operating advisor and the quality and the depth of any Operating Advisor Annual Report will be dependent upon the timely receipt of information prepared or made available by others and the accuracy and the completeness of such information. In addition, in no event will the operating advisor have the power to compel any transaction party to take, or refrain from taking, any action. It is possible that the lack of access to Privileged Information may limit or prohibit the operating advisor from performing its duties under the PSA, in which case any Operating Advisor Annual Report will describe any resulting limitations, and the operating advisor will not be subject to any liability arising from such limitations or prohibitions. The operating advisor will be entitled to conclusively rely on the accuracy and completeness of any information it is provided without liability for any such reliance thereunder.

Additional Duties of the Operating Advisor While an Operating Advisor Consultation Event Has Occurred and is Continuing

While an Operating Advisor Consultation Event has occurred and is continuing, in addition to the duties described above, the operating advisor will be required to perform the following additional duties:

(a)to consult (on a non-binding basis) with the special servicer (in person or remotely via electronic, telephonic or other mutually agreeable communication) in respect of any Asset Status Reports in accordance with the Operating Advisor Standard, as described under “—Asset Status Report”; and

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(b)to consult (on a non-binding basis) with the master servicer or the special servicer to the extent it has received a Major Decision Reporting Package, as applicable, (in person or remotely via electronic, telephonic or other mutually agreeable communication) in accordance with the Operating Advisor Standard with respect to any Major Decisions processed by the master servicer or the special servicer, as applicable, as described under “—The Directing Holder—Major Decisions”.

To facilitate the consultation described above, the master servicer or the special servicer, as applicable, will be required to send to the operating advisor an Asset Status Report or Major Decision Reporting Package, as applicable, before the action is implemented.

An “Operating Advisor Consultation Event” will occur when either (i) the aggregate Certificate Balance of the HRR Certificates (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of any class of HRR Certificates) is 25% or less of the initial aggregate Certificate Balance of the HRR Certificates or (ii) a Control Termination Event has occurred and is continuing (or a Control Termination Event would occur and be continuing if not for the last proviso in the definition of Control Termination Event).

Recommendation of the Replacement of the Special Servicer

If at any time the operating advisor determines, in its sole discretion exercised in good faith, that (1) the special servicer is not performing its duties as required under the PSA or is otherwise not acting in accordance with the Servicing Standard and (2) the replacement of the special servicer would be in the best interest of the Certificateholders as a collective whole, then the operating advisor may recommend the replacement of the special servicer and deliver a report supporting such recommendation in the manner described in “—Replacement of the Special Servicer After Operating Advisor Recommendation and Investor Vote”.

Eligibility of Operating Advisor

The operating advisor will be required to be an Eligible Operating Advisor at all times during the term of the PSA. “Eligible Operating Advisor” means an entity:

(i)that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by the Rating Agencies (including, in the case of the operating advisor, this transaction) but has not been special servicer or operating advisor 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 or operating advisor as the sole or a material factor in such rating action;

(ii)that can and will make the representations and warranties of the operating advisor set forth in the PSA, including to the effect that it possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to the PSA over the life of the issuing entity;

(iii)that is not (and is not Risk Retention Affiliated with) the depositor, the trustee, the certificate administrator, the master servicer, the special servicer, a sponsor, any Borrower Party, the Retaining Party, a Subsequent Third-Party Purchaser, the Controlling Class Representative, the Directing Holder, the Risk Retention Consultation Party or a depositor, a trustee, a certificate administrator, a master servicer or a special servicer with respect to the securitization of a Companion Loan, or any of their respective Risk Retention Affiliates;

(iv)that has not been paid by the special servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations under the PSA or (y) for the 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

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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 or otherwise have any financial interest in the securitization transaction to which the PSA 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).

“Risk Retention Affiliate” or “Risk Retention Affiliated” means “affiliate of” or “affiliated with”, as such terms are defined in 12 C.F.R. 244.2 of the Credit Risk Retention Rules.

Other Obligations of Operating Advisor

At all times, subject to the Privileged Information Exception, the operating advisor and its affiliates will be obligated to keep confidential any “Privileged Information” received from the special servicer or Directing Holder in connection with the Directing Holder’s exercise of any rights under the PSA (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the transaction, except under the circumstances described below. As used in this prospectus, “Privileged Information” means (i) any correspondence between the Directing Holder or the Risk Retention Consultation Party and the special servicer related to any Specially Serviced Loan (other than with respect to any applicable Excluded Loan) or the exercise of the Directing Holder’s consent or consultation rights or the Risk Retention Consultation Party’s consultation rights under the PSA, (ii) any strategically sensitive information that the special servicer has reasonably determined (and has labeled, identified or otherwise communicated as privileged or confidential information) could compromise the issuing entity’s position in any ongoing or future negotiations with the related borrower or other interested party, (iii) information subject to attorney-client privilege (and has labeled, identified or otherwise communicated as privileged or confidential information) and (iv) any Asset Status Report or Final Asset Status Report.

The operating advisor is required to keep all such Privileged Information confidential and may not, without the prior written consent of the special servicer and (for so long as no Consultation Termination Event is continuing) the Directing Holder (with respect to any Serviced Mortgage Loan other than any applicable Excluded Loan), disclose such Privileged Information to any person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly required by the PSA, to the other parties to the PSA with a notice indicating that such information is Privileged Information, (2) pursuant to a Privileged Information Exception, or (3) where necessary to support specific findings or conclusions concerning allegations of deviations from the Servicing Standard (i) in the Operating Advisor Annual Report or (ii) in connection with a recommendation by the operating advisor to replace the special servicer. Each party to the PSA that receives Privileged Information from the operating advisor with a notice stating that such information is Privileged Information may not without the prior written consent of the special servicer and, unless a Consultation Termination Event has occurred, the Directing Holder (with respect to any Serviced Mortgage Loan other than any applicable Excluded Loan) and the Controlling Class Representative, disclose such Privileged Information to any person other than pursuant to a Privileged Information Exception. In addition and for the avoidance of doubt, while the operating advisor may serve in a similar capacity with respect to other securitizations that involve the same parties or borrowers involved in this securitization, any experience or knowledge gained by the operating advisor from such other engagements may not be imputed to the operating advisor or its employees for this transaction; provided, however, the operating advisor may consider such experience or knowledge as pertinent information for discussion with the special servicer during its periodic meetings.

“Privileged Information Exception” means, with respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, arbitration parties, taxing authorities or other

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governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the master servicer, the special servicer, the operating advisor, the asset representations reviewer, the certificate administrator and the trustee, as evidenced by written advice of counsel (which will be an additional expense of the issuing entity) delivered to each of the master servicer, the special servicer, the Directing Holder (other than with respect to any applicable Excluded Loan), the operating advisor, the asset representations reviewer, the certificate administrator and the trustee), required by law, rule, regulation, order, judgment or decree to disclose such information.

Delegation of Operating Advisor’s Duties

The operating advisor may delegate its duties to agents or subcontractors in accordance with the PSA to the extent such agents or subcontractors satisfy clauses (iii), (iv) and (vi) of the definition of “Eligible Operating Advisor”; provided, however, the operating advisor will remain obligated and primarily liable for any actions required to be performed by it under the PSA without diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from any person acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the operating advisor alone were performing its obligations under the PSA.

Termination of the Operating Advisor With Cause

The following constitute operating advisor termination events under the PSA (each, an “Operating Advisor Termination Event”), whether any such event is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

(a)any failure by the operating advisor to observe or perform in any material respect any of its covenants or agreements or the material breach of any of its representations or warranties under the PSA, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, is given to the operating advisor by any party to the PSA or to the operating advisor, the certificate administrator and the trustee by the holders of certificates evidencing greater than 25% of the aggregate Voting Rights; provided that with respect to any such failure that is not curable within such 30 day period, the operating advisor will have an additional cure period of 30 days to effect such cure so long as it has commenced to cure such failure within the initial 30 day period and has provided the trustee and the certificate administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;

(b)any failure by the operating advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, is given in writing to the operating advisor by any party to the PSA;

(c)any failure by the operating advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, is given in writing to the operating advisor by any party to the PSA;

(d)a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, is entered against the operating advisor, and such decree or order remains in force undischarged or unstayed for a period of 60 days;

(e)the operating advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the operating advisor or of or relating to all or substantially all of its property; or

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(f)the operating advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations.

Upon receipt by the certificate administrator of notice of the occurrence of any Operating Advisor Termination Event, the certificate administrator will be required to promptly provide written notice to all Certificateholders electronically by posting such notice on its internet website and by mail, unless the certificate administrator has received notice that such Operating Advisor Termination Event has been remedied.

Rights Upon Operating Advisor Termination Event

After the occurrence of an Operating Advisor Termination Event, the trustee may, and upon the written direction of holders of certificates evidencing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the classes of certificates), the trustee will, promptly terminate the operating advisor for cause and appoint a replacement operating advisor that is an Eligible Operating Advisor; provided that no such termination will be effective until a successor operating advisor has been appointed and has assumed all of the obligations of the operating advisor under the PSA. The trustee may rely on a certification by the replacement operating advisor that it is an Eligible Operating Advisor. If the trustee is unable to find a replacement operating advisor that is an Eligible Operating Advisor within 30 days of the termination of the operating advisor, the depositor will be permitted to find a replacement.

Upon any termination of the operating advisor and appointment of a successor operating advisor, the trustee will, as soon as possible, be required to give written notice of the termination and appointment to the special servicer, the master servicer, the certificate administrator, the depositor, the Controlling Class Representative (for any Mortgage Loan other than any applicable Excluded Loan and only for so long as no Consultation Termination Event has occurred), any Companion Loan noteholder, the Certificateholders, the Risk Retention Consultation Party and the 17g-5 Information Provider (and made available through the 17g-5 Information Provider’s website).

Waiver of Operating Advisor Termination Event

The holders of certificates evidencing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the certificate administrator of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor Termination Event will cease to exist and will be deemed to have been remedied. Upon any such waiver of an Operating Advisor Termination Event, the trustee and the certificate administrator will be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor Termination Event prior to such waiver from the issuing entity.

Termination of the Operating Advisor Without Cause

Upon (i) the written direction of holders of Non-Reduced Interests evidencing not less than 15% of the Voting Rights of the Non-Reduced Interests requesting a vote to terminate and replace the operating advisor with a proposed successor operating advisor that is an Eligible Operating Advisor, and (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses to be incurred by the certificate administrator in connection with administering such vote, the certificate administrator will promptly provide written notice to all Certificateholders and the operating advisor of such request by posting such notice on its internet website, and by mailing such notice to all Certificateholders and the operating advisor.

Upon the written direction of holders of Non-Reduced Interests evidencing more than 50% of the Voting Rights of the Non-Reduced Interests that exercise their right to vote (provided that holders of Non-Reduced Interests evidencing at least 50% of the Voting Rights of the Non-Reduced Interests exercise their right to vote), the trustee will terminate all of the rights and obligations of the operating advisor under the PSA (other

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than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification rights (arising out of events occurring prior to such termination)) by written notice to the operating advisor, and the proposed successor operating advisor will be appointed.

The certificate administrator will include on each Distribution Date Statement a statement that each Certificateholder and beneficial owner may access such notices on the certificate administrator’s website and each Certificateholder and beneficial owner may register to receive email notifications when such notices are posted on the website. The certificate administrator will be entitled to reimbursement from the requesting Certificateholders for the reasonable expenses of posting notices of such requests.

Resignation of the Operating Advisor

The operating advisor may resign upon 30 days’ prior written notice to the depositor, the master servicer, the special servicer, the trustee, the certificate administrator, the asset representations reviewer, the Controlling Class Representative and the Risk Retention Consultation Party, if the operating advisor has secured a replacement operating advisor that is an Eligible Operating Advisor and such replacement operating advisor has accepted its appointment as the replacement operating advisor and receipt by the trustee of a Rating Agency Confirmation from each Rating Agency. If no successor operating advisor has been so appointed and accepted the appointment within 30 days after the notice of resignation, the resigning operating advisor may petition any court of competent jurisdiction for the appointment of a successor operating advisor that is an Eligible Operating Advisor. The resigning operating advisor must pay all costs and expenses associated with the transfer of its duties.

Operating Advisor Compensation

Certain fees will be payable to the operating advisor, and the operating advisor will be entitled to be reimbursed for certain expenses, as described under “—Servicing and Other Compensation and Payment of Expenses—Operating Advisor Compensation”.

In the event the operating advisor resigns or is terminated for any reason it will remain entitled to any accrued and unpaid fees and reimbursement of Operating Advisor Expenses and any rights to indemnification provided under the PSA with respect to the period for which it acted as operating advisor.

The operating advisor will be entitled to reimbursement of certain expenses incurred by the operating advisor in the event that the operating advisor is terminated without cause. See “—Termination of the Operating Advisor Without Cause” above.

The Asset Representations Reviewer

Asset Review

Asset Review Trigger

On or prior to each Distribution Date, based on the CREFC^® delinquent loan status report and/or the CREFC^® loan periodic update file delivered by the master servicer for such Distribution Date, the certificate administrator will be required to determine if an Asset Review Trigger has occurred.  If an Asset Review Trigger is determined to have occurred, the certificate administrator will be required to promptly provide notice to the asset representations reviewer, the master servicer, the special servicer, the Controlling Class Representative and all Certificateholders in accordance with the terms of the PSA. On each Distribution Date after providing such notice to Certificateholders, the certificate administrator, based on information provided to it by the master servicer, will be required to determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver written notice of such information (which may be via email) within 2 business days of such determination to the master servicer, the special servicer, the operating advisor and the asset representations reviewer.  An “Asset Review Trigger” will occur when either

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(1) Mortgage Loans with an aggregate outstanding principal balance of 25% or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan) held by the issuing entity) as of the end of the applicable Collection Period are Delinquent Loans as of the end of the related Collection Period or (2) at least 15 Mortgage Loans are Delinquent Loans as of the end of the related Collection Period and the 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 Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable Collection Period. The PSA will require that the certificate administrator include in the Distribution Date Statement on Form 10-D relating to the distribution period in which the Asset Review Trigger occurred a description of the events that caused the Asset Review Trigger to occur.

We believe this Asset Review Trigger is appropriate considering the unique characteristics of pools of Mortgage Loans underlying CMBS. See “Risk Factors—Risks Relating to the Mortgage Loans—Static Pool Data Would Not Be Indicative of the Performance of this Pool”. While we do not believe static pool information is relevant to CMBS transactions as a general matter, as a point of relative context, with respect to the 50 prior pools of commercial mortgage loans for which GSMC (or its predecessors) was a sponsor in a public offering of CMBS with a securitization closing date on or after March 31, 2009, the highest percentage of a particular pool of loans (by outstanding principal balance) that were delinquent at least 60 days at the end of any reporting period between January 1, 2014 and September 30, 2019 was approximately 4.39%.

This pool of Mortgage Loans is not homogeneous or granular, and there are individual Mortgage Loans that each represent a significant percentage, by outstanding principal balance, of the Mortgage Pool.  For example, the four (4) largest Mortgage Loans in the pool represent approximately 21.7% of the Initial Pool Balance.  Given this mortgage pool composition and the fact that CMBS pools as a general matter include a small relative number of larger mortgage loans, we believe it would not be appropriate for the delinquency of the three largest Mortgage Loans, in the case of this mortgage pool, to cause the Asset Review Trigger to be met, as that would not necessarily be indicative of the overall quality of the Mortgage Pool. On the other hand, a significant number of Delinquent Loans by loan count, but representing a smaller percentage of the aggregate outstanding principal balance of the Mortgage Loans than the percentage set forth in clause (1) of the definition of “Asset Review Trigger”, could indicate an issue with the quality of the Mortgage Pool. As a result, we believe it would be appropriate to have the alternative test as set forth in clause (2) of the definition of “Asset Review Trigger”, namely to have the Asset Review Trigger be met if 15 Mortgage Loans are Delinquent Loans, assuming those Delinquent Loans represent at least 20% of aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable Collection Period.

CMBS as an asset class has historically not had a large number of claims for, or repurchases based on, breaches of representations and warranties.  While the Asset Review Trigger we have selected is less than this historical peak, we feel it remains at a level that avoids a trigger based on market variability while providing an appropriate threshold to capture delinquencies that may have resulted from an underlying deficiency in a mortgage loan seller’s Mortgage Loans that could be the basis for claims against the related mortgage loan seller based on breaches of the representations and warranties.

“Delinquent Loan” means a Mortgage Loan that is delinquent at least 60 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.

Asset Review Vote

If holders of certificates evidencing not less than 5.0% of the Voting Rights deliver to the certificate administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), the certificate administrator will be required to promptly provide written notice of such direction to the asset representations reviewer and all Certificateholders, and to conduct a solicitation of votes to

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authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review evidencing at least a majority of the votes cast but in any event at least a majority of an Asset Review Quorum within 150 days of the receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the certificate administrator will be required to promptly provide written notice of such Affirmative Asset Review Vote to all parties to the PSA, the underwriters, the mortgage loan sellers, the Controlling Class Representative, the Risk Retention Consultation Party and the Certificateholders. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the asset representations reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) an additional Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the certificate administrator has timely received an Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) above and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) above. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the certificate administrator in connection with administering such vote will be paid as an expense of the issuing entity from the Collection Account.

An “Asset Review Quorum” means, in connection with any solicitation of votes to authorize an Asset Review as described above, the holders of certificates evidencing at least 5.0% of the aggregate Voting Rights.

Review Materials

Upon receipt of notice from the certificate administrator of an Affirmative Asset Review Vote (the “Asset Review Notice”), the custodian (with respect to clauses (i) through (v) below for non-Specially Serviced Loans), the master servicer (with respect to clauses (vi) and (vii) below for non-Specially Serviced Loans) and the special servicer (with respect to Specially Serviced Loans), in each case to the extent in such party’s possession, will be required to promptly, but in no event later than 10 business days (except with respect to clause (vii)) after receipt of such notice from the certificate administrator, provide, or make available, the following materials for each Delinquent Loan (in electronic format) to the asset representations reviewer (collectively, with the Diligence Files, any notice of a breach of a representation or warranty relating to any Delinquent Loan received by the asset representations reviewer from any other party to the PSA, a copy of the prospectus, a copy of the applicable MLPA and a copy of the PSA, the “Review Materials”):

(i)a copy of an assignment of the Mortgage in favor of the trustee, with evidence of recording thereon, for each Delinquent Loan that is subject to an Asset Review;

(ii)a copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;

(iii)a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already covered pursuant to items (i) or (ii) above;

(iv)a copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent Loan that is subject to an Asset Review;

(v)a copy of an assignment in favor of the trustee of any financing statement executed and filed in the relevant jurisdiction related to each Delinquent Loan that is subject to an Asset Review;

(vi)a copy of any notice previously delivered by the master servicer or the special servicer, as applicable, of any alleged defect or breach with respect to any Delinquent Loan; and

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(vii)any other related documents that were entered into or delivered in connection with the origination of such Mortgage Loan that are necessary in connection with the asset representations reviewer’s completion of any Asset Review and that are requested (in writing in accordance with the PSA) by the asset representations reviewer, in the time frames and as otherwise described below.

In addition, in the event that, as part of an Asset Review of any Delinquent Loan, the asset representations reviewer determines that the Review Materials provided to it with respect to such Delinquent Loan are missing any documents that are required to be part of the Review Materials for such Mortgage Loan or which were entered into or delivered in connection with the origination of such Mortgage Loan that, in either case, are necessary in connection with its completion of any Test in connection with such Asset Review, the asset representations reviewer will promptly, but in no event later than 10 business days after receipt of the Review Materials, notify the master servicer (with respect to non-Specially Serviced Loans) or the special servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents, and request the master servicer or the special servicer, as applicable, promptly, but in no event later than 10 business days after receipt of such notification from the asset representations reviewer, to deliver to the asset representations reviewer such missing documents to the extent in its possession. In the event any missing documents are not provided by the master servicer or special servicer, as applicable, within such 10-business day period, the asset representations reviewer will request such documents from the related mortgage loan seller. Each mortgage loan seller will be required under each MLPA to deliver such additional documents only to the extent such documents are in the possession of such mortgage loan seller.

In addition, with respect to any Delinquent Loan that is a Non-Serviced Mortgage Loan, to the extent any documents required by the asset representations reviewer to complete a Test are missing or have not been received from the related mortgage loan seller, the asset representations reviewer will request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage Loan is being serviced by a Non-Serviced Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced Mortgage Loan is being serviced by a Non-Serviced Special Servicer).

The asset representations reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a person that is not a party to the PSA or the related mortgage loan seller, and will do so only if such information can be independently verified (without unreasonable effort or expense to the asset representations reviewer) and is determined by the asset representations reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information, “Unsolicited Information”), as described below.

Asset Review

Upon its receipt of the Asset Review Notice and access to the Diligence Files posted to the secure data room with respect to a Delinquent Loan, the asset representations reviewer, as an independent contractor, will be required to commence a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”). An Asset Review of each Delinquent Loan will consist of the application of a set of pre-determined review procedures (the “Tests”) for each representation and warranty made by the related mortgage loan seller with respect to such Delinquent Loan, provided, however, the asset representations reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials if, and only to the extent, the asset representations reviewer determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard. Once an Asset Review of a Mortgage Loan is completed, no further Asset Review will be required of or performed on that Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or become a Delinquent Loan again at the time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such Asset Review Trigger.

“Asset Review Standard” means the performance by the asset representations reviewer of its duties under the PSA in good faith subject to the express terms of the PSA. All determinations or assumptions

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made by the asset representations reviewer in connection with an Asset Review are required to be made in the asset representations reviewer’s good faith discretion and judgment based on the facts and circumstances known to it at the time of such determination or assumption.

No Certificateholder will have the right to change the scope of the asset representations reviewer’s review, and the asset representations reviewer will not be required to review any information other than (i) the Review Materials and (ii) if applicable, Unsolicited Information.

The asset representations reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively rely on such Review Materials.

In the event that the asset representations reviewer determines that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered to the asset representations reviewer by the applicable mortgage loan seller, the master servicer (with respect to non-Specially Serviced Loans) or the special servicer (with respect to Specially Serviced Loans) to the extent in the master servicer’s or the special servicer’s possession within 10 business days upon request as described above, the asset representations reviewer will list such missing documents in a preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such missing documents are necessary to complete a Test and (if the asset representations reviewer has so concluded) that the absence of such documents will be deemed to be a failure of such Test (the “Preliminary Asset Review Report”). The asset representations reviewer will be required to provide such Preliminary Asset Review Report to the master servicer (with respect to non-Specially Serviced Loans) or the special servicer (with respect to Specially Serviced Loans) and the applicable mortgage loan seller no later than 60 days after the date on which access to the Diligence Files in the secure data room is made available to the asset representations reviewer by the certificate administrator. If the Preliminary Asset Review Report indicates that any of the representations and warranties fails or is deemed to fail any Test, the applicable mortgage loan seller will have 90 days from receipt of the Preliminary Asset Review Report (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any information and documents provided or explanations given to support the applicable mortgage loan seller’s claim that the representation and warranty has not failed a Test or that any missing documents in the Review Materials are not required to complete a Test will be required to be promptly delivered by such mortgage loan seller to the asset representations reviewer. For avoidance of doubt, the asset representations reviewer will not be required to prepare a Preliminary Asset Review Report in the event the asset representations reviewer determines that there is no Test failure with respect to the related Delinquent Loan.

The asset representations reviewer will be required, within the later of (x) 60 days after the date on which access to the Diligence Files posted to the secure data room is provided to the asset representations reviewer by the certificate administrator or (y) 10 days after the expiration of the Cure/Contest Period to complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report setting forth the asset representations reviewer’s findings and conclusions as to whether or not it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the asset representations reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”) to each party to the PSA and the related mortgage loan seller, and (ii) a summary of the asset representations reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”) to the trustee and certificate administrator. The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional 30 days, upon written notice to the parties to the PSA and the related mortgage loan seller, if the asset representations reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the Delinquent Loans and/or the Mortgaged Property or Mortgaged Properties. In no event may the asset representations reviewer determine whether any Test failure constitutes a Material Defect, or whether the issuing entity should enforce any rights it may have against the related mortgage loan seller, which, in each such case, will be the responsibility of the master servicer or the special servicer, as applicable. See “—Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA” below. In addition, in the event that the asset representations reviewer does not receive any documentation that it requested from the master servicer (with respect to non-Specially Serviced Loans),

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the special servicer (with respect to Specially Serviced Loans) or the related mortgage loan seller in sufficient time to allow the asset representations reviewer to complete its Asset Review and deliver an Asset Review Report, the asset representations reviewer will be required to prepare the Asset Review Report solely based on the documentation received by the asset representations reviewer with respect to the related Delinquent Loan, and the asset representations reviewer will have no responsibility to independently obtain any such documentation from any party to the PSA or otherwise. The PSA will require that the certificate administrator (i) include the Asset Review Report Summary in the Distribution Date Statement on Form 10–D relating to the distribution period in which such Asset Review Report Summary was received by the certificate administrator, and (ii) post such Asset Review Report Summary to the certificate administrator’s website not later than 2 business days after receipt of such Asset Review Report Summary from the asset representations reviewer.

Eligibility of Asset Representations Reviewer

The asset representations reviewer will be required to represent and warrant in the PSA that it is an Eligible Asset Representations Reviewer. The asset representations reviewer is required to be at all times an Eligible Asset Representations Reviewer. If the asset representations reviewer ceases to be an Eligible Asset Representations Reviewer, the asset representations reviewer is required to immediately notify the master servicer, the special servicer, the trustee, the operating advisor, the certificate administrator, the Controlling Class Representative and the Directing Holder of such disqualification and immediately resign under the PSA as described under the “—Resignation of Asset Representations Reviewer” below.

An “Eligible Asset Representations Reviewer” is an entity that (i) is a special servicer, operating advisor or asset representations reviewer on a transaction rated by any of DBRS, Inc. (“DBRS”), Fitch Ratings, Inc. (“Fitch”), Kroll Bond Rating Agency, Inc.(“KBRA”), Moody’s Investors Service, Inc. (“Moody’s”), Morningstar Credit Ratings, LLC (“Morningstar”) or S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC (“S&P”) and that has not been the 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, the operating advisor or the asset representations reviewer, as applicable, as the sole or material factor in such rating action, (ii) can and will make the representations and warranties of the asset representations reviewer set forth in the PSA, (iii) is not (and is not Risk Retention Affiliated with) a sponsor, a mortgage loan seller, the master servicer, the special servicer, the depositor, the certificate administrator, the trustee, the Retaining Party, a Subsequent Third-Party Purchaser, the Controlling Class Representative, the Directing Holder, the Risk Retention Consultation Party or any of its Risk Retention Affiliates, (iv) has not performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of a sponsor, a mortgage loan seller, any underwriter, any party to the PSA, the Controlling Class Representative, the Risk Retention Consultation Party or the Directing Holder or any of their respective affiliates, or have been paid any fees, compensation or other remuneration by any of them in connection with any such services and (v) that does not directly or indirectly, through one or more affiliates or otherwise, own any interest in any certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which the PSA 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 the PSA.

Other Obligations of Asset Representations Reviewer

The asset representations reviewer and its affiliates are required to keep confidential any information appropriately labeled as “Privileged Information” received from any party to the PSA or any sponsor under the PSA (including, without limitation, in connection with the review of the Mortgage Loans) and not disclose such Privileged Information to any person (including Certificateholders), other than (1) to the extent expressly required by the PSA in an Asset Review Report or otherwise, to the other parties to the PSA with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to the PSA that receives such Privileged Information from the asset representations

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reviewer with a notice stating that such information is Privileged Information may not disclose such Privileged Information to any person without the prior written consent of the special servicer other than pursuant to a Privileged Information Exception. In addition, the asset representations reviewer will be required to keep all documents received by the asset representations reviewer in connection with an Asset Review that are provided by the applicable mortgage loan seller, the master servicer and the special servicer confidential and will not be permitted to disclose such documents except (i) for purposes of complying with its duties and obligations under the PSA, (ii) if such documents become generally available and known to the public other than as a result of a disclosure directly or indirectly by the asset representations reviewer, (iii) if it is reasonable and necessary for the asset representations reviewer to disclose such documents in working with legal counsel, auditors, taxing authorities or other governmental agencies, (iv) if such documents or information was already known to the asset representations reviewer and not otherwise subject to a confidentiality obligation and/or (v) if the asset representations reviewer is required by law, rule, regulation, order, judgment or decree to disclose such document.

Neither the asset representations reviewer nor any of its affiliates may make any investment in any class of certificates; provided, however, that such prohibition will not apply to (i) riskless principal transactions effected by a broker dealer affiliate of the asset representations reviewer or (ii) investments by an affiliate of the asset representations reviewer if the asset representations reviewer and such affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the asset representations reviewer under the PSA from personnel involved in such affiliate’s investment activities and (B) prevent such affiliate and its personnel from gaining access to information regarding the issuing entity and the asset representations reviewer and its personnel from gaining access to such affiliate’s information regarding its investment activities.

Delegation of Asset Representations Reviewer’s Duties

The asset representations reviewer may delegate its duties to agents or subcontractors in accordance with the PSA, however, the asset representations reviewer will remain obligated and primarily liable for any Asset Review required in accordance with the provisions of the PSA without diminution of such obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from any person acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the asset representations reviewer alone were performing its obligations under the PSA.

Assignment of Asset Representations Reviewer’s Rights and Obligations

The asset representations reviewer may assign its rights and obligations under the PSA in connection with the sale or transfer of all or substantially all of its asset representations reviewer portfolio, provided that: (i) the purchaser or transferee accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer resulting from a merger, consolidation or succession that is permitted under the PSA, (B) assumes in writing each covenant and condition to be performed or observed by the asset representations reviewer under the PSA and (C) is not a prohibited party under the PSA; (ii) the asset representations reviewer will not be released from its obligations under the PSA that arose prior to the effective date of such assignment and delegation; (iii) the rate at which each of the Asset Representations Reviewer Fee and the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated may not exceed the rate then in effect and (iv) the resigning asset representations reviewer will be required to be responsible for the reasonable costs and expenses of each other party to the PSA and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment and delegation, the purchaser or transferee will be required to provide notice to each party to the PSA and then will be the successor asset representations reviewer under the PSA.

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Asset Representations Reviewer Termination Events

The following constitute asset representations reviewer termination events under the PSA (each, an “Asset Representations Reviewer Termination Event”) whether any such event is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

(i)any failure by the asset representations reviewer to observe or perform in any material respect any of its covenants or agreements or the material breach of any of its representations or warranties under the PSA, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, is given to the asset representations reviewer by the trustee or to the asset representations reviewer and the trustee by the holders of certificates evidencing at least 25% of the Voting Rights;

(ii)any failure by the asset representations reviewer to perform its obligations set forth in the PSA in accordance with the Asset Review Standard in any material respect, which failure continues unremedied for a period of 30 days after the date written notice of such failure, requiring the same to be remedied, is given to the asset representations reviewer by any party to the PSA;

(iii)any failure by the asset representations reviewer to be an Eligible Asset Representations Reviewer, which failure continues unremedied for a period of 30 days after the date written notice of such failure, requiring the same to be remedied, is given to the asset representations reviewer by any party to the PSA;

(iv)a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the asset representations reviewer, and such decree or order has remained in force undischarged or unstayed for a period of 60 days;

(v)the asset representations reviewer consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the asset representations reviewer or of or relating to all or substantially all of its property; or

(vi)the asset representations reviewer admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations.

Upon receipt by the certificate administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the certificate administrator will be required to promptly provide written notice to all Certificateholders electronically by posting such notice on its internet website and by mail, unless the certificate administrator has received notice that such Asset Representations Reviewer Termination Event has been remedied.

Rights Upon Asset Representations Reviewer Termination Event

If an Asset Representations Reviewer Termination Event occurs, and in each and every such case, so long as such Asset Representations Reviewer Termination Event has not been remedied, then either the trustee (i) may or (ii) upon the written direction of holders of certificates evidencing at least 25% of the Voting Rights (without regard to the application of any Appraisal Reduction Amounts) will be required to, terminate all of the rights and obligations of the asset representations reviewer under the PSA, other than rights and obligations accrued prior to such termination and other than indemnification rights (arising out of events occurring prior to such termination), by written notice to the asset representations reviewer. The

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asset representations reviewer is required to bear all reasonable costs and expenses of each other party to the PSA in connection with its termination for cause.

Termination of the Asset Representations Reviewer Without Cause

Upon (i) the written direction of holders of certificates evidencing not less than 25% of the Voting Rights (without regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the asset representations reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer, and (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses to be incurred by the certificate administrator in connection with administering such vote, the certificate administrator will promptly provide notice to all Certificateholders and the asset representations reviewer of such request by posting such notice on its internet website, and by mailing to all Certificateholders and the asset representations reviewer. Upon the written direction of holders of Principal Balance Certificates evidencing at least 75% of a Quorum (without regard to the application of any Appraisal Reduction Amounts), the trustee will be required to terminate all of the rights and obligations of the asset representations reviewer under the PSA (other than any rights or obligations that accrued prior to the date of such termination and other than indemnification rights (arising out of events occurring prior to such termination)) by written notice to the asset representations reviewer, and the proposed successor asset representations reviewer will be appointed.

In the event that holders of the Principal Balance Certificates evidencing at least 75% of a Quorum (without regard to the application of any Appraisal Reduction Amounts) elect to remove the asset representations reviewer without cause and appoint a successor, the successor asset representations reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.

Resignation of Asset Representations Reviewer

The asset representations reviewer may at any time resign by giving written notice to the other parties to the PSA. In addition, the asset representations reviewer will at all times be required to be an Eligible Asset Representations Reviewer, and will be required to resign if it fails to be an Eligible Asset Representations Reviewer by giving written notice to the other parties. Upon such notice of resignation, the depositor will be required to promptly appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. No resignation of the asset representations reviewer will be effective until a successor asset representations reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted the appointment. If no successor asset representations reviewer has been so appointed and accepted the appointment within 30 days after the notice of resignation, the resigning asset representations reviewer may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The resigning asset representations reviewer must pay all costs and expenses of each other party to the PSA and each Rating Agency in connection with its resignation and the transfer of its duties.

Asset Representations Reviewer Compensation

Certain fees will be payable to the asset representations reviewer, and the asset representations reviewer will be entitled to be reimbursed for certain expenses, as described under “—Servicing and Other Compensation and Payment of Expenses”.

Limitation on Liability of the Risk Retention Consultation Party

The Risk Retention Consultation Party will not be liable to the issuing entity or the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. However, the Risk Retention Consultation Party will not be protected against any liability to the holders of the VRR Interest that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations or duties owed to the holders of the VRR Interest.

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Each Certificateholder will acknowledge and agree, by its acceptance of its certificates, that the Risk Retention Consultation Party:

(a)may have special relationships and interests that conflict with those of holders of one or more classes of certificates;

(b)may act solely in the interests of the holders of the VRR Interest;

(c)does not have any liability or duties to the holders of any class of certificates other than the holders of the VRR Interest;

(d)may take actions that favor the interests of the holders of one or more classes of certificates or, the holders of the VRR Interest, over the interests of the holders of one or more other classes of certificates; and

(e)will have no liability whatsoever (other than to the holders of the VRR Interest) for having so acted as set forth in (a) – (d) above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so acted.

The taking of, or refraining from taking, any action by any master servicer or any special servicer in accordance with the recommendation of the Risk Retention Consultation Party, which does not violate the terms of any Mortgage Loan, any law, the Servicing Standard or the provisions of the PSA or the related Co-Lender Agreement, will not result in any liability on the part of such master servicer or special servicer.

Replacement of the Special Servicer Without Cause

Except as limited by certain conditions described in this prospectus and subject to the rights of holder of any related Companion Loan under the related Co-Lender Agreement, the special servicer may generally be replaced, prior to the occurrence and continuance of a Control Termination Event, at any time and without cause, by the Directing Holder so long as, among other things, the Directing Holder appoints a replacement special servicer that meets the requirements of the PSA, including that the trustee and the certificate administrator receive a Rating Agency Confirmation from each Rating Agency and that such replacement special servicer may not be the asset representations reviewer or any of its affiliates. The reasonable fees and out-of-pocket expenses of any such termination incurred by the Directing Holder without cause (including the costs of obtaining a Rating Agency Confirmation) will be paid by the holders of the Controlling Class.

After the occurrence and during the continuance of a Control Termination Event, upon (i) the written direction of holders of Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Principal Balance Certificates) of the Principal Balance Certificates requesting a vote to replace the special servicer with a new special servicer, (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the certificate administrator in connection with administering such vote (which fees and expenses will not be additional trust fund expenses), and (iii) delivery by such holders to the certificate administrator and the trustee of Rating Agency Confirmation from each Rating Agency (such Rating Agency Confirmation will be obtained at the expense of those holders requesting such vote), the certificate administrator will be required to post notice of the same on the certificate administrator’s website and concurrently by mail and conduct the solicitation of votes of all Voting Rights in such regard, which requisite affirmative votes must be received within 180 days of the posting of such notice. Upon the written direction of holders of Principal Balance Certificates evidencing at least 75% of a Quorum or holders of Principal Balance Certificates evidencing more than 50% of the aggregate Voting Rights of each class of Non-Reduced Interests on an aggregate basis, the trustee will be required to terminate all of the rights and obligations of the special servicer under the PSA and appoint the successor special servicer (which must be a Qualified Replacement Special Servicer) designated by such holders, subject to indemnification, right to

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outstanding fees, reimbursement of Advances and other rights set forth in the PSA, which survive such termination.

The certificate administrator will include on each Distribution Date Statement a statement that each Certificateholder may access such notices via the certificate administrator’s website and that each Certificateholder may register to receive electronic mail notifications when such notices are posted thereon.

A “Quorum” means, in connection with any solicitation of votes in connection with the replacement of the special servicer or the asset representations reviewer, the holders of Principal Balance Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the application of Realized Losses and, other than with respect to the termination of the asset representations reviewer, the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the certificates) of all Principal Balance Certificates on an aggregate basis.

Notwithstanding the foregoing, if the special servicer obtains knowledge that it is a Borrower Party with respect to any Mortgage Loan or Serviced Whole Loan (any such Mortgage Loan or Serviced Whole Loan, an “Excluded Special Servicer Loan”), the special servicer will be required to resign as special servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance of a Control Termination Event, the Directing Holder will be entitled to select a successor special servicer that is not a Borrower Party in accordance with the terms of the PSA (the “Excluded Special Servicer”) for the related Excluded Special Servicer Loan, unless such Excluded Special Servicer Loan is also an applicable Excluded Loan. After the occurrence and during the continuance of a Control Termination Event or if at any time the Excluded Special Servicer Loan is also an applicable Excluded Loan, the resigning special servicer will be required to use reasonable efforts to select the related Excluded Special Servicer. The special servicer will not have any liability with respect to the actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer. It will be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then current ratings of the certificates and the equivalent from each NRSRO hired to provide ratings with respect to any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan, (ii) the applicable Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the applicable Excluded Special Servicer delivers to the depositor and the certificate administrator and any applicable depositor and applicable certificate administrator of any other securitization, if applicable, that contains a Serviced Pari Passu Companion Loan, the information, if any, required pursuant to Item 6.02 of the Form 8-K regarding itself in its role as Excluded Special Servicer.

As of the Closing Date, the CubeSmart North Bergen Mortgage Loan is expected to be an Excluded Special Servicer Loan. For so long as the special servicer is a Borrower Party with respect to the CubeSmart North Bergen Mortgage Loan, such Mortgage Loan will be an Excluded Special Servicer Loan. LNR Partners, LLC is a Borrower Party with respect to the CubeSmart North Bergen Mortgage Loan. Midland will act as the Excluded Special Servicer for such Excluded Special Servicer Loan (and, if appointed, may act as the Excluded Special Servicer for other Mortgage Loans that are Excluded Special Servicer Loans in the future) and will be entitled to all special servicing compensation with respect to such Mortgage Loan earned during such time as it is an Excluded Special Servicer Loan.

If at any time the special servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming an REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer will be required to resign, (2) the related Mortgage Loan or Serviced Whole Loan will no longer be an Excluded Special Servicer Loan, (3) the special servicer will become the special servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the special servicer will be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan; provided, however, for so long as a Control Termination Event is not continuing, the related Excluded Special Servicer will not be required to resign if the Directing Holder determines that such Excluded Special Servicer may continue to serve as special servicer for the applicable Excluded Special Servicer Loan.

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The applicable Excluded Special Servicer will be required to perform all of the obligations of the special servicer for the related Excluded Special Servicer Loan and will be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the special servicer will remain entitled to all other special servicing compensation with respect to all Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).

“Non-Reduced Interests” means any class of Principal Balance Certificates then-outstanding for which (a)(1) the initial Certificate Balance of such class of certificates, minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments or otherwise) distributed to the Certificateholders of such class of certificates, (y) any Appraisal Reduction Amounts allocated to such class of certificates, and (z) any Realized Losses previously allocated to such class of certificates, is equal to or greater than (b) 25% of the remainder of (1) the initial Certificate Balance of such class of certificates, less (2) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the Certificateholders of such class of certificates.

A “Qualified Replacement Special Servicer” is a replacement special servicer that (i) satisfies all of the eligibility requirements applicable to special servicers in the PSA, (ii) is not the operating advisor, the asset representations reviewer or an affiliate of the operating advisor or the asset representations reviewer, (iii) is not obligated to pay the operating advisor (x) any fees or otherwise compensate the operating advisor in respect of its obligations under the PSA, or (y) for the appointment of the successor special servicer or the recommendation by the operating advisor for the replacement special servicer to become a special servicer, (iv) is not entitled to receive any compensation from the operating advisor other than compensation that is not material and is unrelated to the operating advisor’s recommendation that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the operating advisor for its appointment as successor special servicer, in each case, unless expressly approved by 100% of the Certificateholders, (vi) is included on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer, (vii) currently has a special servicer rating of at least “CSS3” from Fitch, and (viii) is currently acting as a special servicer in a transaction rated by KBRA and has not been cited by KBRA as having servicing concerns as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination.

Replacement of the Special Servicer After Operating Advisor Recommendation and Investor Vote

If at any time the operating advisor determines, in its sole discretion exercised in good faith, that (1) the special servicer is not performing its duties as required under the PSA or is otherwise not acting in accordance with the Servicing Standard and (2) the replacement of the special servicer would be in the best interest of the Certificateholders as a collective whole, then the operating advisor will have the right to recommend the replacement of the special servicer. In such event, the operating advisor will be required to deliver to the trustee and the certificate administrator, with a copy to the special servicer, a written recommendation detailing the reasons supporting its position (provided that the operating advisor will not be permitted to recommend the replacement of the special servicer for any Whole Loan so long as the holder of the related Companion Loan is the Directing Holder under the related Co-Lender Agreement) (along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer (which must be a Qualified Replacement Special Servicer). The certificate administrator will be required to promptly notify each Certificateholder of the recommendation and post such notice and report on the certificate administrator’s website, and to conduct the solicitation of votes with respect to such recommendation.

The operating advisor’s recommendation to replace the special servicer must be confirmed within 180 days of after the notice is posted to the certificate administrator’s website by an affirmative vote of holders of Principal Balance Certificates evidencing at least a majority of a quorum (which, for this purpose is the holders that (i) evidence at least 20% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Principal

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Balance Certificates on an aggregate basis, and (ii) consist of at least 3 Certificateholders or Certificate Owners that are not Risk Retention Affiliated with each other).

In the event the holders of such Principal Balance Certificates evidencing the requisite Voting Rights elect to remove and replace the special servicer (which requisite affirmative votes must be received within 180 days of the posting of the notice of the operating advisor’s recommendation to replace the special servicer to the certificate administrator’s website), the certificate administrator will be required to receive a Rating Agency Confirmation from each of the Rating Agencies at that time. In the event the certificate administrator receives such a Rating Agency Confirmation from each of the Rating Agencies (and the successor special servicer agrees to be bound by the terms of the PSA), the trustee (upon receipt of written confirmation from the certificate administrator, if the certificate administrator and the trustee are different entities) will then be required to terminate all of the rights and obligations of the special servicer under the PSA and to appoint the successor special servicer approved by the Certificateholders, provided that such successor special servicer is a Qualified Replacement Special Servicer, subject to the terminated special servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set forth in the PSA that survive termination. The reasonable out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmations and administering the vote of the applicable holders of the Principal Balance Certificates and the operating advisor’s identification of a Qualified Replacement Special Servicer will be an additional trust fund expense.

In any case, the trustee will notify the outgoing special servicer promptly of the effective date of its termination. Any replacement special servicer recommended by the operating advisor must be a Qualified Replacement Special Servicer.

In the event the special servicer is terminated as a result of the recommendation of the operating advisor described in this “—Replacement of the Special Servicer After Operating Advisor Recommendation and Investor Vote”, the Directing Holder may not subsequently reappoint as special servicer such terminated special servicer or any Risk Retention Affiliate of such terminated special servicer.

No appointment of the special servicer will be effective until the depositor or the depositor for the securitization of a Companion Loan has filed any required Exchange Act filings related to the removal and replacement of the special servicer.

With respect to any Non-Serviced Whole Loan, the related Non-Serviced Special Servicer may be removed, and a successor special servicer appointed at any time by the related directing holder appointed under the related Non-Serviced PSA (and not by the Controlling Class Representative for this transaction) to the extent set forth in the related Non-Serviced PSA and the related Co-Lender Agreement for such Non-Serviced Whole Loan. See “Description of the Mortgage Pool—The Whole Loans” and “—Servicing of the Non-Serviced Mortgage Loans” below.

Termination of Master Servicer and Special Servicer for Cause

Servicer Termination Events

A “Servicer Termination Event” under the PSA with respect to the master servicer or the special servicer, as the case may be, will include, without limitation:

(a)(i) any failure by the master servicer to make a required deposit to the Collection Account, to the companion paying agent for deposit into the related Serviced Whole Loan Custodial Account or to a holder of a Companion Loan, on the day and by the time such deposit or remittance was first required to be made, which failure is not remedied within one business day, or (ii) any failure by the master servicer to deposit into, or remit to the certificate administrator for deposit into, the Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m. New York City time on the relevant Distribution Date;

(b)any failure by the special servicer to deposit into the applicable REO Account within two business days after the day such deposit is required to be made, or to remit to the master servicer for

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deposit in the Collection Account, or any other account required under the PSA, any such deposit or remittance required to be made by the special servicer pursuant to, and at the time specified by, the PSA;

(c)any failure by the master servicer or the special servicer duly to observe or perform in any material respect any of its other covenants or obligations under the PSA, which failure continues unremedied for 30 days (or (i) 5 business days in the case of certain of the master servicer’s or special servicer’s, as applicable, obligations regarding the Exchange Act reporting required under the PSA (except as otherwise provided under clause (i) of this definition of “Servicer Termination Event”), (ii) 10 days in the case of the master servicer’s failure to make a Property Protection Advance or (iii) 15 days in the case of a failure to pay the premium for any property insurance policy required to be maintained under the PSA) after written notice of the failure has been given to the master servicer or the special servicer, as the case may be, by any other party to the PSA, or to the master servicer or the special servicer, as the case may be, with a copy to each other party to the related PSA, by the holders of certificates evidencing not less than 25% of the Voting Rights or, with respect to a Serviced Whole Loan if affected by such failure, by the holder of the related Serviced Pari Passu Companion Loan; provided, however, that if that failure is capable of being cured and the master servicer or the special servicer, as the case may be, is diligently pursuing that cure, that 30-day period will be extended an additional 30 days; provided, further, however, that such extended period will not apply to the obligations regarding Exchange Act reporting;

(d)any breach on the part of the master servicer or the special servicer, as the case may be, of any representation or warranty in the PSA that materially and adversely affects the interests of any class of Certificateholders or holders of any Serviced Companion Loan and which continues unremedied for a period of 30 days after the date on which notice of that breach, requiring the same to be remedied, will have been given to the master servicer or the special servicer, as the case may be, by the depositor, the certificate administrator or the trustee, or to the master servicer, the special servicer, the depositor, the certificate administrator and the trustee by the holders of certificates evidencing not less than 25% of the Voting Rights or, with respect to a Serviced Whole Loan if affected by such breach, by the holder of the related Serviced Pari Passu Companion Loan; provided, however, that if that breach is capable of being cured and the master servicer or the special servicer, as the case may be, is diligently pursuing that cure, that 30-day period will be extended an additional 30 days;

(e)certain events of insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings in respect of or relating to the master servicer or the special servicer, and certain actions by or on behalf of the master servicer or the special servicer indicating its insolvency or inability to pay its obligations;

(f)the master servicer or the special servicer, as applicable, is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on such list within sixty (60) days;

(g)the master servicer or the special servicer is no longer rated at least “CMS3” or “CSS3”, respectively, by Fitch and such master servicer or special servicer is not reinstated to at least that rating within 60 days of the delisting;

(h)KBRA (or, in the case of securities backed in whole or in part by one or more Serviced Companion Loans (“Serviced Companion Loan Securities”), any rating agency that has rated such securities (each such rating agency a “Companion Loan Rating Agency”)) has (i) qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates or Serviced Companion Loan Securities, as applicable, or (ii) placed one or more classes of certificates or Serviced Companion Loan Securities, as applicable, on “watch status” in contemplation of a ratings downgrade or withdrawal (and in the case of clause (i) or (ii), such rating action has not been withdrawn by KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) within 60 days of such rating action) and, in the case of either of clauses (i) or (ii), KBRA has publicly cited servicing concerns with such master servicer or special servicer, as the case may be, as the sole or a material factor in such rating action; or

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(i)any failure by the master servicer or the special servicer to deliver (a) any Exchange Act reporting items required to be delivered by the master servicer or the special servicer to the trustee or the certificate administrator under the PSA (other than items to be delivered by a sub-servicer retained by a mortgage loan seller) by the time required under the PSA after any applicable grace periods or (b) any Exchange Act reporting items that a primary servicer, sub-servicer or servicing function participant retained by the master servicer is required to deliver (any such primary servicer, sub-servicer or servicing function participant will be terminated if it defaults in accordance with the provision of this clause (i)), which failure (other than in the case of Form 8-K reporting requirements) is not remedied within 3 business days.

Rights Upon Servicer Termination Event

If a Servicer Termination Event occurs with respect to the master servicer or the special servicer under the PSA, then, so long as the Servicer Termination Event remains unremedied, the depositor or the trustee will be authorized, and at the written direction of (i) the holders of certificates evidencing at least 25% of the Voting Rights, or (ii) for so long as a Control Termination Event has not occurred and is not continuing, the Directing Holder (solely with respect to the special servicer and other than with respect to any applicable Excluded Loan), the trustee will be required to terminate all of the rights and obligations of the defaulting party as master servicer or the special servicer, as the case may be; provided, however, that rights in respect of indemnification, entitlement to be paid any outstanding servicing or special servicing compensation and entitlement to reimbursement of amounts due, including Advances and interest thereon, will survive such termination under the PSA. The trustee will then succeed to all of the responsibilities, duties and liabilities of the defaulting party as master servicer or special servicer, as the case may be, under the PSA and will be entitled to similar compensation arrangements. If the trustee is unwilling or unable to so act, it may (or, at the written direction of the holders of certificates evidencing at least 25% of the Voting Rights, or for so long as a Control Termination Event has not occurred and is not continuing and other than in respect of any applicable Excluded Loan, the Directing Holder will be required to) appoint, or petition a court of competent jurisdiction to appoint, a loan servicing institution or other entity, subject to the trustee’s receipt of a Rating Agency Confirmation from each of the Rating Agencies and, for so long as a Control Termination Event has not occurred and is not continuing, that has been approved by the Controlling Class Representative which approval may not be unreasonably withheld. In addition, none of the asset representations reviewer, the operating advisor and their respective affiliates may be appointed as a successor master servicer or special servicer.

Notwithstanding anything to the contrary contained in the section described above, if a Servicer Termination Event on the part of the special servicer remains unremedied and affects the holder of a Serviced Pari Passu Companion Loan, and the special servicer has not otherwise been terminated, the holder of such Serviced Pari Passu Companion Loan (or, if applicable, the related trustee, acting at the direction of the related directing holder (or similar entity)) will be entitled to direct the trustee to terminate the special servicer solely with respect to the related Serviced Pari Passu Mortgage Loan. The appointment (or replacement) of the special servicer with respect to a Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A replacement special servicer will be selected by the trustee or, prior to a Control Termination Event, by the Controlling Class Representative; provided, however, that any successor special servicer appointed to replace the special servicer with respect to a Serviced Pari Passu Mortgage Loan cannot at any time be the person (or an affiliate of such person) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan, without the prior written consent of such holder of the related Serviced Pari Passu Companion Loan.

Notwithstanding anything to the contrary contained in the section described above, if a servicer termination event on the part of a Non-Serviced Special Servicer remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and such Non-Serviced Special Servicer has not otherwise been terminated, the trustee (or, prior to a Control Termination Event, the trustee acting at the direction of the Controlling Class Representative) will generally be entitled to direct the related Non-Serviced Trustee to terminate such Non-Serviced Special Servicer solely with respect to the related Non-Serviced Whole Loan(s), and a successor will be appointed in accordance with the related Non-Serviced PSA.

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In addition, notwithstanding anything to the contrary contained in the section described above, if the master servicer receives notice of termination solely due to a Servicer Termination Event described in clauses (f), (g) or (h) under “—Termination of Master Servicer and Special Servicer for Cause—Servicer Termination Events” above, and prior to being replaced as described in the third preceding paragraph, the master servicer will have 45 days after receipt of the notice of termination to find, and sell its rights and obligations to, a successor master servicer that meets the requirements of a master servicer under the PSA; provided that the Rating Agencies have each provided a Rating Agency Confirmation. The termination of the master servicer will be effective when such successor master servicer has succeeded the terminated master servicer, as successor master servicer and such successor master servicer has assumed the terminated master servicer’s servicing obligations and responsibilities under the PSA. If a successor has not entered into the PSA as successor master servicer within 45 days after notice of the termination of the master servicer, the master servicer will be replaced by the trustee as described above.

Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the master servicer affects a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced Companion Loan, and if the master servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the master servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced Companion Loan, then the master servicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any certificates backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of the related holder of such Serviced Companion Loan, the master servicer will be required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan.

Further, if replaced as a result of a Servicer Termination Event, the master servicer or special servicer, as the case may be, will be responsible for the costs and expenses associated with the transfer of its duties.

In addition, the depositor may terminate each of the master servicer and the special servicer upon five business days’ notice if the master servicer or the special servicer, as the case may be, fails to comply with certain of its reporting obligations under the PSA.

Waiver of Servicer Termination Event

A Servicer Termination Event may be waived by the holders of certificates evidencing not less than (a) 66 2/3% of the aggregate Voting Rights of the certificates (and, if such Servicer Termination Event is on the part of the special servicer with respect to a Serviced Whole Loan only, by the related Serviced Companion Loan holder). Notwithstanding the foregoing, (1) a Servicer Termination Event under clause (a) or (b) under “—Servicer Termination Events” above may be waived only with the consent of all of the Certificateholders of the affected classes and any Serviced Companion Loan holder affected by such Servicer Termination Event, and (2) a Servicer Termination Event under clause (c) or clause (i) under “—Servicer Termination Events” above may be waived only with the consent of the depositor and any Serviced Companion Loan holder affected by such Servicer Termination Event. Upon any such waiver of a Servicer Termination Event by Certificateholders, the trustee and the certificate administrator will be entitled to recover all costs and expenses incurred by it in connection with an enforcement action taken with respect to such Servicer Termination Event prior to such waiver from the issuing entity.

Resignation of a Master Servicer or Special Servicer

The PSA permits the master servicer and the special servicer to resign from their respective obligations only upon (a) the appointment of, and the acceptance of the appointment by, a successor and receipt by the certificate administrator and the trustee of a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Serviced Companion Loan (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation required under the PSA may be considered satisfied with respect to the certificates as described in this prospectus); and, as to the special servicer only, for so long as a Control

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Termination Event has not occurred and is not continuing, the approval of such successor by the Directing Holder, which approval will not be unreasonably withheld or (b) a determination that their respective obligations are no longer permissible with respect to the master servicer or the special servicer, as the case may be, under applicable law. In the event that the master servicer or the special servicer resigns as a result of the determination that their respective obligations are no longer permissible under applicable law, the trustee will then succeed to all of the responsibilities, duties and liabilities of the resigning party as master servicer or special servicer, as the case may be, under the PSA and will be entitled to similar compensation arrangements. If the trustee is unwilling or unable to so act, it may appoint, or petition a court of competent jurisdiction to appoint, a loan servicing institution or other entity, subject to the trustee’s receipt of a Rating Agency Confirmation from each of the Rating Agencies.

No resignation will become effective until the trustee or other successor has assumed the obligations and duties of the resigning master servicer or special servicer, as the case may be, under the PSA. Further, the resigning master servicer or special servicer, as the case may be, must pay all costs and expenses associated with the transfer of its duties; provided, however, that rights in respect of indemnification, entitlement to be paid any outstanding servicing or special servicing compensation and entitlement to reimbursement of amounts due, including Advances and interest thereon, will survive such resignation under the PSA. Other than as described under “—Termination of Master Servicer and Special Servicer for Cause—Servicer Termination Events” above, in no event will the master servicer or the special servicer have the right to appoint any successor master servicer or special servicer if such master servicer or special servicer, as applicable, is terminated or removed pursuant to the PSA. In addition, the PSA will prohibit the appointment of the asset representations reviewer, the operating advisor or one of their respective affiliates as successor to the master servicer or the special servicer.

Resignation of Master Servicer, Trustee, Certificate Administrator, Operating Advisor or Asset Representations Reviewer Upon Prohibited Risk Retention Affiliation

Under the Credit Risk Retention Rule, any Subsequent Third-Party Purchaser is prohibited from being Risk Retention Affiliated with, among other persons, the master servicer, the trustee, the certificate administrator, the operating advisor or the asset representations reviewer. As long as the prohibition exists, upon the occurrence of (i) a servicing officer of the master servicer or a responsible officer of the certificate administrator or the trustee, as applicable, obtaining actual knowledge that the master servicer, the certificate administrator or the trustee, as applicable, is or has become Risk Retention Affiliated with or a Risk Retention Affiliate of the any Subsequent Third-Party Purchaser (in such case, an “Impermissible TPP Affiliate”), (ii) the master servicer, certificate administrator or the trustee receiving written notice by any other party to the PSA, any Subsequent Third-Party Purchaser, any sponsor or any underwriter or initial purchaser that the master servicer, certificate administrator or the trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the operating advisor or the asset representations reviewer obtaining actual knowledge that it is or has become a Risk Retention Affiliate of any Subsequent Third-Party Purchaser or any other party to the PSA (in such case, an “Impermissible Operating Advisor Affiliate” and “Impermissible Asset Representations Reviewer Affiliate”, respectively; and either of an Impermissible TPP Affiliate, an Impermissible Operating Advisor Affiliate and an Impermissible Asset Representations Reviewer Affiliate being an “Impermissible Risk Retention Affiliate”), such Impermissible Risk Retention Affiliate is required to promptly notify the sponsors and the other parties to the PSA and resign in accordance with the terms of the PSA. The resigning Impermissible Risk Retention Affiliate will be required to bear all reasonable out-of-pocket costs and expenses of each other party to the PSA, the issuing entity and each Rating Agency in connection with such resignation as and to the extent required under the PSA; provided, however, if the affiliation causing an Impermissible Risk Retention Affiliate is the result of a Subsequent Third-Party Purchaser acquiring an interest in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate, then such costs and expenses will be an expense of the issuing entity.

Limitation on Liability; Indemnification

The PSA will provide that none of the master servicer (including in its capacity as the paying agent for any Companion Loan), the special servicer, the depositor, the operating advisor, the asset representations

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reviewer or any partner, shareholder, member, manager, director, officer, employee or agent of any of them will be under any liability to the issuing entity, Certificateholders or holders of any related Companion Loan for any action taken, or not taken, in good faith pursuant to the PSA or for errors in judgment; provided, however, that none of the master servicer (including in its capacity as the paying agent for any Companion Loan), the special servicer, the depositor, the operating advisor, the asset representations reviewer or similar person will be protected against any breach of a representation or warranty made by such party, as applicable, in the PSA or any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations or duties under the PSA or by reason of negligent disregard of such obligations and duties. The PSA will also provide that the master servicer (including in its capacity as the paying agent for any Companion Loan), the special servicer, the depositor, the operating advisor, the asset representations reviewer and their respective affiliates and any partner, shareholder, member, manager, director, officer, employee or agent of any of them will be entitled to indemnification by the issuing entity against any claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and other costs, liabilities, fees and expenses incurred in connection with any legal action or claim that relates to the PSA, the Mortgage Loans, any related Companion Loan or the certificates; provided, however, that the indemnification will not extend to any loss, liability or expense incurred in connection with any breach of a representation or warranty made by such party, as applicable, in the PSA or incurred by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations or duties under the PSA, by reason of negligent disregard of such party’s obligations or duties, or in the case of the depositor and any of its partners, shareholders, directors, officers, members, managers, employees and agents, any violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined by a final non-appealable court order), neither the trustee nor the certificate administrator (including in its capacity as custodian) will be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the trustee or the certificate administrator has been advised of the likelihood of such loss or damage and regardless of the form of action. The PSA will also provide that any related master servicer, depositor, special servicer, operating advisor (or the equivalent), asset representations reviewer, certificate administrator or trustee under the related Non-Serviced PSA with respect to a Non-Serviced Companion Loan and any partner, director, officer, shareholder, member, manager, employee or agent of any of them and the applicable non-serviced securitization trust will be entitled to indemnification by the issuing entity and held harmless against the issuing entity’s pro rata share of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of such Non-Serviced Mortgage Loan and the related non-serviced Mortgaged Property under the related Non-Serviced PSA or the PSA (as and to the same extent the securitization trust formed under the related Non-Serviced PSA is required to indemnify such parties in respect of other mortgage loans in the securitization trust formed under the related Non-Serviced PSA pursuant to the terms of the related Non-Serviced PSA).

In addition, the PSA will provide that none of the master servicer (including in its capacity as the paying agent for any Companion Loans), the special servicer, the depositor, the operating advisor or the asset representations reviewer will be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its respective responsibilities under the PSA or that in its opinion may involve it in any expense or liability not reimbursed by the issuing entity. However, each of the master servicer, the special servicer, the depositor, the operating advisor and the asset representations reviewer will be permitted, in the exercise of its discretion, to undertake any action that it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties to the PSA and the interests of the Certificateholders (and, in the case of a Serviced Whole Loan, the rights of the Certificateholders and the holders of the related Serviced Companion Loan (as a collective whole), taking into account the pari passu or subordinate nature of such Serviced Companion Loan) under the PSA; provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related to such Serviced Whole Loan in accordance with the related Co-Lender Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a Mortgage Loan, Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the issuing entity for any amounts advanced for the payment of such expenses, costs or liabilities. In that event, the legal expenses

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and costs of the action, and any liability resulting from the action, will be expenses, costs and liabilities of the issuing entity, and the master servicer (including in its capacity as the paying agent for any Companion Loans), the special servicer, the depositor, the asset representations reviewer or the operating advisor, as the case may be, will be entitled to be reimbursed out of the Collection Account for the expenses.

Pursuant to the PSA, the master servicer and the special servicer will each be required to maintain a fidelity bond and errors and omissions policy or their equivalent that provides coverage against losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors and omissions, subject to certain limitations as to amount of coverage, deductible amounts, conditions, exclusions and exceptions permitted by the PSA. Notwithstanding the foregoing, the master servicer and the special servicer will be allowed to self-insure with respect to an errors and omissions policy and a fidelity bond so long as certain conditions set forth in the PSA are met.

Any person into which the master servicer, the special servicer, the depositor, operating advisor, asset representations reviewer may be merged or consolidated, or any person resulting from any merger or consolidation to which the master servicer, the special servicer, the depositor, operating advisor or asset representations reviewer is a party, or any person succeeding to the business of the master servicer, the special servicer, the depositor, operating advisor or asset representations reviewer, will be the successor of the master servicer, the special servicer, the depositor, operating advisor or asset representations reviewer, as the case may be, under the PSA. The master servicer, the special servicer, the operating advisor and the asset representations reviewer may have other normal business relationships with the depositor or the depositor’s affiliates.

The trustee and the certificate administrator make no representations as to the validity or sufficiency of the PSA (other than as to it being a valid obligation of the trustee and the certificate administrator), the certificates, the Mortgage Loans, this prospectus (other than as to the accuracy of the information provided by the trustee and the certificate administrator as set forth above) or any related documents and will not be accountable for the use or application by or on behalf of the master servicer or the special servicer of any funds paid to the master servicer or the special servicer in respect of the certificates or the Mortgage Loans, or any funds deposited into or withdrawn from the Collection Account or any other account by or on behalf of the master servicer or the special servicer. The PSA provides that no provision of such agreement will be construed to relieve the trustee and the certificate administrator from liability for their own negligent action, their own negligent failure to act or their own willful misconduct or bad faith.

The PSA provides that neither the trustee nor the certificate administrator, as applicable, will be liable for an error of judgment made in good faith by a responsible officer of the trustee or the certificate administrator, unless it is proven that the trustee or the certificate administrator, as applicable, was negligent in ascertaining the pertinent facts. In addition, neither the trustee nor the certificate administrator, as applicable, will be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of holders of certificates entitled to greater than 25% of the percentage interest of each affected class, or of the aggregate Voting Rights of the certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the trustee and the certificate administrator, or exercising any trust or power conferred upon the trustee and the certificate administrator, under the PSA (unless a higher percentage of Voting Rights is required for such action).

The trustee and the certificate administrator and any director, officer, employee, representative or agent of the trustee and the certificate administrator, will be entitled to indemnification by the issuing entity, to the extent of amounts held in the Collection Account or the Lower-Tier REMIC Distribution Account from time to time, for any loss, liability, damages, claims or unanticipated expenses (including reasonable attorneys’ fees and expenses) arising out of or incurred by the trustee or the certificate administrator in connection with their participation in the transaction and any act or omission of the trustee or the certificate administrator relating to the exercise and performance of any of the powers and duties of the trustee and the certificate administrator (including in any capacities in which they serve, e.g., paying agent, REMIC administrator, authenticating agent, custodian, certificate registrar and the 17g-5 Information Provider) under the PSA. However, the indemnification will not extend to any loss, liability or expense that constitutes a specific liability imposed on the trustee or the certificate administrator pursuant to the PSA, or to any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence on the part of the trustee

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or the certificate administrator in the performance of their obligations and duties under the PSA, or by reason of their negligent disregard of those obligations or duties, or as may arise from a breach of any representation or warranty of the trustee or the certificate administrator made in the PSA.

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

Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA

In the event the depositor, the master servicer, the special servicer, the trustee, the certificate administrator or the operating advisor (solely in its capacity as operating advisor) receives a request or demand from a Requesting Investor to the effect that a Mortgage Loan should be repurchased or replaced due to a Material Defect, or if such party to the PSA determines that a Mortgage Loan should be repurchased or replaced due to a Material Defect, that party to the PSA will be required to promptly forward such request or demand to the master servicer or the special servicer, as applicable, which will in turn be required to promptly forward it to the applicable mortgage loan seller. The Enforcing Servicer will be required to enforce the obligations of the mortgage loan sellers under the MLPAs pursuant to the terms of the PSA and the MLPA. These obligations include obligations resulting from a Material Defect. Subject to the provisions of the applicable MLPA relating to the dispute resolutions as described under “Description of the Mortgage Loan Purchase Agreements—Dispute Resolution Provisions”, such enforcement, including, without limitation, the legal prosecution of claims, if any, will be required to be carried out in such form, to such extent and at such time as the master servicer or the special servicer, as applicable, would require were it, in its individual capacity, the owner of the affected Mortgage Loan.

Within 45 days after receipt of an Asset Review Report with respect to any Mortgage Loan, the master servicer (with respect to non-Specially Serviced Loans) or the special servicer (with respect to Specially Serviced Loans) will be required to determine whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the master servicer (with respect to non-Specially Serviced Loans) or the special servicer (with respect to Specially Serviced Loans) determines that a Material Defect exists, the master servicer or the special servicer, as applicable, will be required to enforce the obligations of the applicable mortgage loan seller under the MLPA with respect to such Material Defect as discussed in the preceding paragraph. See “—The Asset Representations Reviewer—Asset Review” above.

Any costs incurred by the master servicer or the special servicer with respect to the enforcement of the obligations of a mortgage loan seller under the applicable MLPA will be deemed to be Property Protection Advances, to the extent not recovered from the related mortgage loan seller or the Requesting Investor. See “Description of the Mortgage Loan Purchase Agreements—Dispute Resolution Provisions”.

Dispute Resolution Provisions

Certificateholder’s Rights When a Repurchase Request is Initially Delivered by a Certificateholder

In the event an Initial Requesting Holder delivers a written request to the depositor, the master servicer, the special servicer, the trustee, the certificate administrator, the certificate registrar, the operating advisor (solely in its capacity as the operating advisor) or the custodian that a Mortgage Loan be repurchased by the applicable mortgage loan seller alleging the existence of a Material Defect with respect to such Mortgage Loan and setting forth the basis for such allegation (a “Owner Repurchase Request”), the receiving party will be required to promptly forward that Owner Repurchase Request to the master servicer and the special servicer. The Enforcing Servicer will then be required to promptly forward that Owner Repurchase Request to the applicable mortgage loan seller and each other party to the PSA. An “Initial Requesting Holder” is the first Certificateholder or Certificate Owner to deliver an Owner Repurchase Request as described above with respect to a Mortgage Loan, and there may not be more than one Initial

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Requesting Holder with respect to any Mortgage Loan. Subject to the provisions described below under this heading “—Dispute Resolution Provisions”, the Enforcing Servicer will be the Enforcing Party with respect to the Owner Repurchase Request.

The “Enforcing Servicer” will be (a) with respect to a Specially Serviced Loan, the special servicer, and (b) with respect to a non-Specially Serviced Loan, (i) in the case of a Repurchase Request made by the special servicer, the Controlling Class Representative or a Controlling Class Certificateholder, the master servicer, and (ii) in the case of a Repurchase Request made by any person other than the special servicer, the Controlling Class Representative or a Controlling Class Certificateholder, (A) prior to the Resolution Failure relating to such non-Specially Serviced Loan, the master servicer, and (B) from and after a Resolution Failure relating to such non-Specially Serviced Loan, the special servicer.

An “Enforcing Party” is the person obligated to or that elects pursuant to the terms of the PSA to enforce the rights of the issuing entity against the related mortgage loan seller with respect to a Repurchase Request.

Repurchase Request Delivered by a Party to the PSA

In the event that the depositor, the master servicer, the special servicer, the trustee, the certificate administrator or the operating advisor (solely in its capacity as operating advisor) has knowledge of a Material Defect with respect to a Mortgage Loan, that party will be required to deliver prompt written notice of such Material Defect to each other party to the PSA, identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request” and, each of an Owner Repurchase Request or a PSA Party Repurchase Request, a “Repurchase Request”), and the Enforcing Servicer will be required to promptly send the PSA Party Repurchase Request to the related mortgage loan seller. The Enforcing Servicer will be required to act as the Enforcing Party and enforce the rights of the issuing entity against the related mortgage loan seller with respect to the PSA Party Repurchase Request. However, if a Resolution Failure occurs with respect to the PSA Party Repurchase Request, the provisions described below under “—Resolution of a Repurchase Request” will apply.

In the event the Repurchase Request is not Resolved within 180 days after the applicable mortgage loan seller receives the Repurchase Request as described in “—Certificateholder’s Rights When a Repurchase Request is Initially Delivered by a Certificateholder” or “—Repurchase Request Delivered by a Party to the PSA” above, a “Resolution Failure” will be deemed to have occurred. Receipt of the Repurchase Request will be deemed to occur 2 business days after the Repurchase Request is sent to the applicable mortgage loan seller. “Resolved” means, with respect to a Repurchase Request, that (i) the related Material Defect has been cured, (ii) the related Mortgage Loan has been repurchased in accordance with the related MLPA, (iii) a mortgage loan has been substituted for the related Mortgage Loan in accordance with the related MLPA, (iv) the applicable mortgage loan seller has made the Loss of Value Payment, (v) a contractually binding agreement is entered into between the Enforcing Servicer, on behalf of the issuing entity, and the related mortgage loan seller that settles the related mortgage loan seller’s obligations under the related MLPA or (vi) the related Mortgage Loan is no longer property of the issuing entity as a result of a sale or other disposition in accordance with the PSA.

Resolution of a Repurchase Request

Within 2 business days after a Resolution Failure occurs with respect to a Repurchase Request made by any person other than the special servicer, the Controlling Class Representative or a Controlling Class Certificateholder relating to a non-Specially Serviced Loan, the master servicer will be required to send a written notice (a “Master Servicer Proposed Course of Action Notice”) to the special servicer, indicating the master servicer’s analysis and recommended course of action with respect to such Repurchase Request. The master servicer will also be required to deliver to the special servicer the servicing file and all information, documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such non-Specially Serviced Loan and, if applicable, the related Serviced Companion Loan, either in the master servicer’s possession or otherwise reasonably available to the master servicer without undue burden or expense, and reasonably requested by the special servicer to the

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extent set forth in the PSA for such non-Specially Serviced Loan. Upon receipt of such Master Servicer Proposed Course of Action Notice and such servicing file, information, documents and records, the special servicer will become the Enforcing Servicer with respect to such Repurchase Request.

After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was initiated by an Initial Requesting Holder or by a party to the PSA), the Enforcing Servicer will be required to send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Holder, if any, at the address specified in the Initial Requesting Holder’s Repurchase Request, and to the certificate administrator. The certificate administrator will be required to make the Proposed Course of Action available to all other Certificateholders and Certificate Owners, by posting such notice on the certificate administrator’s website, indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (the “Proposed Course of Action”).

The Proposed Course of Action will be required to include (a) a request to Certificateholders to indicate their agreement with or dissent from such Proposed Course of Action by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within 30 days of the date of such notice and a disclaimer that responses received after such 30-day period will not be taken into consideration, (b) a statement that if any Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer will be compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) the course of action agreed to and/or proposed by the majority, by Certificate Balance of the responding Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, in accordance with the procedures described below relating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute Resolution Election Notices, (c) a statement that responding Certificateholders will be required to certify their holdings in connection with such response, (d) a statement that only responses clearly marked “agree” or “disagree” with such Proposed Course of Action will be taken into consideration and (e) instructions for responding Certificateholders to send their responses to the Enforcing Servicer and the certificate administrator. Within three (3) business days after the expiration of the 30-day response period, the certificate administrator will be required to tabulate the responses received from the Certificateholders and share the results with the Enforcing Servicer. The certificate administrator will only count responses timely received that clearly indicate agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language will not be taken into consideration for purposes of determining whether the applicable Certificateholder agrees or disagrees with the Proposed Course of Action. The certificate administrator will be under no obligation to answer questions from Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the certificate administrator’s obligations in connection with this heading “—Resolution of a Repurchase Request” will be limited solely to tabulating Certificateholder responses of “agree” or “disagree” to the Proposed Course of Action, and such obligation will not be construed to impose any enforcement obligation on the certificate administrator. The Enforcing Servicer may conclusively rely (without investigation) on the certificate administrator’s tabulation of the majority, by Certificate Balance of the responding Certificateholders.

If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the applicable mortgage loan seller with respect to the Repurchase Request and the Initial Requesting Holder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, as discussed below under “—Mediation and Arbitration Provisions”, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the applicable mortgage loan seller with respect to the Repurchase Request but the Initial Requesting Holder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Holder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days after the date the Proposed Course of Action Notice is posted on the certificate administrator’s website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation (including nonbinding arbitration) or arbitration. In the event that (a) the Enforcing Servicer’s initial Proposed Course of Action indicated a recommendation to undertake mediation (including nonbinding arbitration) or arbitration, (b) any Certificateholder or Certificate

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Owner delivers a Preliminary Dispute Resolution Election Notice and (c) the Enforcing Servicer also received responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action, such additional responses from other Certificateholders and Certificate Owners will also be considered Preliminary Dispute Resolution Election Notices supporting such Proposed Course of Action for purposes of determining the course of action approved by the majority, by Certificate Balance, of Certificateholders.

If neither the Initial Requesting Holder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner will have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer, as the Enforcing Party, will be the sole party obligated and entitled to determine a course of action, including but not limited to, enforcing the issuing entity’s rights against the related mortgage loan seller, subject to any consent or consultation rights of the Directing Holder.

Promptly and in any event within 10 business days following receipt of a Preliminary Dispute Resolution Election Notice from (i) the Initial Requesting Holder, if any, or (ii) any other Certificateholder, Certificate Owner (each of clauses (i) or (ii), a “Requesting Holder”), the Enforcing Servicer will be required to consult with each Requesting Holder regarding such Requesting Holder’s intention to elect either mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”) so that such Requesting Holder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later than 10 business days following the Dispute Resolution Cut-off Date. The Enforcing Servicer will be entitled to establish procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later than 5 business days after completion of the Dispute Resolution Consultation, a Requesting Holder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).

If, following the Dispute Resolution Consultation, no Requesting Holder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and remain obligated under the PSA to determine a course of action, including but not limited to, enforcing the rights of the issuing entity with respect to the Repurchase Request and no Certificateholder or Certificate Owner will have any further right to elect to refer the matter to mediation or arbitration.

If a Requesting Holder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such Requesting Holder will become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration) or arbitration. If there is more than one Requesting Holder that timely delivers a Final Dispute Resolution Election Notice, then such Requesting Holders will collectively become the Enforcing Party, and the holder or holders of a majority of the Voting Rights among such Requesting Holders will be entitled to make all decisions relating to such mediation or arbitration. If, however, no Requesting Holder commences arbitration or mediation pursuant to the terms of the PSA within 30 days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting Holder to act as the Enforcing Party will terminate and no Certificateholder or Certificate Owner will have any further right to elect to refer the matter to mediation or arbitration; (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer will take no further action with respect to the Repurchase Request, then the related Material Defect will be deemed waived for all purposes under the PSA and the related MLPA; provided, however, that such Material Defect will not be deemed waived with respect to a Requesting Holder, any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to such party; and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then the Enforcing Servicer will again become the Enforcing Party and, as such, will be the sole party obligated and entitled to determine a course of action, including but not limited to, enforcing the issuing entity’s rights against the related mortgage loan seller.

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Notwithstanding the foregoing, the dispute resolution provisions described under this heading “—Resolution of a Repurchase Request” will not apply, and the Enforcing Servicer will remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.

In the event a Requesting Holder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the issuing entity, will remain a party to any proceedings against the related mortgage loan seller as further described below. For the avoidance of doubt, none of the depositor, the mortgage loan seller with respect to the subject mortgage loan or any of their respective affiliates will be entitled to be an Initial Requesting Holder or a Requesting Holder to act as a Certificateholder for purposes of delivering any Preliminary Dispute Resolution Election Notice or Final Dispute Resolution Election Notice or otherwise to vote certificates owned by it or such affiliate(s) with respect to a course of action proposed or undertaken pursuant to the procedures described under this “—Dispute Resolution Provisions” heading.

Mediation and Arbitration Provisions

If the Enforcing Party elects mediation (including nonbinding arbitration) or arbitration, the mediation or arbitration will be administered by a nationally recognized arbitration or mediation organization selected by the related mortgage loan seller. A single mediator or arbitrator will be selected by the mediation or arbitration organization from a list of neutrals maintained by it according to its mediation or arbitration rules then in effect. The mediator or arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and either commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions.

The expenses of any mediation will be allocated among the parties to the mediation including, if applicable, between the Enforcing Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.

In any arbitration, the arbitrator will be required to resolve the dispute in accordance with the MLPA and PSA, and may not modify or change those agreements in any way or award remedies not consistent with those agreements. The arbitrator will not have the power to award punitive or consequential damages. In its final determination, the arbitrator will determine and award the costs of the arbitration to the parties to the arbitration in its reasonable discretion. In the event a Requesting Holder is the Enforcing Party, the Requesting Holder will be required to pay any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation proceedings.

The final determination of the arbitrator will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter. By selecting arbitration, the Enforcing Party would be waiving its right to sue in court, including the right to a trial by jury.

In the event a Requesting Holder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be, will be required under the PSA to contain an acknowledgment that the issuing entity, or the Enforcing Servicer on its behalf, will be a party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such proceeding will be determined by such Enforcing Servicer in consultation with the Directing Holder, provided that a Consultation Termination Event has not occurred and is continuing and any applicable Excluded Loan is not involved, and in accordance with the Servicing Standard. All amounts recovered by the Enforcing Party will be required to be paid to the issuing entity, or the Enforcing Servicer on its behalf, and deposited in the Collection Account. The agreement with the arbitrator or mediator, as the case may be, will provide that in the event a Requesting Holder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached in mediation, neither the issuing entity nor the Enforcing

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Servicer acting on its behalf will be responsible for any such costs and expenses allocated to the Requesting Holder.

The issuing entity (or the Enforcing Servicer or the trustee, acting on its behalf), the depositor or any mortgage loan seller will be permitted to redact any personally identifiable customer information included in any information provided for purposes of any mediation or arbitration. Each party to the proceedings will be required to agree to keep confidential the details related to the Repurchase Request and the dispute resolution identified in connection with such proceedings; provided, however, the Certificateholders and Certificate Owners will be permitted to communicate prior to the commencement of any such proceedings to the extent described under “Description of the Certificates—Certificateholder Communication”.

For avoidance of doubt, in no event will the exercise of any right of a Requesting Holder to refer a Repurchase Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the master servicer or the special servicer to perform its obligations with respect to a Mortgage Loan or the exercise of any rights of a Directing Holder.

Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration will be reimbursable as trust fund expenses.

Servicing of the Non-Serviced Mortgage Loans

Each Non-Serviced Mortgage Loan is expected to be serviced pursuant to the related Non-Serviced PSA and the related Co-Lender Agreement. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”.

The servicing terms of each such Non-Serviced PSA are expected to be similar in all material respects to the servicing terms of the PSA applicable to the Serviced Mortgage Loans; however, the servicing arrangements under such agreements will differ in certain respects. For example:

● Each Non-Serviced Master Servicer and Non-Serviced Special Servicer will be required to service the related Non-Serviced Mortgage Loan pursuant to a servicing standard set forth in the related Non-Serviced PSA that is substantially similar to, but may not be identical to, the Servicing Standard.

● Any party to the related Non-Serviced PSA that makes a property protection advance with respect to the related Non-Serviced Mortgage Loan will be entitled to reimbursement for that advance, with interest at the prime rate, in a manner substantially similar to the reimbursement of Property Protection Advances under the PSA. The issuing entity, as holder of the related Non-Serviced Mortgage Loan, will be responsible for its pro rata share of any such advance reimbursement amounts (including out of general collections on the GSMS 2019-GSA1 mortgage pool, if necessary).

● Pursuant to the related Non-Serviced PSA, the liquidation fee, the special servicing fee and the workout fee with respect to the related Non-Serviced Mortgage Loan are similar to the corresponding fees payable under the PSA, except that caps, floors and offsets may differ or not apply.

● The extent to which modification fees or other fee items with respect to the related Whole Loan may be applied to offset interest on advances, servicer expenses and servicing compensation may, in certain circumstances, be less than is the case under the PSA.

● Items with respect to the related Non-Serviced Whole Loan that are the equivalent of assumption application fees, defeasance fees, assumption, waiver, consent and earnout fees, late payment charges, default interest and/or modification fees and that constitute additional servicing compensation under the related Non-Serviced PSA will not be payable to the master servicer or the special servicer under the PSA and one or more of such items will be allocated between the related Non-Serviced Master Servicer and the related Non-Serviced Special Servicer under the related

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Non-Serviced PSA in proportions that may be different than the allocation of similar fees under the PSA between the master servicer and the special servicer for this transaction.

● The Non-Serviced Directing Holder under the related Non-Serviced PSA will have or is expected to have rights substantially similar to the Directing Holder under the PSA with respect to the servicing and administration of the related Non-Serviced Whole Loan, including consenting to the substantial equivalent of Major Decisions under such Non-Serviced PSA proposed by the related Non-Serviced Master Servicer or Non-Serviced Special Servicer, as applicable, and reviewing and consenting to asset status reports prepared by such Non-Serviced Special Servicer in respect of the related Non-Serviced Whole Loan. “Major Decisions” under the related Non-Serviced PSA may differ in certain respects from those actions that constitute Major Decisions under the PSA, and therefore the specific types of servicer actions with respect to which the applicable Non-Serviced Directing Holder will be permitted to consent may correspondingly differ. The related Non-Serviced PSA also provides or is expected to provide for the removal of the applicable Non-Serviced Special Servicer by the related Non-Serviced Directing Holder under such Non-Serviced PSA under certain conditions that are similar to the conditions under which the Directing Holder is permitted to replace the special servicer under the PSA.

● The termination events that will result in the termination of the related Non-Serviced Master Servicer or Non-Serviced Special Servicer are or are expected to be substantially similar to, but not necessarily identical to, the Servicer Termination Events under the PSA applicable to the master servicer and special servicer, as applicable.

● Servicing transfer events under the related Non-Serviced PSA that would cause the related Non-Serviced Whole Loan to become specially serviced will be or are expected to be substantially similar to, but not necessarily identical to, the corresponding provisions under the PSA.

● The servicing decisions which the related Non-Serviced Master Servicer will perform, and in certain cases for which the related Non-Serviced Master Servicer must obtain the related Non-Serviced Directing Holder’s or Non-Serviced Special Servicer’s consent, may differ in certain respects from those decisions that constitute Master Servicer Major Decisions under the PSA.

● The related Non-Serviced Special Servicer will be required to take actions with respect to the related Non-Serviced Whole Loan if it becomes the equivalent of a defaulted mortgage loan, which actions are or are expected to be substantially similar, but not necessarily identical, to the actions described under “—Sale of Defaulted Loans and REO Properties”.

● Appraisal reduction amounts in respect of the related Non-Serviced Mortgage Loan will be calculated by the related Non-Serviced Master Servicer or the Non-Serviced Special Servicer under the related Non-Serviced PSA in a manner substantially similar to, but not necessarily identical to, calculations of such amounts by the special servicer under the PSA in respect of Serviced Mortgage Loans.

● The requirement of the related Non-Serviced Master Servicer to make compensating interest payments in respect of the related Non-Serviced Mortgage Loan is similar, but not necessarily identical, to the requirement of the master servicer to make Compensating Interest Payments in respect of the Serviced Mortgage Loans under the PSA (although the portion of the servicing fee to be applied to make such payments may be less).

● The servicing provisions under the related Non-Serviced PSA relating to performing inspections and collecting operating information are or expected to be substantially similar but not necessarily identical to those of the PSA.

● While the special servicer under the PSA and the Non-Serviced Special Servicer under the related Non-Serviced PSA must each resign as special servicer with respect to a mortgage loan if it obtains knowledge that it has (or, in certain cases, if it has) become affiliated with the related borrower

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under such mortgage loan, the particular types of affiliations that trigger such resignation obligation, as well as the parties that are entitled to appoint a successor special servicer, may differ as between the PSA and the related Non-Serviced PSA.

● The parties to the related Non-Serviced PSA (and their related directors, officers and other agents) will be entitled to reimbursement and/or indemnification for losses, liabilities, costs and expenses associated with the servicing of the related Non-Serviced Whole Loan under such Non-Serviced PSA to the same extent that parties to the PSA performing similar functions (and their related directors, officers and other agents) are entitled to reimbursement and/or indemnification for losses, liabilities, costs and expenses associated with their obligations under the PSA. The issuing entity, as holder of the related Non-Serviced Mortgage Loan, will be responsible for its pro rata share of any such indemnification amounts (including out of general collections on the GSMS 2019-GSA1 mortgage pool, if necessary).

● The matters as to which notice or rating agency confirmation with respect to the rating agencies under the related Non-Serviced PSA are required are or are expected to be similar, but not necessarily identical to, similar matters with respect to the Rating Agencies under the PSA (and such agreements may differ as to whether it is notice or rating agency confirmation that is required and whether a notice to, or a confirmation from, the rating agencies under the related Non-Serviced PSA in connection with an action involving the subject Non-Serviced Whole Loan would also be required to be made to or obtained from the Rating Agencies under the PSA).

● With respect to non-specially serviced mortgage loans, the related Non-Serviced PSA may differ with respect to whether the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer will be responsible for conducting or managing certain litigation related to such mortgage loans.

● Each of the related Non-Serviced Master Servicer and related Non-Serviced Special Servicer will be liable in accordance with the related Non-Serviced PSA only to the extent of its obligations specifically imposed by that agreement. Accordingly, in general, each of the related Non-Serviced Master Servicer and related Non-Serviced Special Servicer will not be liable for any action taken, or for refraining from the taking of any action, in good faith pursuant to the related Non-Serviced PSA or for errors in judgment; provided that neither such party will be protected against any breach of representations or warranties made by it in the related Non-Serviced PSA or against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties under the related Non-Serviced PSA.

● With respect to each Non-Serviced Mortgage Loan as to which the related lead securitization that includes the controlling Pari Passu Companion Loan does not involve the issuance of “eligible vertical interests” (as defined in the Credit Risk Retention Rules), the related Non-Serviced PSA may not provide for “risk retention consultation parties” with certain consultation rights.

● The provisions of the related Non-Serviced PSA may also vary from the PSA with respect to one or more of the following: timing, control or consultation triggers or thresholds, terminology, allocation of ministerial duties between multiple servicers or other service providers or certificateholder or investor voting or consent thresholds, master servicer and special servicer termination events, rating requirements for accounts and permitted investments, eligibility requirements applicable to servicers and other service providers, and the circumstances under which approvals, consents, consultation, notices or rating agency confirmations may be required.

The master servicer, the special servicer, the certificate administrator and the trustee under the PSA have no obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator or Non-Serviced Trustee or (b) make servicing advances with respect to any Non-Serviced Whole Loan. The obligation of the master servicer to provide information and collections and make P&I Advances to the certificate administrator for the benefit of the

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Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.

Notwithstanding the foregoing, the servicing of each Servicing Shift Whole Loan is expected to be governed by the PSA only temporarily, until the securitization of the related Controlling Companion Loan. Thereafter, such Servicing Shift Whole Loan will be serviced by the related master servicer and, if and to the extent necessary, the related special servicer under and pursuant to the terms of the related Servicing Shift PSA governing such future securitization. Although, in the case of a Servicing Shift Whole Loan, the related Co-Lender Agreement imposes some requirements regarding the terms of the related Servicing Shift PSA governing such future securitization, the securitization to which the related Controlling Companion Loan is to be contributed has not been determined, and accordingly, the servicing terms of such future Servicing Shift PSA are unknown and may not be consistent with the description of Non-Serviced PSAs above.

Servicing of the Grand Canal Shoppes Whole Loan

The Grand Canal Shoppes Mortgage Loan is being serviced pursuant to the MSC 2019-H7 PSA. The servicing terms of the MSC 2019-H7 PSA are similar in all material respects to the servicing terms of the PSA applicable to the Serviced Whole Loans; however, the servicing arrangements under such agreements will differ in certain respects, including as set forth above under “—General” and the following:

● The related Non-Serviced Master Servicer under the MSC 2019-H7 PSA earns a servicing fee with respect to the Grand Canal Shoppes Mortgage Loan equal to 0.0025% per annum.

● Upon the Grand Canal Shoppes Mortgage Loan becoming a specially serviced loan under the MSC 2019-H7 PSA, the related Non-Serviced Special Servicer under the MSC 2019-H7 PSA will earn a special servicing fee payable monthly with respect to the Mortgage Loan accruing at a rate equal to 0.25% per annum, subject to a monthly minimum fee of $3,500.

● The related Non-Serviced Special Servicer under the MSC 2019-H7 PSA will be entitled to a workout fee determined, with respect to each applicable principal and interest collection (other than any amount for which a liquidation fee would be paid), at a workout fee rate equal to 1.0%, subject to a minimum fee of $25,000 and a cap of $1,000,000 with respect to any particular workout of the Grand Canal Shoppes Whole Loan

The related Non-Serviced Special Servicer under the MSC 2019-H7 PSA will be entitled to a liquidation fee determined, with respect to the applicable liquidation proceeds, at a liquidation fee rate equal to the lesser of 1.0% and such percentage as would result in a liquidation fee of $1,000,000, provided that if the liquidation fee would be less than $25,000, then the liquidation fee rate will be such higher rate as would result in a liquidation fee of $25,000.

See also “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The Grand Canal Shoppes Whole Loan” in this prospectus.

Rating Agency Confirmations

The PSA will provide that, notwithstanding the terms of the related Mortgage Loan documents or other provisions of the PSA, if any action under such Mortgage Loan documents or the PSA requires a Rating Agency Confirmation from each of the Rating Agencies as a condition precedent to such action, if the party (the “Requesting Party”) required to obtain such Rating Agency Confirmations has made a request to any Rating Agency for such Rating Agency Confirmation and, within 10 business days of such request being posted to the 17g-5 Information Provider’s website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such Requesting Party will be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s website) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again. The

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circumstances described in the preceding sentence are referred to in this prospectus as a “RAC No-Response Scenario”.

If there is no response to either such Rating Agency Confirmation request within 5 business days of such second request in a RAC No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating Agency Confirmation, or with respect to any other matter under the PSA relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation will be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency, and the master servicer or the special servicer, as the case may be, may then take such action if the master servicer or the special servicer, as applicable, confirms its original determination (made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the master servicer or the special servicer, such condition will be deemed not to apply (as if such requirement did not exist) if (i) the replacement master servicer or special servicer is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable, if S&P is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special servicer), if Fitch is the non-responding Rating Agency, or (iii) KBRA has not publicly cited servicing concerns with respect to the applicable replacement master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a commercial mortgage backed securitization transaction serviced by such replacement master servicer or special servicer prior to the time of determination, if KBRA is the non-responding Rating Agency. Promptly following the master servicer’s or special servicer’s determination to take any action discussed above following any requirement to obtain Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist) as described in clause (x) above, the master servicer or the special servicer will be required to provide electronic written notice to the 17g-5 Information Provider, who will promptly post such notice to the 17g-5 Information Provider’s website pursuant to the PSA, of the action taken.

For all other matters or actions not specifically discussed above, the applicable Requesting Party will be required to obtain a Rating Agency Confirmation from each of the Rating Agencies. In the event an action otherwise requires a Rating Agency Confirmation from each of the Rating Agencies, in absence of such Rating Agency Confirmation, we cannot assure you that any Rating Agency will not downgrade, qualify or withdraw its ratings as a result of any such action taken by the master servicer or the special servicer in accordance with the procedures discussed above.

As used above, “Rating Agency Confirmation” means, with respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event specified in this prospectus will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of certificates (if then rated by the Rating Agency); provided that a written waiver or acknowledgment from the Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought will be deemed to satisfy the requirement for the Rating Agency Confirmation from the Rating Agency with respect to such matter. The “Rating Agencies” mean S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC (“S&P”), Fitch Ratings, Inc. (“Fitch”) and Kroll Bond Rating Agency, Inc. (“KBRA”).

Any Rating Agency Confirmation requests made by the master servicer, the special servicer, certificate administrator, or trustee, as applicable, pursuant to the PSA, will be required to be made in writing, which writing must contain a cover page indicating the nature of the Rating Agency Confirmation request, and must contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation requests must be provided in electronic format to the 17g-5 Information Provider (who will be required to post such request on the 17g-5 Information Provider’s website in accordance with the PSA).

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The master servicer, the special servicer, the certificate administrator and the trustee will be permitted (but not obligated) to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents or any matter related to the Mortgage Loans, the related Mortgaged Properties, the related borrowers or any other matters relating to the PSA or any related Co-Lender Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in writing and provides the 17g-5 Information Provider with such written summary the same day such communication takes place; provided, further, that the summary of such oral communications will not identify with which Rating Agency the communication was. The 17g-5 Information Provider will be required to post such written summary on the 17g-5 Information Provider’s website in accordance with the provisions of the PSA. All other information required to be delivered to the Rating Agencies pursuant to the PSA or requested by the Rating Agencies, will first be provided in electronic format to the 17g-5 Information Provider, who will be required to post such information to the 17g-5 Information Provider’s website in accordance with the PSA. The operating advisor will have no obligation or authority to communicate directly with the Rating Agencies, but may deliver required information to the Rating Agencies to the extent set forth in this prospectus.

The PSA will provide that the PSA may be amended to change the procedures regarding compliance with Rule 17g-5 without any Certificateholder consent; provided that notice of any such amendment must be provided to the 17g-5 Information Provider (who will post such notice to the 17g-5 Information Provider’s website) and to the certificate administrator (which will post such report to the certificate administrator’s website).

To the extent required under the PSA, in the event a rating agency confirmation is required by the applicable rating agencies that any action under any Mortgage Loan documents or the PSA will not result in the downgrade, withdrawal or qualification of any such rating agency’s then-current ratings of any securities related to a Companion Loan, then such rating agency confirmation may be considered satisfied in the same manner as described above with respect to any Rating Agency Confirmation from a Rating Agency.

Evidence as to Compliance

Each of the master servicer, the special servicer (regardless of whether the special servicer has commenced special servicing of a Mortgage Loan), the custodian, the trustee (provided, however, that the trustee will not be required to deliver an assessment of compliance with respect to any period during which there was no relevant servicing criteria applicable to it) and the certificate administrator will be required to furnish (and each such party will be required, with respect to each sub-servicer (required to provide such officer’s certificate under Regulation AB) with which it has entered into a servicing relationship with respect to the Mortgage Loans, to cause (or, in the case of a sub-servicer (required to provide such officer’s certificate under Regulation AB) that a mortgage loan seller requires the master servicer to retain, to use commercially reasonable efforts to cause) such sub-servicer to furnish) to the depositor, the certificate administrator, the trustee and the 17g-5 Information Provider, an officer’s certificate of the officer responsible for the servicing activities of such party stating, as to the signer thereof, among other things, that (i) a review of that party’s activities during the preceding calendar year or portion of that year and of performance under the PSA or any sub-servicing agreement in the case of an additional master servicer or special servicer, as applicable, has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on the review, such party has fulfilled all of its obligations under the PSA or the sub-servicing agreement in the case of an additional master servicer or special servicer, as applicable, in all material respects throughout the preceding calendar year or portion of such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of the failure.

In addition, each of the master servicer, the special servicer (regardless of whether the special servicer has commenced special servicing of any Mortgage Loan), the trustee (provided, however, that the trustee will not be required to deliver an assessment of compliance with respect to any period during which there was no relevant servicing criteria applicable to it), the custodian, the certificate administrator and the operating advisor, each at its own expense, will be required to furnish (and each such party will be required, with respect to each servicing function participant with which it has entered into a servicing relationship with respect to the Mortgage Loans to cause (or, in the case of a sub-servicer that is also a servicing function

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participant that a mortgage loan seller requires the master servicer to retain, to use commercially reasonable efforts to cause) such servicing function participant to furnish) to the trustee, the certificate administrator, the 17g-5 Information Provider and the depositor (and, with respect to the special servicer, also to the operating advisor) a report (an “Assessment of Compliance”) assessing compliance by that party with the servicing criteria set forth in Item 1122(d) of Regulation AB (as described below) under the Securities Act of 1933, as amended (the “Securities Act”) that contains the following:

● a statement of the party’s responsibility for assessing compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it;

● a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria;

● the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the fiscal year, covered by the Form 10-K required to be filed pursuant to the PSA setting forth any material instance of noncompliance identified by the party, a discussion of each such failure and the nature and status of such failure; and

● a statement that a registered public accounting firm has issued an attestation report (an “Attestation Report”) on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior fiscal year.

Each party that is required to deliver an Assessment of Compliance will also be required to simultaneously deliver an Attestation Report of a registered public accounting firm, prepared in accordance with the standards for attestation engagements issued or adopted by the public company accounting oversight board, that expresses an opinion, or states that an opinion cannot be expressed (and the reasons for this), concerning the party’s assessment of compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB.

With respect to any Non-Serviced Whole Loan, each of the related Non-Serviced Master Servicer, the related Non-Serviced Special Servicer, the related Non-Serviced Trustee and the related Non-Serviced Certificate Administrator will have obligations under the related Non-Serviced PSA similar to those described above.

“Regulation AB” means subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100–229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the SEC or by the staff of the SEC, or as may be provided by the SEC or its staff from time to time.

Limitation on Rights of Certificateholders to Institute a Proceeding

Other than with respect to any rights to deliver an Owner Repurchase Request and exercise the rights described under “—Dispute Resolution Provisions”, no Certificateholder will have any right under the PSA to institute any proceeding with respect to the PSA or with respect to the certificates, unless the holder previously has given to the trustee and the certificate administrator written notice of default and the continuance of the default and unless the holders of certificates evidencing not less than 25% of the aggregate Percentage Interests constituting the class have made written request upon the trustee to institute a proceeding in its own name (as trustee) and have offered to the trustee indemnity reasonably satisfactory to it, and the trustee for 60 days after receipt of the request and indemnity has neglected or refused to institute the proceeding. However, the trustee will be under no obligation to exercise any of the trusts or powers vested in it by the PSA or the certificates or to institute, conduct or defend any related litigation at the request, order or direction of any of the Certificateholders, unless the Certificateholders have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred as a result.

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Termination; Retirement of Certificates

The obligations created by the PSA will terminate upon payment (or provision for payment) to all Certificateholders of all amounts held by the certificate administrator on behalf of the trustee and required to be paid on the Distribution Date following the earlier of (1) the final payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject to the PSA, (2) the voluntary exchange of all the then-outstanding certificates (other than the Class R certificates) for the Mortgage Loans and each REO Property remaining in the issuing entity (provided, however, that (a) the aggregate certificate balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D and Class E certificates and the Notional Amounts of the Class X-A, Class X-B and Class X-D certificates have been reduced to zero, (b) there is only one holder (or multiple holders acting unanimously) of the then-outstanding certificates (other than the Class R certificates) and (c) the master servicer is paid a fee equal to (i) the product of (x) the prime rate, (y) the aggregate Certificate Balance of the then-outstanding certificates (other than the Class X Certificates, the Class R certificates) as of the date of the exchange and (z) three, divided by (ii) 360) or (3) the purchase or other liquidation of all of the assets of the issuing entity as described below by the holders of the Controlling Class, the special servicer, the master servicer or the holders of the Class R certificates, in that order of priority. Written notice of termination of the PSA will be given by the certificate administrator to each Certificateholder, the Loan Specific Directing Holder and the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website). The final distribution will be made only upon surrender and cancellation of the certificates at the office of the certificate registrar or other location specified in the notice of termination.

The holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class, the special servicer, the master servicer and the holders of the Class R certificates representing greater than 50% of the Percentage Interest of such class (in that order) will have the right to purchase all of the assets of the issuing entity. This purchase of all the Mortgage Loans and other assets in the issuing entity is required to be made at a price equal to (a) the sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) then included in the issuing entity, (2) the appraised value of the issuing entity’s portion of all REO Properties then included in the issuing entity (which fair market value for any REO Property may be less than the Purchase Price for the corresponding REO Loan), as determined by an appraiser selected by the master servicer and approved by certain classes of certificates, (3) the reasonable out of pocket expenses of the master servicer or special servicer related to such purchase, unless the master servicer or special servicer, as applicable, is the purchaser and (4) if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined by the master servicer in accordance with clauses (2) and (3) above, less (b) solely in the case where the master servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, and interest thereon, and unpaid Servicing Fees remaining outstanding and payable solely to the master servicer (which items will be deemed to have been paid or reimbursed to the master servicer in connection with such purchase). This purchase will effect early retirement of the then-outstanding certificates, but the rights of the holders of the Controlling Class, the special servicer, the master servicer or the holders of the Class R certificates to effect the termination is subject to the requirements that the then aggregate Stated Principal Balance of the Mortgage Loans remaining in the issuing entity is less than 1.0% of the aggregate Cut-off Date Balance of all of the Mortgage Loans. The voluntary exchange of certificates (other than the Class R certificates), for the remaining Mortgage Loans is not subject to the above described percentage limits but is limited to each such class of outstanding certificates being held by one Certificateholder (or group of Certificateholders acting unanimously) who must voluntarily participate.

On the applicable Distribution Date, the aggregate amount paid by the holders of the Controlling Class, the special servicer, the master servicer or the holders of the Class R certificates, as the case may be, for the Mortgage Loans and other applicable assets in the issuing entity, together with all other amounts on deposit in the Collection Account and not otherwise payable to a person other than the Certificateholders, will be applied generally as described above under “Description of the Certificates—Distributions—Priority of Distributions”.

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Amendment

The PSA may be amended by the parties to the PSA, without the consent of any of the Certificateholders or holders of any Companion Loan:

(a)to correct any defect or ambiguity in the PSA in order to address any manifest error in any provision of the PSA;

(b)to cause the provisions in the PSA to conform or be consistent with or in furtherance of the statements made in the prospectus (or in an offering document for any related non-offered certificates) with respect to the certificates, the issuing entity or the PSA or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions in the PSA or to correct any error;

(c)to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account, provided that (A) the Master Servicer Remittance Date will in no event be later than the business day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an opinion of counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment;

(d)to modify, eliminate or add to any of its provisions to the extent as will be necessary to maintain the qualification of any Trust REMIC as a REMIC under the relevant provisions of the Code at all times that any certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the issuing entity, any Trust REMIC; provided that the trustee and the certificate administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of imposition of any such tax and (2) the action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) or holder of a Companion Loan;

(e)to modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to) the transfer of the Residual Certificates; provided that the depositor has determined that the amendment will not, as evidenced by an opinion of counsel, give rise to any federal tax with respect to the transfer of the Residual Certificates to a non-permitted transferee;

(f)to revise or add any other provisions with respect to matters or questions arising under the PSA or any other change, provided that the required action will not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest) or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an opinion of counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus);

(g)to amend or supplement any provision of the PSA to the extent necessary to maintain the then-current ratings assigned to each class of Offered Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus); provided that such amendment or supplement would not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the

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VRR Interest) not consenting to such amendment or supplement, as evidenced by an opinion of counsel;

(h)to modify the provisions of the PSA with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts if (a) the depositor, the master servicer, the trustee and, with respect to any Mortgage Loan other than any applicable Excluded Loan and for so long as a Control Termination Event has not occurred and is not continuing, the Directing Holder, determine that the commercial mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC under the relevant provisions of the Code, as evidenced by an opinion of counsel and (c) a Rating Agency Confirmation and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Serviced Pari Passu Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus);

(i)to modify the procedures set forth in the PSA relating to compliance with Rule 17g-5, provided that the change would not adversely affect in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any holder of the VRR Interest), as evidenced by (A) an opinion of counsel or (B) if any certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such certificates; and provided, further, that the certificate administrator must give notice of any such amendment to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s website and the certificate administration must post such notice to its website;

(j)to modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); or

(k)to modify, eliminate or add to any of its provisions (i) to such extent as will be necessary to comply with the requirements of the Credit Risk Retention Rules, as evidenced by an opinion of counsel, or (ii) in the event the Credit Risk Retention Rules or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an opinion of counsel; provided that no such modification, elimination or addition may change in any manner the rights or obligations of the Retaining Party under the PSA or the related risk retention agreement without the consent of the Retaining Party.

The PSA may also be amended by the parties to the PSA with the consent of the holders of certificates of each class affected by such amendment evidencing, in the case of Certificateholders, a majority of the aggregate Percentage Interests constituting the class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the PSA or of modifying in any manner the rights of the holders of the certificates, except that the amendment may not directly (1) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a certificate of any class without the consent of the holder of such certificate or which are required to be distributed to a holder of a Companion Loan without the consent of such holder, (2) reduce the aforesaid percentage of certificates of any class the holders of which are required to consent to the amendment or remove the requirement to obtain consent of any holder of a Companion Loan, without the consent of the holders of all certificates of that class then-outstanding or such holder of any related Companion Loan, (3) adversely affect the Voting Rights of any class of certificates, without the consent of the holders of all certificates of that class then-outstanding, (4) change in any manner any defined term used in any MLPA or the obligations or rights of a mortgage loan seller under the related MLPA without the consent of such mortgage loan seller, or (5) amend the Servicing Standard without, in each case, the consent of 100% of the holders of certificates or a Rating Agency Confirmation by each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating

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Agency Confirmation may be considered satisfied with respect to the certificates as described in this prospectus).

Notwithstanding the foregoing, no amendment to the PSA may be made that changes in any manner the obligations of a mortgage loan seller under the related MLPA or the rights of such mortgage loan seller, including as a third party beneficiary, under the PSA, without the consent of such mortgage loan seller. In addition, no amendment to the PSA may be made that changes any provisions specifically required to be included in the PSA by any Non-Serviced Co-Lender Agreement without the consent of the holder of the related Non-Serviced Companion Loan.

Also, notwithstanding the foregoing, no party will be required to consent to any amendment to the PSA without the trustee, the certificate administrator, the master servicer, the special servicer, the asset representations reviewer and the operating advisor having first received an opinion of counsel (at the issuing entity’s expense) to the effect that the amendment does not conflict with the terms of the PSA, and that the amendment or the exercise of any power granted to the master servicer, the special servicer, the depositor, the certificate administrator, the trustee, the operating advisor, the asset representations reviewer or any other specified person in accordance with the amendment will not result in the imposition of a tax on any portion of the issuing entity or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code.

Resignation and Removal of the Trustee and the Certificate Administrator

Each of the trustee and the certificate administrator will at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under the PSA, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and, in the case of the trustee, will not be an affiliate of the master servicer or the special servicer (except during any period when the trustee is acting as, or has become successor to, the master servicer or the special servicer, as the case may be), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “A-” by S&P, “A-” by Fitch and, if rated by KBRA, “A” by KBRA; provided that the trustee will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less than “A-” by S&P, “A-” by Fitch, (b) its short-term debt obligations have a short-term rating of not less than “A-2” by S&P and “F1” by Fitch and (c) the master servicer maintains a rating of at least “A” by S&P and “A” by Fitch, and (iv) an entity that is not on the depositor’s “prohibited party” list.

The trustee and the certificate administrator will be also permitted at any time to resign from their obligations and duties under the PSA by giving 30 days’ prior written notice (which notice will be posted to the certificate administrator’s website pursuant to the PSA) to the depositor, the master servicer, the special servicer, the trustee or the certificate administrator, as applicable, all Certificateholders, the operating advisor, the asset representations reviewer and the 17g-5 Information Provider (who will promptly post such notice to the 17g-5 Information Provider’s website). Upon receiving this notice of resignation, the depositor will be required to use its reasonable best efforts to promptly appoint a successor trustee or certificate administrator. If no successor trustee or certificate administrator has accepted an appointment within 120 days after the giving of notice of resignation, the resigning trustee or certificate administrator, as applicable, may petition any court of competent jurisdiction to appoint a successor trustee or certificate administrator, as applicable, and such petition will be an expense of the issuing entity.

If at any time the trustee or certificate administrator ceases to be eligible to continue as trustee or certificate administrator, as applicable, under the PSA, and fails to resign after written request therefor by the depositor or the master servicer, or if at any time the trustee or certificate administrator becomes incapable of acting, or if certain events of, or proceedings in respect of, bankruptcy or insolvency occur with respect to the trustee or certificate administrator, or if the trustee or certificate administrator fails to timely publish any report to be delivered, published, or otherwise made available by the certificate administrator pursuant to the PSA, and such failure continues unremedied for a period of 5 days, or if the certificate

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administrator fails to make distributions required pursuant to the PSA, the depositor will be authorized to remove the trustee or certificate administrator, as applicable, and appoint a successor trustee or certificate administrator reasonably acceptable to the master servicer.

In addition, holders of certificates entitled to at least 50% of the Voting Rights may at any time upon 30 days’ written notice, with or without cause, remove the trustee or certificate administrator under the PSA and appoint a successor trustee or certificate administrator. In the event that holders of certificates entitled to at least 50% of the Voting Rights elect to remove the trustee or certificate administrator without cause and appoint a successor, the successor trustee or certificate administrator, as applicable, will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.

Any resignation or removal of the trustee or certificate administrator and appointment of a successor trustee or certificate administrator will not become effective until (i) acceptance of appointment by the successor trustee or certificate administrator, as applicable, and (ii) the certificate administrator files any required Form 8-K. Further, the resigning trustee or certificate administrator, as the case may be, must pay all costs and expenses associated with the transfer of its duties.

The trustee or certificate administrator will be required to bear all reasonable out-of-pocket costs and expenses of each other party to the PSA and each Rating Agency in connection with any removal for cause or resignation of such trustee or certificate administrator as and to the extent required under the PSA.

The PSA will prohibit the appointment of the asset representations reviewer or one of its affiliates as successor to the trustee or certificate administrator.

Governing Law; Waiver of Jury Trial; and Consent to Jurisdiction

The PSA will be governed by the laws of the State of New York. Each party to the PSA will waive its respective right to a jury trial for any claim or cause of action based upon or arising out of or related to the PSA or certificates. Additionally each party to the PSA will consent to the jurisdiction of any New York State and Federal courts sitting in New York City with respect to matters arising out of or related to the PSA.

Certain Legal Aspects of Mortgage Loans

The following discussion contains general summaries of certain legal aspects of mortgage loans secured by commercial and multifamily residential properties. Because such legal aspects are governed by applicable local law (which laws may differ substantially), the summaries do not purport to be complete, to reflect the laws of any particular jurisdiction, or to encompass the laws of all jurisdictions in which the security for the mortgage loans is situated.

California

Mortgage loans in California are generally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in California may be accomplished by a non-judicial trustee’s sale (so long as it is permitted under a specific provision in the deed of trust) or by judicial foreclosure, in each case subject to and accordance with the applicable procedures and requirements of California law. Public notice of either the trustee’s sale or the judgment of foreclosure is given for a statutory period of time after which the mortgaged real estate may be sold by the trustee, if foreclosed pursuant to the trustee’s power of sale, or by court appointed sheriff under a judicial foreclosure. Following a judicial foreclosure sale, the borrower or its successor-in-interest may, for a period of up to one year, redeem the property; however, there is no redemption following a trustee’s power of sale. California’s “security first” and “one action” rules require the lender to complete foreclosure of all real estate provided as security under the deed of trust in a single action in an attempt to satisfy the full debt before bringing a personal action (if otherwise permitted) against the borrower for recovery of the debt, except in certain cases involving environmentally impaired real property where foreclosure of the real property is not required before making a claim under the indemnity. This restriction may apply to property which is not located in California if a single promissory note is secured by property located in California and other jurisdictions. California case law has held that acts such as (but

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not limited to) an offset of an unpledged account constitute violations of such statutes. Violations of such statutes may result in the loss of some or all of the security under the mortgage loan and a loss of the ability to sue for the debt. A sale by the trustee under the deed of trust does not constitute an “action” for purposes of the “one action rule”. Other statutory provisions in California limit any deficiency judgment (if otherwise permitted) against the borrower following a judicial foreclosure to the amount by which the indebtedness exceeds the fair value at the time of the public sale and in no event greater than the difference between the foreclosure sale price and the amount of the indebtedness. Further, under California law, once a property has been sold pursuant to a power of sale clause contained in a deed of trust (and in the case of certain types of purchase money acquisition financings, under all circumstances), the lender is precluded from seeking a deficiency judgment from the borrower or, under certain circumstances, guarantors.

On the other hand, under certain circumstances, California law permits separate and even contemporaneous actions against both the borrower (as to the enforcement of the interests in the collateral securing the loan) and any guarantors. California statutory provisions regarding assignments of rents and leases require that a lender whose loan is secured by such an assignment must exercise a remedy with respect to rents as authorized by statute in order to establish its right to receive the rents after an event of default. Among the remedies authorized by statute is the lender’s right to have a receiver appointed under certain circumstances.

New Jersey

New Jersey uses mortgages to secure commercial real estate loans. Foreclosure requires a judicial action in the chancery division of the state court; the state has no power of sale. The state court has a central filing office called the “Office of Foreclosure” located in Trenton, which administers the foreclosure action unless it becomes contested. A contested foreclosure action is sent for adjudication to the chancery judge in the county where the real property is located. Once a lender starts a foreclosure and obtains a judgment, the court sets the terms and conditions of the sale in the judgment, including the location of the sale and the amount due the lender. The sheriff of the county where the property is located actually conducts the sale. Usually, it takes place at least 30 days after entry of judgment. During that time, the lender must advertise the sale at least once a week. The borrower can adjourn the sale date twice, each time for two weeks, and the court can order more extensions. (These timing details vary somewhat by county, depending on the local sheriff's procedures.) For ten days after the sale, the borrower can still redeem the property by paying all amounts due. For commercial loans, New Jersey does not have a “one action rule” or “anti-deficiency legislation”. To obtain a personal judgment against the borrower or guarantor, the lender must commence a separate action in state court, law division. That court will usually wait until the foreclosure has been completed to calculate the defendant's liability or may enter judgment giving the borrower or guarantor a fair market value credit based on evidence presented as to the value of the real property in foreclosure. In certain circumstances, the lender may have a receiver appointed.

Texas

Commercial mortgage loans in Texas are generally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in Texas may be accomplished by either a non-judicial trustee’s sale under a specific power-of-sale provision set forth in the deed of trust or by judicial foreclosure. Due to the relatively short period of time involved in a non-judicial foreclosure, the judicial foreclosure process is rarely used in Texas. A judicial foreclosure action must be initiated, and a non-judicial foreclosure must be completed, within four (4) years from the date the cause of action accrues. The cause of action for the unpaid balance of the indebtedness accrues upon the maturity of the indebtedness (by acceleration or otherwise).

Unless expressly waived in the deed of trust, the lender must provide the debtor with a written demand for payment, a notice of intent to accelerate the indebtedness, and a notice of acceleration prior to commencing any foreclosure action. It is customary practice in Texas for the demand for payment to be combined with the notice of intent to accelerate the indebtedness. In addition, with respect to a non-judicial foreclosure sale and notwithstanding any waiver by debtor to the contrary, the lender is statutorily required to (i) provide each debtor obligated to pay the indebtedness a notice of foreclosure sale via certified mail, postage prepaid and addressed to each debtor at such debtor's last known address at least twenty-one (21) days before the date of the foreclosure sale; (ii) post a notice of foreclosure sale at the courthouse of each

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county in which the property is located; and (iii) file a notice of foreclosure sale with the county clerk of each county in which the property is located. Such twenty-one (21) day period includes the entire calendar day on which the notice is deposited with the United States mail and excludes the entire calendar day of the foreclosure sale. The statutory foreclosure notice may be combined with the notice of acceleration of the indebtedness and must contain the location of the foreclosure sale and a statement of the earliest time at which the foreclosure sale will begin. To the extent the note or deed of trust contains additional notice requirements, the lender must comply with such requirements in addition to the statutory requirements set forth above.

The trustee’s sale must be performed pursuant to the terms of the deed of trust and must take place between the hours of 10 a.m. and 4 p.m. on the first Tuesday of the month, in the area designated for such sales by the county commissioners’ court of the county in which the property is located, and must begin at the time set forth in the notice of foreclosure sale or not later than three (3) hours after that time. If the property is located in multiple counties, the sale may occur in any county in which a portion of the property is located. Under Texas law, the debtor does not have the right to redeem the property after foreclosure. Any action for deficiency must be brought within two (2) years of the foreclosure sale. If the foreclosure sale price is less than the fair market value of the property, the debtor or any obligor (including any guarantor) may be entitled to an offset against the deficiency in the amount by which the fair market value of the property, less the amount of any claim, indebtedness, or obligation of any kind that is secured by a lien or encumbrance on the real property that was not extinguished by the foreclosure, exceeds the foreclosure sale price.

General

Each mortgage loan will be evidenced by a promissory note and secured by an instrument granting a security interest in real property, which may be a mortgage, deed of trust or a deed to secure debt, depending upon the prevailing practice and law in the state in which the related Mortgaged Property is located. Mortgages, deeds of trust and deeds to secure debt are in this prospectus collectively referred to as “mortgages”. A mortgage creates a lien upon, or grants a title interest in, the real property covered thereby, and represents the security for the repayment of the indebtedness customarily evidenced by a promissory note. The priority of the lien created or interest granted will depend on the terms of the mortgage and, in some cases, on the terms of separate subordination agreements or co-lender agreements with others that hold interests in the real property, the knowledge of the parties to the mortgage and, generally, the order of recordation of the mortgage in the appropriate public recording office. However, the lien of a recorded mortgage will generally be subordinate to later-arising liens for real estate taxes and assessments and other charges imposed under governmental police powers.

Types of Mortgage Instruments

There are two parties to a mortgage: a mortgagor (the borrower and usually the owner of the applicable property) and a mortgagee (the lender). In contrast, a deed of trust is a three-party instrument, among a trustor (the equivalent of a borrower), a trustee to whom the real property is conveyed, and a beneficiary (the lender) for whose benefit the conveyance is made. Under a deed of trust, the trustor grants the property, irrevocably until the debt is paid, in trust and generally with a power of sale, to the trustee to secure repayment of the indebtedness evidenced by the related note. A deed to secure debt typically has two parties, pursuant to which the borrower, or grantor, conveys title to the real property to the grantee, or lender generally with a power of sale, until such time as the debt is repaid. In a case where the borrower is a land trust, there would be an additional party because legal title to the property is held by a land trustee under a land trust agreement for the benefit of the borrower. At origination of a mortgage loan involving a land trust, the borrower may execute a separate undertaking to make payments on the promissory note. The land trustee would not be personally liable for the promissory note obligation. The mortgagee’s authority under a mortgage, the trustee’s authority under a deed of trust and the grantee’s authority under a deed to secure debt are governed by the express provisions of the related instrument, the law of the state in which the real property is located, certain federal laws and, in some deed of trust transactions, the directions of the beneficiary.

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Leases and Rents

Mortgages that encumber income-producing property often contain an assignment of rents and leases, and/or may be accompanied by a separate assignment of rents and leases, pursuant to which the borrower assigns to the lender the borrower’s right, title and interest as landlord under each lease and the income derived from the lease, while (unless rents are to be paid directly to the lender) retaining a revocable license to collect the rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect the rents. Local law may require that the lender take possession of the property and/or obtain a court-appointed receiver before becoming entitled to collect the rents.

In most states, hospitality property and motel room rates are considered accounts receivable under the Uniform Commercial Code (“UCC”). In cases where hospitality properties or motels constitute loan security, the revenues are generally pledged by the borrower as additional security for the loan. In general, the lender must file financing statements in order to perfect its security interest in the room revenues and must file continuation statements, generally every five years, to maintain perfection of such security interest. In certain cases, mortgage loans secured by hospitality properties or motels may be included in the issuing entity even if the security interest in the room revenues was not perfected. Even if the lender’s security interest in room revenues is perfected under applicable nonbankruptcy law, it will generally be required to commence a foreclosure action or otherwise take possession of the property in order to enforce its rights to collect the room revenues following a default. In the bankruptcy setting, however, the lender will be stayed from enforcing its rights to collect room revenues, but those room revenues constitute “cash collateral” and therefore generally cannot be used by the bankruptcy debtor without a hearing or lender’s consent or unless the lender’s interest in the room revenues is given adequate protection (e.g., cash payment for otherwise encumbered funds or a replacement lien on unencumbered property, in either case in value equivalent to the amount of room revenues that the debtor proposes to use, or other similar relief). See “—Bankruptcy Laws” below.

Personalty

In the case of certain types of mortgaged properties, such as hospitality properties, motels, nursing homes and manufactured housing, personal property (to the extent owned by the borrower and not previously pledged) may constitute a significant portion of the property’s value as security. The creation and enforcement of liens on personal property are governed by the UCC. Accordingly, if a borrower pledges personal property as security for a mortgage loan, the lender generally must file UCC financing statements in order to perfect its security interest in that personal property, and must file continuation statements, generally every five years, to maintain that perfection. Certain mortgage loans secured in part by personal property may be included in the issuing entity even if the security interest in such personal property was not perfected.

Foreclosure

General

Foreclosure is a legal procedure that allows the lender to recover its mortgage debt by enforcing its rights and available legal remedies under the mortgage. If the borrower defaults in payment or performance of its obligations under the promissory note or mortgage, the lender has the right to institute foreclosure proceedings to sell the real property at public auction to satisfy the indebtedness.

Foreclosure Procedures Vary from State to State

Two primary methods of foreclosing a mortgage are judicial foreclosure, involving court proceedings, and nonjudicial foreclosure pursuant to a power of sale granted in the mortgage instrument. Other foreclosure procedures are available in some states, but they are either infrequently used or available only in limited circumstances.

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A foreclosure action is subject to most of the delays and expenses of other lawsuits if defenses are raised or counterclaims are interposed, and sometimes requires several years to complete.

Judicial Foreclosure

A judicial foreclosure proceeding is conducted in a court having jurisdiction over the mortgaged property. Generally, the action is initiated by the service of legal pleadings upon all parties having a subordinate interest of record in the real property and all parties in possession of the property, under leases or otherwise, whose interests are subordinate to the mortgage. Delays in completion of the foreclosure may occasionally result from difficulties in locating defendants. When the lender’s right to foreclose is contested, the legal proceedings can be time-consuming. Upon successful completion of a judicial foreclosure proceeding, the court generally issues a judgment of foreclosure and appoints a referee or other officer to conduct a public sale of the mortgaged property, the proceeds of which are used to satisfy the judgment. Such sales are made in accordance with procedures that vary from state to state.

Equitable and Other Limitations on Enforceability of Certain Provisions

United States courts have traditionally imposed general equitable principles to limit the remedies available to lenders in foreclosure actions. These principles are generally designed to relieve borrowers from the effects of mortgage defaults perceived as harsh or unfair. Relying on such principles, a court may alter the specific terms of a loan to the extent it considers necessary to prevent or remedy an injustice, undue oppression or overreaching, or may require the lender to undertake affirmative actions to determine the cause of the borrower’s default and the likelihood that the borrower will be able to reinstate the loan. In some cases, courts have substituted their judgment for the lender’s and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from a temporary financial disability. In other cases, courts have limited the right of the lender to foreclose in the case of a nonmonetary default, such as a failure to adequately maintain the mortgaged property or an impermissible further encumbrance of the mortgaged property. Finally, some courts have addressed the issue of whether federal or state constitutional provisions reflecting due process concerns for adequate notice require that a borrower receive notice in addition to statutorily-prescribed minimum notice. For the most part, these cases have upheld the reasonableness of the notice provisions or have found that a public sale under a mortgage providing for a power of sale does not involve sufficient state action to trigger constitutional protections.

In addition, some states may have statutory protection such as the right of the borrower to reinstate a mortgage loan after commencement of foreclosure proceedings but prior to a foreclosure sale.

Nonjudicial Foreclosure/Power of Sale

In states permitting nonjudicial foreclosure proceedings, foreclosure of a deed of trust is generally accomplished by a nonjudicial trustee’s sale pursuant to a power of sale typically granted in the deed of trust. A power of sale may also be contained in any other type of mortgage instrument if applicable law so permits. A power of sale under a deed of trust allows a nonjudicial public sale to be conducted generally following a request from the beneficiary/lender to the trustee to sell the property upon default by the borrower and after notice of sale is given in accordance with the terms of the mortgage and applicable state law. In some states, prior to such sale, the trustee under the deed of trust must record a notice of default and notice of sale and send a copy to the borrower and to any other party who has recorded a request for a copy of a notice of default and notice of sale. In addition, in some states the trustee must provide notice to any other party having an interest of record in the real property, including junior lienholders. A notice of sale must be posted in a public place and, in most states, published for a specified period of time in one or more newspapers. The borrower or junior lienholder may then have the right, during a reinstatement period required in some states, to cure the default by paying the entire actual amount in arrears (without regard to the acceleration of the indebtedness), plus the lender’s expenses incurred in enforcing the obligation. In other states, the borrower or the junior lienholder is not provided a period to reinstate the loan, but has only the right to pay off the entire debt to prevent the foreclosure sale. Generally, state law governs the procedure for public sale, the parties entitled to notice, the method of giving notice and the applicable time periods.

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Public Sale

A third party may be unwilling to purchase a mortgaged property at a public sale because of the difficulty in determining the exact status of title to the property (due to, among other things, redemption rights that may exist) and because of the possibility that physical deterioration of the mortgaged property may have occurred during the foreclosure proceedings. Potential buyers may also be reluctant to purchase mortgaged property at a foreclosure sale as a result of the 1980 decision of the United States Court of Appeals for the Fifth Circuit in Durrett v. Washington National Insurance Co., 621 F.2d 2001 (5th Cir. 1980) and other decisions that have followed its reasoning. The court in Durrett held that even a non-collusive, regularly conducted foreclosure sale was a fraudulent transfer under the Bankruptcy Code and, thus, could be rescinded in favor of the bankrupt’s estate, if (1) the foreclosure sale was held while the debtor was insolvent and not more than one year prior to the filing of the bankruptcy petition and (2) the price paid for the foreclosed property did not represent “fair consideration”, which is “reasonably equivalent value” under the Bankruptcy Code. Although the reasoning and result of Durrett in respect of the Bankruptcy Code was rejected by the United States Supreme Court in BFP v. Resolution Trust Corp., 511 U.S. 531 (1994), the case could nonetheless be persuasive to a court applying a state fraudulent conveyance law which has provisions similar to those construed in Durrett. Therefore, it is common for the lender to purchase the mortgaged property for an amount equal to the secured indebtedness and accrued and unpaid interest plus the expenses of foreclosure, in which event the borrower’s debt will be extinguished, or for a lesser amount in order to preserve its right to seek a deficiency judgment if such is available under state law and under the terms of the mortgage loan documents. Thereafter, subject to the borrower’s right in some states to remain in possession during a redemption period, the lender will become the owner of the property and have both the benefits and burdens of ownership, including the obligation to pay debt service on any senior mortgages, to pay taxes, to obtain casualty insurance and to make such repairs as are necessary to render the property suitable for sale. Frequently, the lender employs a third-party management company to manage and operate the property. The costs of operating and maintaining a property may be significant and may be greater than the income derived from that property. The costs of management and operation of those mortgaged properties which are hotels, motels, restaurants, nursing or convalescent homes, hospitals or casinos may be particularly significant because of the expertise, knowledge and, with respect to certain property types, regulatory compliance, required to run those operations and the effect which foreclosure and a change in ownership may have on the public’s and the industry’s, including franchisors’, perception of the quality of those operations. The lender also will commonly obtain the services of a real estate broker and pay the broker’s commission in connection with the sale or lease of the property. Depending upon market conditions, the ultimate proceeds of the sale of a property may not equal the lender’s investment in the property. Moreover, a lender commonly incurs substantial legal fees and court costs in acquiring a mortgaged property through contested foreclosure and/or bankruptcy proceedings. Because of the expenses associated with acquiring, owning and selling a mortgaged property, a lender could realize an overall loss on a mortgage loan even if the mortgaged property is sold at foreclosure, or resold after it is acquired through foreclosure, for an amount equal to the full outstanding principal amount of the loan plus accrued interest.

Furthermore, an increasing number of states require that any environmental contamination at certain types of properties be cleaned up before a property may be resold. In addition, a lender may be responsible under federal or state law for the cost of cleaning up a mortgaged property that is environmentally contaminated. See “—Environmental Considerations” below.

The holder of a junior mortgage that forecloses on a mortgaged property does so subject to senior mortgages and any other prior liens, and may be obliged to keep senior mortgage loans current in order to avoid foreclosure of its interest in the property. In addition, if the foreclosure of a junior mortgage triggers the enforcement of a “due-on-sale” clause contained in a senior mortgage, the junior mortgagee could be required to pay the full amount of the senior mortgage indebtedness or face foreclosure.

Rights of Redemption

The purposes of a foreclosure action are to enable the lender to realize upon its security and to bar the borrower, and all persons who have interests in the property that are subordinate to that of the foreclosing

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lender, from exercise of their “equity of redemption”. The doctrine of equity of redemption provides that, until the property encumbered by a mortgage has been sold in accordance with a properly conducted foreclosure and foreclosure sale, those having interests that are subordinate to that of the foreclosing lender have an equity of redemption and may redeem the property by paying the entire debt with interest. Those having an equity of redemption must generally be made parties and joined in the foreclosure proceeding in order for their equity of redemption to be terminated.

The equity of redemption is a common-law (nonstatutory) right which should be distinguished from post-sale statutory rights of redemption. In some states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior lienors are given a statutory period in which to redeem the property. In some states, statutory redemption may occur only upon payment of the foreclosure sale price. In other states, redemption may be permitted if the former borrower pays only a portion of the sums due. The effect of a statutory right of redemption is to diminish the ability of the lender to sell the foreclosed property because the exercise of a right of redemption would defeat the title of any purchaser through a foreclosure. Consequently, the practical effect of the redemption right is to force the lender to maintain the property and pay the expenses of ownership until the redemption period has expired. In some states, a post-sale statutory right of redemption may exist following a judicial foreclosure, but not following a trustee’s sale under a deed of trust.

Anti-Deficiency Legislation

Some or all of the mortgage loans are nonrecourse loans, as to which recourse in the case of default will be limited to the mortgaged property and such other assets, if any, that were pledged to secure the mortgage loan. However, even if a mortgage loan by its terms provides for recourse to the borrower’s other assets, a lender’s ability to realize upon those assets may be limited by state law. For example, in some states a lender cannot obtain a deficiency judgment against the borrower following foreclosure or sale under a deed of trust.

A deficiency judgment is a personal judgment against the former borrower equal to the difference between the net amount realized upon the public sale of the real property and the amount due to the lender. Other statutes may require the lender to exhaust the security afforded under a mortgage before bringing a personal action against the borrower. In certain other states, the lender has the option of bringing a personal action against the borrower on the debt without first exhausting that security; however, in some of those states, the lender, following judgment on that personal action, may be deemed to have elected a remedy and thus may be precluded from foreclosing upon the security. Consequently, lenders in those states where such an election of remedy provision exists will usually proceed first against the security. Finally, other statutory provisions, designed to protect borrowers from exposure to large deficiency judgments that might result from bidding at below-market values at the foreclosure sale, limit any deficiency judgment to the excess of the outstanding debt over the fair market value of the property at the time of the sale.

Leasehold Considerations

Mortgage loans may be secured by a mortgage on the borrower’s leasehold interest in a ground lease. Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the borrower’s leasehold were to be terminated upon a lease default, the leasehold mortgagee would lose its security. This risk may be lessened if the ground lease requires the lessor to give the leasehold mortgagee notices of lessee defaults and an opportunity to cure them, permits the leasehold estate to be assigned to and by the leasehold mortgagee or the purchaser at a foreclosure sale, and contains certain other protective provisions typically included in a “mortgageable” ground lease. Certain mortgage loans, however, may be secured by ground leases which do not contain these provisions.

In addition, where a lender has as its security both the fee and leasehold interest in the same property, the grant of a mortgage lien on its fee interest by the land owner/ground lessor to secure the debt of a borrower/ground lessee may be subject to challenge as a fraudulent conveyance. Among other things, a

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legal challenge to the granting of the liens may focus on the benefits realized by the land owner/ground lessor from the loan. If a court concluded that the granting of the mortgage lien was an avoidable fraudulent conveyance, it might take actions detrimental to the holders of the offered certificates, including, under certain circumstances, invalidating the mortgage lien on the fee interest of the land owner/ground lessor.

Cooperative Shares

Mortgage loans may be secured by a security interest on the borrower’s ownership interest in shares, and the related proprietary leases, allocable to cooperative dwelling units that may be vacant or occupied by non-owner tenants. Such loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of a borrower in real property. Such a loan typically is subordinate to the mortgage, if any, on the cooperative’s building which, if foreclosed, could extinguish the equity in the building and the proprietary leases of the dwelling units derived from ownership of the shares of the cooperative. Further, transfer of shares in a cooperative are subject to various regulations as well as to restrictions under the governing documents of the cooperative, and the shares may be cancelled in the event that associated maintenance charges due under the related proprietary leases are not paid. Typically, a recognition agreement between the lender and the cooperative provides, among other things, the lender with an opportunity to cure a default under a proprietary lease.

Under the laws applicable in many states, “foreclosure” on cooperative shares is accomplished by a sale in accordance with the provisions of Article 9 of the UCC and the security agreement relating to the shares. Article 9 of the UCC requires that a sale be conducted in a “commercially reasonable” manner, which may be dependent upon, among other things, the notice given the debtor and the method, manner, time, place and terms of the sale. Article 9 of the UCC provides that the proceeds of the sale will be applied first to pay the costs and expenses of the sale and then to satisfy the indebtedness secured by the lender’s security interest. A recognition agreement, however, generally provides that the lender’s right to reimbursement is subject to the right of the cooperative to receive sums due under the proprietary leases.

Bankruptcy Laws

Operation of the federal bankruptcy code in Title 11 of the United States Code, as amended from time to time (“Bankruptcy Code”) and related state laws may interfere with or affect the ability of a lender to obtain payment of a loan, realize upon collateral and/or to enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) are automatically stayed upon the filing of the bankruptcy petition, and, usually, no interest or principal payments are made during the course of the bankruptcy case. The delay and the consequences of a delay caused by an automatic stay can be significant. For example, the filing of a petition in bankruptcy by or on behalf of a junior mortgage lien holder may stay the senior lender from taking action to foreclose out such junior lien. At a minimum, the senior lender would suffer delay due to its need to seek bankruptcy court approval before taking any foreclosure or other action that could be deemed in violation of the automatic stay under the Bankruptcy Code.

Under the Bankruptcy Code, a bankruptcy trustee, or a borrower as debtor-in-possession, may under certain circumstances sell the related mortgaged property or other collateral free and clear of all liens, claims, encumbrances and interests, which liens would then attach to the proceeds of such sale, despite the provisions of the related mortgage or other security agreement to the contrary. Such a sale may be approved by a bankruptcy court even if the proceeds are insufficient to pay the secured debt in full.

Under the Bankruptcy Code, provided certain substantive and procedural safeguards for a lender are met, the amount and terms of a mortgage or other security agreement secured by property of a debtor may be modified under certain circumstances. Pursuant to a confirmed plan of reorganization, lien avoidance or claim objection proceeding, the secured claim arising from a loan secured by real property or other collateral may be reduced to the then-current value of the property (with a corresponding partial reduction of the amount of lender’s security interest), thus leaving the lender a secured creditor to the extent of the then current value of the property and a general unsecured creditor for the difference between such value and the outstanding balance of the loan. Such general unsecured claims may be paid less than 100% of the

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amount of the debt or not at all, depending upon the circumstances. Other modifications may include the reduction in the amount of each scheduled payment, which reduction may result from a reduction in the rate of interest and/or the alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or an extension (or reduction) of the final maturity date. Some courts have approved bankruptcy plans, based on the particular facts of the reorganization case, that effected the curing of a mortgage loan default by paying arrearages over a number of years. Also, under the Bankruptcy Code, a bankruptcy court may permit a debtor through its plan of reorganization to reinstate the loan even though the lender accelerated the mortgage loan and final judgment of foreclosure had been entered in state court (provided no sale of the property had yet occurred) prior to the filing of the debtor’s petition. This may be done even if the plan of reorganization does not provide for payment of the full amount due under the original loan. Thus, the full amount due under the original loan may never be repaid. Other types of significant modifications to the terms of mortgage loan may be acceptable to the bankruptcy court, such as making distributions to the mortgage holder of property other than cash, or the substitution of collateral which is the “indubitable equivalent” of the real property subject to the mortgage, or the subordination of the mortgage to liens securing new debt (provided that the lender’s secured claim is “adequately protected” as such term is defined and interpreted under the Bankruptcy Code), often depending on the particular facts and circumstances of the specific case.

Federal bankruptcy law may also interfere with or otherwise adversely affect the ability of a secured mortgage lender to enforce an assignment by a borrower of rents and leases (which “rents” may include revenues from hotels and other lodging facilities specified in the Bankruptcy Code) related to a mortgaged property if the related borrower is in a bankruptcy proceeding. Under the Bankruptcy Code, a lender may be stayed from enforcing the assignment, and the legal proceedings necessary to resolve the issue can be time consuming and may result in significant delays in the receipt of the rents. Rents (including applicable hotel and other lodging revenues) and leases may also escape such an assignment, among other things, (i) if the assignment is not fully perfected under state law prior to commencement of the bankruptcy proceeding, (ii) to the extent such rents and leases are used by the borrower to maintain the mortgaged property, or for other court authorized expenses, (iii) to the extent other collateral may be substituted for the rents and leases, (iv) to the extent the bankruptcy court determines that the lender is adequately protected, or (v) to the extent the court determines based on the equities of the case that the post-petition rents are not subject to the lender’s pre-petition securities interest.

Under the Bankruptcy Code, a security interest in real property acquired before the commencement of the bankruptcy case does not extend to income received after the commencement of the bankruptcy case unless such income is a proceed, product or rent of such property. Therefore, to the extent a business conducted on the mortgaged property creates accounts receivable rather than rents or results from payments under a license rather than payments under a lease, a valid and perfected pre-bankruptcy lien on such accounts receivable or license income generally would not continue as to post-bankruptcy accounts receivable or license income.

The Bankruptcy Code provides that a lender’s perfected pre-petition security interest in leases, rents and hotel revenues continues in the post-petition leases, rents and hotel revenues, unless a bankruptcy court orders to the contrary “based on the equities of the case”. The equities of a particular case may permit the discontinuance of security interests in pre-petition leases and rents. Thus, unless a court orders otherwise, revenues from a mortgaged property generated after the date the bankruptcy petition is filed will constitute “cash collateral” under the Bankruptcy Code. Debtors may only use cash collateral upon obtaining the lender’s consent or a prior court order finding that the lender’s interest in the mortgaged hotel, motel or other lodging property and the cash collateral is “adequately protected” as the term is defined and interpreted under the Bankruptcy Code. In addition to post-petition rents, any cash held by a lender in a lockbox or reserve account generally would also constitute “cash collateral” under the Bankruptcy Code. So long as the lender is adequately protected, a debtor’s use of cash collateral may be for its own benefit or for the benefit of any affiliated entity group that is also subject to bankruptcy proceedings, including use as collateral for new debt. It should be noted, however, that the court may find that the lender has no security interest in either pre-petition or post-petition revenues if the court finds that the loan documents do not contain language covering accounts, room rents, or other forms of personality necessary for a security interest to attach to such revenues.

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The Bankruptcy Code provides generally that rights and obligations under an unexpired lease of the debtor/lessee may not be terminated or modified at any time after the commencement of a case under the Bankruptcy Code solely because of a provision in the lease to that effect or because of certain other similar events. This prohibition on so-called “ipso facto” clauses could limit the ability of a lender to exercise certain contractual remedies with respect to the leases on any mortgaged property. In addition, section 362 of the Bankruptcy Code operates as an automatic stay of, among other things, any act to obtain possession of property from a debtor’s estate, which may delay a lender’s exercise of those remedies, including foreclosure, in the event that a lessee becomes the subject of a proceeding under the Bankruptcy Code. Thus, the filing of a petition in bankruptcy by or on behalf of a lessee of a mortgaged property would result in a stay against the commencement or continuation of any state court proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a default under the related lease that occurred prior to the filing of the lessee’s petition. While relief from the automatic stay to enforce remedies may be requested, it can be denied for a number of reasons, including where the collateral is “necessary to an effective reorganization” for the debtor, and if a debtor’s case has been administratively consolidated with those of its affiliates, the court may also consider whether the property is “necessary to an effective reorganization” of the debtor and its affiliates, taken as a whole.

The Bankruptcy Code generally provides that a trustee in bankruptcy or debtor-in-possession may, with respect to an unexpired lease of non-residential real property, before the earlier of (i) 120 days after the filing of a bankruptcy case or (ii) the entry of an order confirming a plan, subject to approval of the court, (a) assume the lease and retain it or assign it to a third party or (b) reject the lease. If the trustee or debtor-in-possession fails to assume or reject the lease within the time specified in the preceding sentence, subject to any extensions by the bankruptcy court, the lease will be deemed rejected and the property will be surrendered to the lessor. The bankruptcy court may for cause shown extend the 120-day period up to 90 days for a total of 210 days. If the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the lessee as debtor-in-possession, or the assignee, if applicable, must cure any defaults under the lease, compensate the lessor for its losses and provide the lessor with “adequate assurance” of future performance. These remedies may be insufficient, however, as the lessor may be forced to continue under the lease with a lessee that is a poor credit risk or an unfamiliar tenant (if the lease was assigned), and any assurances provided to the lessor may, in fact, be inadequate. If the lease is rejected, the rejection generally constitutes a breach of the executory contract or unexpired lease as of the date immediately preceding the filing date of the bankruptcy petition. As a consequence, the other party or parties to the lease, such as the borrower, as lessor under a lease, generally would have only an unsecured claim against the debtor, as lessee, for damages resulting from the breach, which could adversely affect the security for the related mortgage loan. In addition, under the Bankruptcy Code, a lease rejection damages claim is limited to the “(a) rent reserved by the lease, without acceleration, for the greater of one year, or 15 percent, not to exceed three years, of the remaining term of such lease, following the earlier of the date of the bankruptcy petition and the date on which the lessor regained possession of the real property, (b) plus any unpaid rent due under such lease, without acceleration, on the earlier of such dates.”

If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor-in-possession, rejects an unexpired lease of real property, the lessee may treat the lease as terminated by the rejection or, in the alternative, the lessee may remain in possession of the leasehold for the balance of the term and for any renewal or extension of the term that is enforceable by the lessee under applicable non-bankruptcy law. The Bankruptcy Code provides that if a lessee elects to remain in possession after a rejection of a lease, the lessee may offset against rents reserved under the lease for the balance of the term after the date of rejection of the lease, and the related renewal or extension of the lease, any damages occurring after that date caused by the nonperformance of any obligation of the lessor under the lease after that date.

Similarly, bankruptcy risk is associated with an insolvency proceeding under the Bankruptcy Code of either a borrower ground lessee or a ground lessor. In general, upon the bankruptcy of a lessor or a lessee under a lease of nonresidential real property, including a ground lease, that has not been terminated prior to the bankruptcy filing date, the debtor entity has the statutory right to assume or reject the lease. Given that the Bankruptcy Code generally invalidates clauses that terminate contracts automatically upon the filing by one of the parties of a bankruptcy petition or that are conditioned on a party’s insolvency, following the filing of a bankruptcy petition, a debtor would ordinarily be required to perform its obligations under such lease

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until the debtor decides whether to assume or reject the lease. The Bankruptcy Code provides certain additional protections with respect to non-residential real property leases, such as establishing a specific timeframe in which a debtor must determine whether to assume or reject the lease. The bankruptcy court may extend the time to perform for up to 60 days for cause shown. Even if the agreements were terminated prior to bankruptcy, a bankruptcy court may determine that the agreement was improperly terminated and therefore remains part of the debtor’s bankruptcy estate. The debtor also can seek bankruptcy court approval to assume and assign the lease to a third party, and to modify the lease in connection with such assignment. In order to assume the lease, the debtor or assignee generally will have to cure outstanding defaults and provide “adequate assurance of future performance” in addition to satisfying other requirements imposed under the Bankruptcy Code. Under the Bankruptcy Code, subject to certain exceptions, once a lease is rejected by a debtor lessee, it is deemed breached, and the non-debtor lessor will have a claim for lease rejection damages, as described above.

If the ground lessor files for bankruptcy, it may determine until the confirmation of its plan of reorganization whether to reject the ground lease. On request of any party to the lease, the bankruptcy court may order the debtor to determine within a specific period of time whether to assume or reject the lease or to comply with the terms of the lease pending its decision to assume or reject. In the event of rejection, the non-debtor lessee will have the right to treat the lease as terminated by virtue of its terms, applicable nonbankruptcy law, or any agreement made by the lessee. The non-debtor lessee may also, if the lease term has begun, retain its rights under the lease, including its rights to remain in possession of the leased premises under the rent reserved in the lease for the balance of the term of the lease (including renewals). The term “lessee” includes any “successor, assign or mortgagee permitted under the terms of such lease”. If, pre-petition, the ground lessor had specifically granted the leasehold mortgagee such right, the leasehold mortgagee may have the right to succeed to the lessee/borrower’s position under the lease.

In the event of concurrent bankruptcy proceedings involving the ground lessor and the lessee/borrower, actions by creditors against the borrower/lessee debtor would be subject to the automatic stay, and a lender may be unable to enforce both the bankrupt lessee’s/borrower’s pre-petition agreement to refuse to treat a ground lease rejected by a bankrupt lessor as terminated and any agreement by the ground lessor to grant the lender a new lease upon such termination. In such circumstances, a lease could be terminated notwithstanding lender protection provisions contained in that lease or in the mortgage. A lender could lose its security unless the lender holds a fee mortgage or the bankruptcy court, as a court of equity, allows the mortgagee to assume the ground lessee’s obligations under the ground lease and succeed to the ground lessee’s position. Although consistent with the Bankruptcy Code, such position may not be adopted by the bankruptcy court.

Further, in an appellate decision by the United States Court of Appeals for the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir, 2003)), the court ruled with respect to an unrecorded lease of real property that where a statutory sale of leased property occurs under the Bankruptcy Code upon the bankruptcy of a landlord, that sale terminates a lessee’s possessory interest in the property, and the purchaser assumes title free and clear of any interest, including any leasehold estates. Pursuant to the Bankruptcy Code, a lessee may request the bankruptcy court to prohibit or condition the statutory sale of the property so as to provide adequate protection of the leasehold interest; however, the court ruled that, at least where a memorandum of lease had not been recorded, this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds. As a result, we cannot assure you that, in the event of a statutory sale of leased property pursuant to the Bankruptcy Code, the lessee would be able to maintain possession of the property under the ground lease. In addition, we cannot assure you that a leasehold mortgagor and/or a leasehold mortgagee (to the extent it has standing to intervene) would be able to recover the full value of the leasehold interest in bankruptcy court.

Because of the possible termination of the related ground lease, whether arising from a bankruptcy, the expiration of a lease term or an uncured defect under the related ground lease, lending on a leasehold interest in a real property is riskier than lending on the fee interest in the property.

In a bankruptcy or similar proceeding involving a borrower, action may be taken seeking the recovery as a preferential transfer of any payments made by such borrower, or made directly by the related lessee,

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under the related mortgage loan to the issuing entity. Payments on long term debt may be protected from recovery as preferences if they qualify for the “ordinary course” exception under the Bankruptcy Code or if certain other defenses in the Bankruptcy Code are applicable. Whether any particular payment would be protected depends upon the facts specific to a particular transaction.

In addition, in a bankruptcy or similar proceeding involving any borrower or an affiliate, an action may be taken to avoid the transaction (or any component of the transaction, such as joint and several liability on the related mortgage loan) as an actual or constructive fraudulent conveyance under state or federal law. Any payment by a borrower in excess of its allocated share of the loan could be challenged as a fraudulent conveyance by creditors of that borrower in an action outside a bankruptcy case or by the representative of the borrower’s bankruptcy estate in a bankruptcy case. Generally, under federal and most state fraudulent conveyance statutes, the incurrence of an obligation or the transfer of property by a person will be subject to avoidance under certain circumstances if the person transferred such property with the intent to hinder, delay or defraud its creditors or the person did not receive fair consideration or reasonably equivalent value in exchange for such obligation or transfer and (i) was insolvent or was rendered insolvent by such obligation or transfer, (ii) was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with the person constituted unreasonably small capital, or (iii) intended to, or believed that it would, incur debts that would be beyond the person’s ability to pay as such debts matured. The measure of insolvency will vary depending on the law of the applicable jurisdiction. However, an entity will generally be considered insolvent if the present fair salable value of its assets is less than (x) the sum of its debts or (y) the amount that would be required to pay its probable liabilities on its existing debts as they become absolute and matured. Accordingly, a lien granted by a borrower to secure repayment of the loan in excess of its allocated share could be avoided if a court were to determine that (i) such borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital, or was not able to pay its debts as they matured and (ii) the borrower did not, when it allowed its property to be encumbered by a lien securing the entire indebtedness represented by the loan, receive fair consideration or reasonably equivalent value for pledging such property for the equal benefit of each other borrower.

A bankruptcy court may, under certain circumstances, authorize a debtor to obtain credit after the commencement of a bankruptcy case, secured among other things, by senior, equal or junior liens on property that is already subject to a lien. In the bankruptcy case of General Growth Properties filed on April 16, 2009, the debtors initially sought approval of a debtor-in-possession loan to the corporate parent entities guaranteed by the property-level single purpose entities and secured by second liens on their properties. Although the debtor-in-possession loan subsequently was modified to eliminate the subsidiary guarantees and second liens, we cannot assure you that, in the event of a bankruptcy of the borrower sponsor, the borrower sponsor would not seek approval of a similar debtor-in-possession loan, or that a bankruptcy court would not approve a debtor-in-possession loan that included such subsidiary guarantees and second liens on such subsidiaries’ properties.

Certain of the borrowers may be partnerships. The laws governing limited partnerships in certain states provide that the commencement of a case under the Bankruptcy Code with respect to a general partner will cause a person to cease to be a general partner of the limited partnership, unless otherwise provided in writing in the limited partnership agreement. This provision may be construed as an “ipso facto” clause and, in the event of the general partner’s bankruptcy, may not be enforceable. Certain limited partnership agreements of the borrowers may provide that the commencement of a case under the Bankruptcy Code with respect to the related general partner constitutes an event of withdrawal (assuming the enforceability of the clause is not challenged in bankruptcy proceedings or, if challenged, is upheld) that might trigger the dissolution of the limited partnership, the winding up of its affairs and the distribution of its assets, unless (i) at the time there was at least one other general partner and the written provisions of the limited partnership permit the business of the limited partnership to be carried on by the remaining general partner and that general partner does so or (ii) the written provisions of the limited partnership agreement permit the limited partners to agree within a specified time frame (often 60 days) after the withdrawal to continue the business of the limited partnership and to the appointment of one or more general partners and the limited partners do so. In addition, the laws governing general partnerships in certain states provide that the commencement of a case under the Bankruptcy Code or state bankruptcy laws with respect to a general

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partner of the partnerships triggers the dissolution of the partnership, the winding up of its affairs and the distribution of its assets. Those state laws, however, may not be enforceable or effective in a bankruptcy case. Limited liability companies may be subjected to similar treatment as that described in this prospectus with respect to limited partnerships. The dissolution of a borrower, the winding up of its affairs and the distribution of its assets could result in an acceleration of its payment obligation under the borrower’s mortgage loan, which may reduce the yield on the Offered Certificates in the same manner as a principal prepayment.

In addition, the bankruptcy of the general or limited partner of a borrower that is a partnership, or the bankruptcy of a member of a borrower that is a limited liability company or the bankruptcy of a shareholder of a borrower that is a corporation may provide the opportunity in the bankruptcy case of the partner, member or shareholder to obtain an order from a court consolidating the assets and liabilities of the partner, member or shareholder with those of the mortgagor pursuant to the doctrines of substantive consolidation or piercing the corporate veil. In such a case, the respective mortgaged property, for example, would become property of the estate of the bankrupt partner, member or shareholder. Not only would the mortgaged property be available to satisfy the claims of creditors of the partner, member or shareholder, but an automatic stay would apply to any attempt by the trustee to exercise remedies with respect to the mortgaged property. However, such an occurrence should not affect a lender’s status as a secured creditor with respect to the mortgagor or its security interest in the mortgaged property.

A borrower that is a limited partnership, in many cases, may be required by the loan documents to have a single purpose entity as its sole general partner, and a borrower that is a general partnership, in many cases, may be required by the loan documents to have as its general partners only entities that are single purpose entities. A borrower that is a limited liability company may be required by the loan documents to have a single purpose member or a springing member. All borrowers that are tenants-in-common may be required by the loan documents to be single purpose entities. These provisions are designed to mitigate the risk of the dissolution or bankruptcy of the borrower partnership or its general partner, a borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common. However, we cannot assure you that any borrower partnership or its general partner, or any borrower limited liability company or its member (if applicable), or a borrower that is a tenant-in-common, will not dissolve or become a debtor under the Bankruptcy Code.

Environmental Considerations

General

A lender may be subject to environmental risks when taking a security interest in real property. Of particular concern may be properties that are or have been used for industrial, manufacturing, military or disposal activity. Such environmental risks include the possible diminution of the value of a contaminated property or, as discussed below, potential liability for clean-up costs or other remedial actions that could exceed the value of the property or the amount of the lender’s loan. In certain circumstances, a lender may decide to abandon a contaminated mortgaged property as collateral for its loan rather than foreclose and risk liability for clean-up costs.

Superlien Laws

Under the laws of many states, contamination on a property may give rise to a lien on the property for clean-up costs. In several states, such a lien has priority over all existing liens, including those of existing mortgages. In these states, the lien of a mortgage may lose its priority to such a “superlien.”

CERCLA

The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), imposes strict liability on present and past “owners” and “operators” of contaminated real property for the costs of clean-up. A secured lender may be liable as an “owner” or “operator” of a contaminated mortgaged property if agents or employees of the lender have participated in

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the management or operation of such mortgaged property. Such liability may exist even if the lender did not cause or contribute to the contamination and regardless of whether the lender has actually taken possession of a mortgaged property through foreclosure, deed in lieu of foreclosure or otherwise. Moreover, such liability is not limited to the original or unamortized principal balance of a loan or to the value of the property securing a loan. Excluded from CERCLA’s definition of “owner” or “operator”, however, is a person “who, without participating in the management of the facility, holds indicia of ownership primarily to protect his security interest”. This is the so called “secured creditor exemption.”

The Asset Conservation, Lender Liability and Deposit Insurance Protection Act of 1996 (the “1996 Act”) amended, among other things, the provisions of CERCLA with respect to lender liability and the secured creditor exemption. The 1996 Act offers protection to lenders by defining the activities in which a lender can engage and still have the benefit of the secured creditor exemption. In order for a lender to be deemed to have participated in the management of a mortgaged property, the lender must actually participate in the operational affairs of the property of the borrower. The 1996 Act provides that “merely having the capacity to influence, or unexercised right to control” operations does not constitute participation in management. A lender will lose the protection of the secured creditor exemption if it exercises decision-making control over the borrower’s environmental compliance and hazardous substance handling or disposal practices, or assumes day-to-day management of environmental or substantially all other operational functions of the mortgaged property. The 1996 Act also provides that a lender will continue to have the benefit of the secured creditor exemption even if it forecloses on a mortgaged property, purchases it at a foreclosure sale or accepts a deed-in-lieu of foreclosure provided that the lender seeks to sell the mortgaged property at the earliest practicable commercially reasonable time on commercially reasonable terms.

Certain Other Federal and State Laws

Many states have statutes similar to CERCLA, and not all of those statutes provide for a secured creditor exemption. In addition, under federal law, there is potential liability relating to hazardous wastes and underground storage tanks under the federal Resource Conservation and Recovery Act.

Some federal, state and local laws, regulations and ordinances govern the management, removal, encapsulation or disturbance of asbestos-containing materials. These laws, as well as common law standards, may impose liability for releases of or exposure to asbestos-containing materials, and provide for third parties to seek recovery from owners or operators of real properties for personal injuries associated with those releases.

Federal legislation requires owners of residential housing constructed prior to 1978 to disclose to potential residents or purchasers any known lead-based paint hazards and will impose treble damages for any failure to disclose. In addition, the ingestion of lead-based paint chips or dust particles by children can result in lead poisoning. If lead-based paint hazards exist at a property, then the owner of that property may be held liable for injuries and for the costs of removal or encapsulation of the lead-based paint.

In a few states, transfers of some types of properties are conditioned upon clean-up of contamination prior to transfer. In these cases, a lender that becomes the owner of a property through foreclosure, deed in lieu of foreclosure or otherwise, may be required to clean-up the contamination before selling or otherwise transferring the property.

Beyond statute-based environmental liability, there exist common law causes of action (for example, actions based on nuisance or on toxic tort resulting in death, personal injury or damage to property) related to hazardous environmental conditions on a property. While it may be more difficult to hold a lender liable under common law causes of action, unanticipated or uninsured liabilities of the borrower may jeopardize the borrower’s ability to meet its loan obligations or may decrease the re-sale value of the collateral.

Additional Considerations

The cost of remediating hazardous substance contamination at a property can be substantial. If a lender becomes liable, it can bring an action for contribution against the owner or operator who created the environmental hazard, but that individual or entity may be without substantial assets. Accordingly, it is

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possible that such costs could become a liability of the issuing entity and occasion a loss to the certificateholders.

If a lender forecloses on a mortgage secured by a property, the operations on which are subject to environmental laws and regulations, the lender will be required to operate the property in accordance with those laws and regulations. Such compliance may entail substantial expense, especially in the case of industrial or manufacturing properties.

In addition, a lender may be obligated to disclose environmental conditions on a property to government entities and/or to prospective buyers (including prospective buyers at a foreclosure sale or following foreclosure). Such disclosure may decrease the amount that prospective buyers are willing to pay for the affected property, sometimes substantially, and thereby decrease the ability of the lender to recover its investment in a loan upon foreclosure.

Due-on-Sale and Due-on-Encumbrance Provisions

Certain of the mortgage loans may contain “due-on-sale” and “due-on-encumbrance” clauses that purport to permit the lender to accelerate the maturity of the loan if the borrower transfers or encumbers the related mortgaged property. The Garn-St Germain Depository Institutions Act of 1982 (the “Garn Act”) generally preempts state laws that prohibit the enforcement of due-on-sale clauses and permits lenders to enforce these clauses in accordance with their terms, subject to certain limitations as set forth in the Garn Act and related regulations. Accordingly, a lender may nevertheless have the right to accelerate the maturity of a mortgage loan that contains a “due-on-sale” provision upon transfer of an interest in the property, without regard to the lender’s ability to demonstrate that a sale threatens its legitimate security interest.

Subordinate Financing

The terms of certain of the mortgage loans may not restrict the ability of the borrower to use the mortgaged property as security for one or more additional loans, or such restrictions may be unenforceable. Where a borrower encumbers a mortgaged property with one or more junior liens, the senior lender is subjected to additional risk. First, the borrower may have difficulty servicing and repaying multiple loans. Moreover, if the subordinate financing permits recourse to the borrower (as-is frequently the case) and the senior loan does not, a borrower may have more incentive to repay sums due on the subordinate loan. Second, acts of the senior lender that prejudice the junior lender or impair the junior lender’s security may create a superior equity in favor of the junior lender. For example, if the borrower and the senior lender agree to an increase in the principal amount of or the interest rate payable on the senior loan, the senior lender may lose its priority to the extent any existing junior lender is harmed or the borrower is additionally burdened. Third, if the borrower defaults on the senior loan and/or any junior loan or loans, the existence of junior loans and actions taken by junior lenders can impair the security available to the senior lender and can interfere with or delay the taking of action by the senior lender. Moreover, the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender.

Default Interest and Limitations on Prepayments

Promissory notes and mortgages may contain provisions that obligate the borrower to pay a late charge or additional interest if payments are not timely made, and in some circumstances, may prohibit prepayments for a specified period and/or condition prepayments upon the borrower’s payment of prepayment fees or yield maintenance penalties. In certain states, there are or may be specific limitations upon the late charges which a lender may collect from a borrower for delinquent payments. Certain states also limit the amounts that a lender may collect from a borrower as an additional charge if the loan is prepaid. In addition, the enforceability of provisions that provide for prepayment fees or penalties upon an involuntary prepayment is unclear under the laws of many states.

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Applicability of Usury Laws

Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980 (“Title V”) provides that state usury limitations will not apply to certain types of residential (including multifamily) first mortgage loans originated by certain lenders after March 31, 1980. Title V authorized any state to reimpose interest rate limits by adopting, before April 1, 1983, a law or constitutional provision that expressly rejects application of the federal law. In addition, even where Title V is not so rejected, any state is authorized by the law to adopt a provision limiting discount points or other charges on mortgage loans covered by Title V. Certain states have taken action to reimpose interest rate limits and/or to limit discount points or other charges.

Statutes differ in their provisions as to the consequences of a usurious loan. One group of statutes requires the lender to forfeit the interest due above the applicable limit or impose a specified penalty. Under this statutory scheme, the borrower may cancel the recorded mortgage or deed of trust upon paying its debt with lawful interest, and the lender may foreclose, but only for the debt plus lawful interest. A second group of statutes is more severe. A violation of this type of usury law results in the invalidation of the transaction, thereby permitting the borrower to cancel the recorded mortgage or deed of trust without any payment or prohibiting the lender from foreclosing.

Americans with Disabilities Act

Under Title III of the Americans with Disabilities Act of 1990 and related regulations (collectively, the “ADA”), in order to protect individuals with disabilities, public accommodations (such as hospitality properties, restaurants, shopping centers, hospitals, schools and social service center establishments) must remove architectural and communication barriers which are structural in nature from existing places of public accommodation to the extent “readily achievable”. In addition, under the ADA, alterations to a place of public accommodation or a commercial facility are to be made so that, to the maximum extent feasible, such altered portions are readily accessible to and usable by disabled individuals. The “readily achievable” standard takes into account, among other factors, the financial resources of the affected site, owner, landlord or other applicable person. In addition to imposing a possible financial burden on the borrower in its capacity as owner or landlord, the ADA may also impose such requirements on a foreclosing lender who succeeds to the interest of the borrower as owner or landlord. Furthermore, since the “readily achievable” standard may vary depending on the financial condition of the owner or landlord, a foreclosing lender who is financially more capable than the borrower of complying with the requirements of the ADA may be subject to more stringent requirements than those to which the borrower is subject.

Servicemembers Civil Relief Act

Under the terms of the Servicemembers Civil Relief Act as amended (the “Relief Act”), a borrower who enters military service after the origination of such borrower’s mortgage loan (including a borrower who was in reserve status and is called to active duty after origination of the mortgage loan), upon notification by such borrower, will not be charged interest, including fees and charges, in excess of 6% per annum during the period of such borrower’s active duty status. In addition to adjusting the interest, the lender must forgive any such interest in excess of 6% unless a court or administrative agency orders otherwise upon application of the lender. The Relief Act applies to individuals who are members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration assigned to duty with the military. Because the Relief Act applies to individuals who enter military service (including reservists who are called to active duty) after origination of the related mortgage loan, no information can be provided as to the number of loans with individuals as borrowers that may be affected by the Relief Act. Application of the Relief Act would adversely affect, for an indeterminate period of time, the ability of a master servicer or special servicer to collect full amounts of interest on certain of the mortgage loans. Any shortfalls in interest collections resulting from the application of the Relief Act would result in a reduction of the amounts distributable to the holders of certificates, and would not be covered by advances or, any form of credit support provided in connection with the certificates. In addition, the Relief Act imposes limitations that would impair the ability of a lender to

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foreclose on an affected mortgage loan during the borrower’s period of active duty status, and, under certain circumstances, during an additional three-month period thereafter.

Anti-Money Laundering, Economic Sanctions and Bribery

Many jurisdictions have adopted wide-ranging anti-money laundering, economic and trade sanctions, and anti-corruption and anti-bribery laws, and regulations (collectively, the “Requirements”). Any of the depositor, the issuing entity, the underwriters or other party to the PSA could be requested or required to obtain certain assurances from prospective investors intending to purchase certificates and to retain such information or to disclose information pertaining to them to governmental, regulatory or other authorities or to financial intermediaries or engage in due diligence or take other related actions in the future. Failure to honor any request by the depositor, the issuing entity, the underwriters or other party to the PSA to provide requested information or take such other actions as may be necessary or advisable for the depositor, the issuing entity, the underwriters or other party to the PSA to comply with any Requirements, related legal process or appropriate requests (whether formal or informal) may result in, among other things, a forced sale to another investor of such investor’s certificates. In addition, it is expected that each of the depositor, the issuing entity, the underwriters and the other parties to the PSA will comply with the U.S. Bank Secrecy Act, U.S. Bank Secrecy Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (also known as the “Patriot Act”) and any other anti-money laundering and anti-terrorism, economic and trade sanctions, and anti-corruption or anti-bribery laws, and regulations of the United States and other countries, and will disclose any information required or requested by authorities in connection with such compliance.

Potential Forfeiture of Assets

Federal law provides that assets (including property purchased or improved with assets) derived from criminal activity or otherwise tainted, or used in the commission of certain offenses, is subject to the blocking requirements of economic sanctions laws and regulations, and can be blocked and/or seized and ordered forfeited to the United States of America. The offenses that can trigger such a blocking and/or seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the U.S. Bank Secrecy Act, the anti-money laundering, anti-terrorism, economic sanctions, and anti-bribery laws and regulations, including the Patriot Act and the regulations issued pursuant to that act, as well as the narcotic drug laws. In many instances, the United States may seize the property even before a conviction occurs.

In the event of a forfeiture proceeding, a lender may be able to establish its interest in the property by proving that (a) its mortgage was executed and recorded before the commission of the illegal conduct from which the assets used to purchase or improve the property were derived or before the commission of any other crime upon which the forfeiture is based, or (b) the lender, at the time of the execution of the mortgage, “did not know or was reasonably without cause to believe that the property was subject to forfeiture”. However, there is no assurance that such a defense will be successful.

Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties

GSMC and its affiliates are playing several roles in this transaction. GS Mortgage Securities Corporation II is the depositor and a wholly-owned subsidiary of GSMC. GSMC, a sponsor, is an affiliate of GS Bank, an originator, and Goldman Sachs & Co. LLC, an underwriter for the offering of the offered certificates.

GS Bank currently holds two 19100 Ridgewood Pari Passu Companion Loans, two Grand Canal Shoppes Pari Passu Companion Loans, five USAA Office Portfolio Pari Passu Companion Loans and four Millennium Park Plaza Pari Passu Companion Loans. However, GS Bank intends to sell such Companion Loans in connection with future securitizations.

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Argentic is a sponsor and an originator. In addition, Argentic Securities Holdings Cayman Limited, an exempted company incorporated in the Cayman Islands with limited liability, an affiliate of Argentic, is expected to be the initial purchaser of the VRR Interest and the HRR Certificates. Argentic or an affiliate currently holds the East Village Multifamily Portfolio Pari Passu Companion Loans, the Washington Avenue Portfolio Pari Passu Companion Loans and the American Metro Center Pari Passu Companion Loans. However, Argentic intends to sell such Companion Loans in connection with future securitizations.

SMC is a sponsor and an originator. SMC is an affiliate of Starwood Mortgage Funding II, the initial holder of certain of the Bushwick Avenue Portfolio Pari Passu Companion Loans and the Hilton Portfolio Pari Passu Companion Loans. However, SMC intends to sell such Companion Loans in connection with future securitizations or otherwise sell such Companion Loans to third parties. In addition, SMC is an affiliate of (i) LNR Partners, LLC, (a) the special servicer with respect to the Serviced Mortgage Loans (other than any Excluded Special Servicer Loans) and any related Companion Loan,and (b) the special servicer of the SoCal Retail Portfolio Whole Loan and the Grand Canal Shoppes Whole Loan under the MSC 2019-H7 PSA, and the special servicer under the CF 2019-CF2 PSA which governs the servicing of the Bushwick Avenue Portfolio Whole Loan (4.0%) and the Hilton Portfolio Whole Loan (3.0%) and (ii) LNR Securities Holdings, LLC, the directing certificateholder and risk retention consultation party under the CF 2019-CF2 PSA, which governs the servicing of the Bushwick Avenue Portfolio Whole Loan (4.0%) and the Hilton Portfolio Whole Loan (3.0%).

Midland Loan Services, a Division of PNC Bank, National Association, the master servicer, is also (i) the master servicer under the MSC 2019-H7 PSA, pursuant to which the SoCal Retail Portfolio Whole Loan and the Grand Canal Shoppes Whole Loan are serviced, (ii) the master servicer under the CGCMT 2019-GC41 PSA, pursuant to which the USAA Office Portfolio Whole Loan and the Millennium Park Plaza Loan are serviced, and (iii) the master servicer and the special servicer under the GSMS 2019-GC42 PSA, pursuant to which the 19100 Ridgewood Loan and the New Jersey Center of Excellent Loan are serviced.

Pursuant to certain interim servicing agreements between GSMC or one of its affiliates, on the one hand, and Midland, on the other hand, Midland acts as interim servicer with respect to four (4) GSMC Mortgage Loans with an aggregate balance of $93,833,279, prior to their inclusion in the issuing entity.

Pursuant to interim servicing agreements between Wells Fargo Bank, National Association, which is the trustee and certificate administrator, and Argentic, which is a sponsor and an originator, or certain affiliates thereof, Wells Fargo Bank, National Association acts as interim servicer and interim custodian with respect to 23 of the Argentic Mortgage Loans (44.5%). In addition, Wells Fargo Bank, National Association, or an affiliate thereof, provides warehouse financing to Argentic and certain of its affiliates through a master repurchase facility. Five of the Argentic Mortgage Loans, representing approximately 16.5% of the Initial Pool Balance, are or are expected to be subject to that repurchase facility as of the date of this prospectus. Proceeds received by Argentic in connection with this securitization transaction will be used, in part, to repurchase from Wells Fargo Bank, National Association, or an affiliate thereof, each of the Argentic Mortgage Loans subject to such master repurchase facility, which Argentic Mortgage Loans will be transferred to the depositor free and clear of any liens.

LNR Partners is currently the special servicer for the SoCal Retail Portfolio Whole Loan and the Grand Canal Shoppes Whole Loan pursuant to the MSC 2019-H7 PSA and under the CF 2019-CF2 PSA which governs the servicing of the Bushwick Avenue Portfolio Whole Loan and the Hilton Portfolio Whole Loan. LNR Partners, is an affiliate of (i) SMC, one of the sponsors and an originator, (ii) Starwood Mortgage Funding II LLC, the current holder of the Bushwick Avenue Portfolio Pari Passu Companion Loans and the Hilton Portfolio Pari Passu Companion Loans, (iii) LNR Securities Holdings, LLC, the controlling class representative under the CF 2019-CF2 PSA, (iv) Starwood Conduit CMBS Vertical Retention I LLC, the entity that purchase the VRR Interest under the CF 2019-CF2 PSA, and (v) Starwood CMBS Horizontal Retention CF 2019-CF2 LLC, the entity that purchased the initial controlling class under the CF 2019-CF2 PSA.

Wells Fargo Bank, National Association, the trustee and certificate administrator, is also (i) the trustee and certificate administrator under the GSMS 2019-GC42 PSA with respect to the New Jersey Center of Excellence Whole Loan and the 19100 Ridgewood Whole Loan and (ii) the trustee and certificate

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administrator under the MSC 2019-H7 PSA with respect to the SoCal Retail Portfolio Whole Loan and the Grand Canal Shoppes Whole Loan.

Park Bridge, the operating advisor and asset representations reviewer, is also (i) the operating advisor and the asset representations reviewer under the CGCMT 2019-GC41 PSA pursuant to which the USAA Office Portfolio Whole Loan and the Millennium Park Plaza Whole Loan are currently serviced, (ii) the operating advisor and the asset representations reviewer under the GSMS 2019-GC42 PSA pursuant to which the 19100 Ridgewood Whole Loan and the New Jersey Center of Excellence Whole Loan are currently serviced and (iii) the operating advisor and the asset representations reviewer under the CF 2019-CF2 PSA pursuant to which the Bushwick Avenue Portfolio Whole Loan and the Hilton Portfolio Whole Loan are currently serviced.

Pursuant to interim servicing agreements between Wells Fargo Bank, National Association, which is the trustee and certificate administrator, and SMC, which is a sponsor and an originator, or certain of its affiliates, Wells Fargo Bank, National Association acts as interim servicer with respect to all of the SMC Mortgage Loans (17.3%) and acts as interim custodian with respect to five of the SMC Mortgage Loans (5.7%).

Pursuant to certain interim servicing agreements between Argentic or certain of its affiliates, on the one hand, and Wells Fargo Bank, National Association, on the other hand, Wells Fargo Bank, National Association acts as interim servicer with respect to certain mortgage loans owned by Argentic or those affiliates from time to time, including, prior to their inclusion in the issuing entity, twenty-three (23) of the Argentic Mortgage Loans with an aggregate principal balance of approximately $384,459,211 as of the Cut-off Date.

Wells Fargo Bank, National Association acts as interim custodian of the loan documents with respect to all the GSMC Mortgage Loans and the Argentic Mortgage Loans and certain of the SMC Mortgage Loans, except for the related Mortgage File with respect to any GSMC Mortgage Loan or Argentic Mortgage Loan that is currently (or becomes prior to the Closing Date) a Non-Serviced Mortgage Loan.

Argentic Securities Holdings Cayman Limited, the entity that is expected to purchase the Class F-RR, Class G-RR and Class H-RR certificates, is expected to appoint Argentic Securities Income USA LLC, its affiliate, as the initial Directing Holder.

See “Risk Factors—Risks Related to Conflicts of Interest—Potential Conflicts of Interest of the Master Servicer and the Special Servicer”, “—Potential Conflicts of Interest of the Asset Representations Reviewer”, “—Potential Conflicts of Interest of the Directing Holder and the Companion Loan Holders” and “—Risks Relating to the Mortgage Loans—Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks”. For a description of certain other affiliations, relationships and related transactions, to the extent known and material, among the transaction parties, see the individual descriptions of the transaction parties under “Transaction Parties”.

Pending Legal Proceedings Involving Transaction Parties

While the sponsors have been involved in, and are currently involved in, certain litigation or potential litigation, including actions relating to repurchase claims, there are no legal proceedings pending, or any proceedings known to be contemplated by any governmental authorities, against the sponsors that are material to Certificateholders.

For a description of certain other material legal proceedings pending against the transaction parties, see the individual descriptions of the transaction parties under “Transaction Parties”.

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Use of Proceeds

Certain of the net proceeds from the sale of the Offered Certificates, together with the net proceeds from the sale of the other certificates not being offered by this prospectus, will be used by the depositor to purchase the mortgage loans from the mortgage loan sellers and to pay certain expenses in connection with the issuance of the certificates.

Yield, Prepayment and Maturity Considerations

Yield Considerations

General

The yield to maturity on the Offered Certificates will depend upon the price paid by the investors, the rate and timing of the distributions in reduction of the Certificate Balance or Notional Amount of the applicable class of Offered Certificates, the extent to which yield maintenance charges and prepayment premiums allocated to the class of Offered Certificates are collected, and the rate, timing and severity of losses on the Mortgage Loans and the extent to which such losses are allocable in reduction of the Certificate Balance or Notional Amount of the class of Offered Certificates, as well as prevailing interest rates at the time of payment or loss realization.

Rate and Timing of Principal Payments

The rate and amount of distributions in reduction of the Certificate Balance of any class of Offered Certificates that are also Principal Balance Certificates and the yield to maturity of any class of Offered Certificates will be directly related to the rate of payments of principal (both scheduled and unscheduled) on the Mortgage Loans, as well as borrower defaults and the severity of losses occurring upon a default and the resulting rate and timing of collections made in connection with liquidations of Mortgage Loans due to these defaults. Principal payments on the Mortgage Loans will be affected by their amortization schedules, lockout periods, defeasance provisions, provisions relating to the release and/or application of earnout reserves, provisions requiring prepayments in connection with the release of real property collateral, requirements to pay yield maintenance charges or prepayment premiums in connection with principal payments, the dates on which balloon payments are due, property release provisions, provisions relating to the application or release of earnout reserves, and any extensions of maturity dates by the master servicer or the special servicer. While voluntary prepayments of some Mortgage Loans are generally prohibited during applicable prepayment lockout periods, effective prepayments may occur if a sufficiently significant portion of a mortgaged property is lost due to casualty or condemnation. In addition, such distributions in reduction of Certificate Balances of the respective classes of Offered Certificates that are also Principal Balance Certificates may result from repurchases of, or substitutions for, Mortgage Loans made by the sponsors due to missing or defective documentation or breaches of representations and warranties with respect to the Mortgage Loans as described under “Description of the Mortgage Loan Purchase Agreements”, purchases of the Mortgage Loans in the manner described under “Pooling and Servicing Agreement—Termination; Retirement of Certificates”, or the exercise of purchase options by the holder of a Subordinate Companion Loan or mezzanine loan, if any. To the extent a Mortgage Loan requires payment of a yield maintenance charge or prepayment premium in connection with a voluntary prepayment, any such yield maintenance charge or prepayment premium generally is not due in connection with a prepayment due to casualty or condemnation, is not included in the purchase price of a Mortgage Loan purchased or repurchased due to a breach of a representation or warranty or otherwise, and may not be enforceable or collectible upon a default.

Because the certificates with Notional Amounts are not entitled to distributions of principal, the yield on such certificates will be extremely sensitive to prepayments received in respect of the Mortgage Loans to the extent distributed to reduce the related Notional Amount of the applicable class of certificates. With respect to the Class A-AB certificates, the extent to which the planned balances are achieved and the sensitivity of the Class A-AB certificates to principal prepayments of the Mortgage Loans will depend in part on the period of time during which the Class A-1, Class A-2, Class A-3 and Class A-4 certificates remain

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outstanding. As such, the Class A-AB certificates will become more sensitive to the rate of prepayments on the mortgage loans than they were when the Class A-1, Class A-2, Class A-3 and Class A-4 certificates were outstanding.

The extent to which the yield to maturity of any class of Offered Certificates may vary from the anticipated yield will depend upon the degree to which the certificates are purchased at a discount or premium and when, and to what degree, payments of principal on the Mortgage Loans are in turn distributed on the certificates or, in the case of the Class X-A and Class X-B certificates, applied to reduce their Notional Amounts. An investor should consider, in the case of any certificate (other than a certificate with a Notional Amount) purchased at a discount, the risk that a slower than anticipated rate of principal payments on the Mortgage Loans could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any certificate purchased at a premium and certificates with Notional Amounts, the risk that a faster than anticipated rate of principal payments could result in an actual yield to such investor that is lower than the anticipated yield. In general, the earlier a payment of principal on the Mortgage Loans is distributed or otherwise results in reduction of the Certificate Balance or Notional Amount of a certificate purchased at a discount or premium, the greater will be the effect on an investor’s yield to maturity. As a result, the effect on an investor’s yield of principal payments distributed on an investor’s certificates occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period would not be fully offset by a subsequent like reduction (or increase) in the rate of principal payments.

The yield on each of the classes of certificates that have a Pass-Through Rate equal to, limited by, or based on, the WAC Rate could (or in the case of any class of certificates with a Pass-Through Rate equal to, or based on, the WAC Rate, would) be adversely affected if the Mortgage Loans with higher Mortgage Rates prepay faster than the Mortgage Loans with lower Mortgage Rates. The Pass-Through Rates on these classes of certificates may be adversely affected by a decrease in the WAC Rate even if principal prepayments do not occur.

Losses and Shortfalls

The Certificate Balance or Notional Amount of any class of Offered Certificates may be reduced without distributions of principal as a result of the occurrence and allocation of Realized Losses, reducing the maximum amount distributable in respect of principal on the Offered Certificates that are Principal Balance Certificates as well as the amount of interest that would have otherwise been payable on the Offered Certificates in the absence of such reduction. In general, a Realized Loss occurs when the principal balance of a Mortgage Loan is reduced without an equal distribution to applicable Certificateholders in reduction of the Certificate Balances of the certificates. Realized Losses may occur in connection with a default on a Mortgage Loan, acceptance of a discounted pay-off, the liquidation of the related Mortgaged Properties, a reduction in the principal balance of a Mortgage Loan by a bankruptcy court or pursuant to a modification, a recovery by the master servicer or trustee of a Nonrecoverable Advance on a Distribution Date or the incurrence of certain unanticipated or default-related costs and expenses (such as interest on Advances, Workout Fees, Liquidation Fees and Special Servicing Fees). Any reduction of the Certificate Balances of the class or classes of certificates indicated in the table below as a result of the application of Realized Losses will also reduce the Notional Amount of the related certificates.

Interest-Only Class of Certificates	Class Notional Amount	Related Class X Classes
Class X-A	$679,505,000	Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class A-S certificates
Class X-B	$76,701,000	Class B and Class C certificates
Class X-D	$44,292,000	Class D and Class E certificates

Certificateholders are not entitled to receive distributions of Periodic Payments when due except to the extent they are either covered by a P&I Advance or actually received. Consequently, any defaulted Periodic Payment for which no such P&I Advance is made will tend to extend the weighted average lives of the Offered Certificates that are also Principal Balance Certificates, whether or not a permitted extension of the due date of the related Mortgage Loan has been completed.

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Losses and shortfalls on any AB Whole Loan and Prepayment Interest Shortfalls for each Distribution Date with respect to an AB Whole Loan will generally be allocated first to the related Subordinate Companion Loan and then to the related Mortgage Loan (and correspondingly to the certificates to the extent not covered by the master servicer’s Compensating Interest Payment for such Distribution Date in the case of any Prepayment Interest Shortfall) and any Pari Passu Companion Loans on a pro rata basis.

Certain Relevant Factors Affecting Loan Payments and Defaults

The rate and timing of principal payments and defaults and the severity of losses on the Mortgage Loans may be affected by a number of factors, including, without limitation, the availability of credit for commercial or multifamily real estate, prevailing interest rates, the terms of the Mortgage Loans (for example, due-on-sale clauses, lockout periods or yield maintenance charges, release of property provisions, amortization terms that require balloon payments and incentives for a borrower to repay its mortgage loan by an anticipated repayment date), the demographics and relative economic vitality of the areas in which the Mortgaged Properties are located and the general supply and demand for rental properties in those areas, the quality of management of the Mortgaged Properties, the servicing of the Mortgage Loans, possible changes in tax laws and other opportunities for investment. See “Risk Factors” and “Description of the Mortgage Pool”.

The rate of prepayment on the pool of Mortgage Loans is likely to be affected by prevailing market interest rates for Mortgage Loans of a comparable type, term and risk level as the Mortgage Loans. When the prevailing market interest rate is below a mortgage interest rate, a borrower may have an increased incentive to refinance its Mortgage Loan. Although the Mortgage Loans contain provisions designed to mitigate the likelihood of an early loan repayment, we cannot assure you that the related borrowers will refrain from prepaying their Mortgage Loans due to the existence of these provisions, or that involuntary prepayments will not occur. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans”.

With respect to certain Mortgage Loans, the related Mortgage Loan documents allow for the sale of individual properties and the severance of the related debt and the assumption by the transferee of such portion of the Mortgage Loan as-is allocable to the individual property acquired by that transferee, subject to the satisfaction of certain conditions. In addition, with respect to certain Mortgage Loans, the related Mortgage Loan documents allow for partial releases of individual Mortgaged Properties during a lockout period or during such time as a yield maintenance charge would otherwise be payable, which could result in a prepayment of a portion of the initial principal balance of the related Mortgage Loan without payment of a yield maintenance charge or prepayment premium. Additionally, in the case of a partial release of an individual Mortgaged Property, the related release amount in many cases is greater than the allocated loan amount for the Mortgaged Property being released, which would result in a greater than proportionate paydown of the Mortgage Loan. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Partial Releases”.

Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell Mortgaged Properties in order to realize their equity in the Mortgaged Property, to meet cash flow needs or to make other investments. In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell Mortgaged Properties prior to the exhaustion of tax depreciation benefits.

We make no representation as to the particular factors that will affect the rate and timing of prepayments and defaults on the Mortgage Loans, as to the relative importance of those factors, as to the percentage of the principal balance of the Mortgage Loans that will be prepaid or as to which a default will have occurred as of any date or as to the overall rate of prepayment or default on the Mortgage Loans.

Delay in Payment of Distributions

Because each monthly distribution is made on each Distribution Date, which is at least 10 days after the end of the related Interest Accrual Period for the certificates, the effective yield to the holders of such certificates will be lower than the yield that would otherwise be produced by the applicable Pass-Through Rates and purchase prices (assuming the prices did not account for the delay).

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Yield on the Certificates with Notional Amounts

The yield to maturity of the certificates with Notional Amounts will be highly sensitive to the rate and timing of reductions made to the Certificate Balances of the related class or classes of certificates indicated in the table below, including by reason of prepayments and principal losses on the Mortgage Loans and other factors described above.

Interest-Only Class of Certificates	Class Notional Amount	Related Class X Classes
Class X-A	$679,505,000	Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class A-S certificates
Class X-B	$76,701,000	Class B and Class C certificates
Class X-D	$44,292,000	Class D and Class E certificates

Any optional termination by the holders of the Controlling Class, the special servicer, the master servicer or the holders of the Class R certificates would result in prepayment in full of the Offered Certificates and would have an adverse effect on the yield of a class of the certificates with Notional Amounts because a termination would have an effect similar to a principal prepayment in full of the Mortgage Loans and, as a result, investors in these certificates and any other Offered Certificates purchased at premium might not fully recoup their initial investment. See “Pooling and Servicing Agreement—Termination; Retirement of Certificates”.

Investors in the certificates with Notional Amounts should fully consider the associated risks, including the risk that an extremely rapid rate of prepayment or other liquidation of the Mortgage Loans could result in the failure of such investors to recoup fully their initial investments.

Weighted Average Life

The weighted average life of a Principal Balance Certificate refers to the average amount of time that will elapse from the date of its issuance until each dollar allocable to principal of the certificate is distributed to the related investor. The weighted average life of a Principal Balance Certificate will be influenced by, among other things, the rate at which principal on the Mortgage Loans is paid or otherwise received, which may be in the form of scheduled amortization, voluntary prepayments, Insurance and Condemnation Proceeds and Liquidation Proceeds. Distributions among the various classes of certificates will be made as set forth under “Description of the Certificates—Distributions—Priority of Distributions”.

Prepayments may be measured by a prepayment standard or model. The “Constant Prepayment Rate” or “CPR” model represents an assumed constant annual rate of prepayment each month, expressed as a per annum percentage of the then-scheduled principal balance of the pool of Mortgage Loans and AB Whole Loans. The “CPY” model represents an assumed CPR prepayment rate after any applicable lockout period, any applicable period in which defeasance is permitted and any applicable yield maintenance period has expired. The model used in this prospectus is the CPY model. As used in each of the following tables, the column headed “0% CPY” assumes that none of the Mortgage Loans and AB Whole Loans is prepaid before its maturity date. The columns headed “25% CPY”, “50% CPY”, “75% CPY” and “100% CPY” assume prepayments on the Mortgage Loans and AB Whole Loans at those levels of CPR following the expiration of any applicable lockout period, any applicable period in which defeasance is permitted and any applicable yield maintenance period (except as described below). We cannot assure you, however, that prepayments of the Mortgage Loans and AB Whole Loans will conform to any level of CPY, and we make no representation that the Mortgage Loans and AB Whole Loans will prepay at the levels of CPY shown or at any other prepayment rate.

The following tables indicate the percentage of the initial Certificate Balance (or, in the case of each Class of the Class A-3 and Class A-4 Certificates, the percentage of the related potential maximum and minimum initial Certificate Balances, respectively) of each class of the Offered Certificates that are also Principal Balance Certificates that would be outstanding after each of the dates shown at various CPYs and the corresponding weighted average life of each class of Offered Certificates that are also Principal Balance

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Certificates. The tables have been prepared on the basis of the following assumptions (the “Modeling Assumptions”), among others:

● scheduled Periodic Payments including payments due at maturity of principal and/or interest on the Mortgage Loans will be received on a timely basis and will be distributed on the 10th day (each assumed to be a business day) of the related month, beginning in December 2019;

● the Mortgage Rate in effect for each Mortgage Loan and AB Whole Loan as of the Cut-off Date will remain in effect to the related maturity date, as the case may be, and will be adjusted, if necessary, as required pursuant to the definition of Mortgage Rate;

● there are no delinquencies;

● the mortgage loan sellers will not be required to repurchase any Mortgage Loan, and none of the holders of the Controlling Class (or any other Certificateholder), the special servicer or the master servicer will exercise its option to purchase all the Mortgage Loans and thereby cause an early termination of the issuing entity and no holder of any mezzanine debt or other indebtedness will exercise its option to purchase the related Mortgage Loan;

● any principal prepayments on the Mortgage Loans will be received on their respective Due Dates after the expiration of any applicable lockout period, any applicable period in which defeasance is permitted, and any applicable yield maintenance period, in each case, at the respective levels of CPY set forth in the tables (without regard to any limitations in such Mortgage Loans on partial voluntary principal prepayment);

● any principal prepayments on the AB Whole Loans will be received on their respective Due Dates after the expiration of any applicable lockout period, any applicable period in which defeasance is permitted, and any applicable yield maintenance period, in each case, at the respective levels of CPY set forth in the tables (without regard to any limitations in such Whole Loans on partial voluntary principal prepayment) and allocated to the related Mortgage Loan pursuant to the related Co-Lender Agreement;

● all prepayments are assumed to be voluntary prepayments and will not include, without limitation, Liquidation Proceeds, condemnation proceeds, insurance proceeds, proceeds from the purchase of a Mortgage Loan from the issuing entity or any prepayment that is accepted by the master servicer or the special servicer pursuant to a workout, settlement or loan modification;

● no Prepayment Interest Shortfalls are incurred and no prepayment premiums or yield maintenance charges are collected;

● the Closing Date occurs on November 8, 2019;

● the Pass-Through Rates, initial Certificate Balances and initial Notional Amounts of the respective classes of Offered Certificates are as described in this prospectus;

● the Administrative Cost Rate is calculated on the Stated Principal Balance of the Mortgage Loans and in the same manner as interest is calculated on the Mortgage Loans;

● no reserves, earnouts, holdbacks, insurance proceeds or condemnation proceeds are applied to prepay any related Mortgage Loan or AB Whole Loan in whole or in part;

● no additional trust fund expenses are incurred;

● no property releases (or yield maintenance charge or other prepayment premium or related re-amortizations) occur;

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● the optional termination is not exercised; and

● there are no modifications or maturity date extensions in respect of the Mortgage Loans.

To the extent that the Mortgage Loans and AB Whole Loans have characteristics that differ from those assumed in preparing the tables set forth below, a class of Offered Certificates that is also a Principal Balance Certificate may mature earlier or later than indicated by the tables. The tables set forth below are for illustrative purposes only and it is highly unlikely that the Mortgage Loans and AB Whole Loans will actually prepay at any constant rate until maturity or that all the Mortgage Loans and AB Whole Loans will prepay at the same rate. In addition, variations in the actual prepayment experience and the balance of the Mortgage Loans and AB Whole Loans that prepay may increase or decrease the percentages of initial Certificate Balances (and weighted average lives) shown in the following tables. These variations may occur even if the average prepayment experience of the Mortgage Loans and AB Whole Loans were to equal any of the specified CPY percentages. Investors should not rely on the prepayment assumptions set forth in this prospectus and are urged to conduct their own analyses of the rates at which the Mortgage Loans and AB Whole Loans may be expected to prepay, based on their own assumptions. Based on the foregoing assumptions, the following tables indicate the resulting weighted average lives of each class of Offered Certificates that is also a Principal Balance Certificate and set forth the percentage of the initial Certificate Balance of each class of Offered Certificates that is also a Principal Balance Certificate that would be outstanding after each of the dates shown at the indicated CPYs.

Percentages of the Initial Certificate Balance of

the Class A-1 certificates at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Distribution Date	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
Closing Date	100%	100%	100%	100%	100%
November 10, 2020	86%	86%	86%	86%	86%
November 10, 2021	68%	68%	68%	68%	68%
November 10, 2022	49%	49%	49%	49%	49%
November 10, 2023	25%	25%	25%	25%	25%
November 10, 2024 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	2.84	2.84	2.84	2.84	2.84
First Principal Payment Date	Dec 2019	Dec 2019	Dec 2019	Dec 2019	Dec 2019
Last Principal Payment Date	Nov 2024	Nov 2024	Nov 2024	Nov 2024	Nov 2024

Percentages of the Initial Certificate Balance of

the Class A-2 certificates at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Distribution Date	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
Closing Date	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	100%	100%	100%	100%	100%
November 10, 2022	100%	100%	100%	100%	100%
November 10, 2023	100%	100%	100%	100%	100%
November 10, 2024	100%	100%	100%	100%	100%
November 10, 2025	100%	100%	100%	100%	100%
November 10, 2026 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	6.92	6.91	6.90	6.87	6.67
First Principal Payment Date	Oct 2026	Jul 2026	Jul 2026	Jul 2026	Jul 2026
Last Principal Payment Date	Oct 2026	Oct 2026	Oct 2026	Oct 2026	Jul 2026

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Percentages of the Maximum Initial Certificate Balance ($240,796,000)⁽¹⁾ of

the Class A-3 certificates at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Distribution Date	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
Closing Date	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	100%	100%	100%	100%	100%
November 10, 2022	100%	100%	100%	100%	100%
November 10, 2023	100%	100%	100%	100%	100%
November 10, 2024	100%	100%	100%	100%	100%
November 10, 2025	100%	100%	100%	100%	100%
November 10, 2026	100%	100%	100%	100%	100%
November 10, 2027	100%	100%	100%	100%	100%
November 10, 2028	100%	100%	100%	100%	100%
November 10, 2029 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	9.71	9.67	9.62	9.56	9.32
First Principal Payment Date	May 2029	Jan 2029	Jan 2029	Jan 2029	Jul 2026
Last Principal Payment Date	Sep 2029	Sep 2029	Aug 2029	Aug 2029	May 2029

(1) The exact initial Certificate Balance of the Class A-3 Certificates is unknown and will be determined based on final pricing of that Class. The information in the chart above is based on the maximum potential initial Certificate Balance of the Class A-3 Certificates, however, the actual Certificate Balance may be less than the maximum shown, in which case the Weighted Average Lives and Last Principal Payment Dates may be different than those shown above.

Percentages of the Minimum Initial Certificate Balance ($102,466,000)⁽¹⁾ of

the Class A-3 certificates at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Distribution Date	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
Closing Date	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	100%	100%	100%	100%	100%
November 10, 2022	100%	100%	100%	100%	100%
November 10, 2023	100%	100%	100%	100%	100%
November 10, 2024	100%	100%	100%	100%	100%
November 10, 2025	100%	100%	100%	100%	100%
November 10, 2026	100%	100%	100%	100%	100%
November 10, 2027	100%	100%	100%	100%	100%
November 10, 2028	100%	100%	100%	100%	100%
November 10, 2029 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	9.61	9.54	9.48	9.42	9.23
First Principal Payment Date	May 2029	Jan 2029	Jan 2029	Jan 2029	Jul 2026
Last Principal Payment Date	Aug 2029	Jul 2029	Jul 2029	Jun 2029	Mar 2029

(1) The exact initial Certificate Balance of the Class A-3 Certificates is unknown and will be determined based on final pricing of that Class. The information in the chart above is based on the minimum potential initial Certificate Balance of the Class A-3 Certificates, however, the actual Certificate Balance may be more than the minimum shown, in which case the Weighted Average Lives and Last Principal Payment Dates may be different than those shown above.

419 

Percentages of the Maximum Initial Certificate Balance ($440,112,000)⁽¹⁾ of

the Class A-4 certificates at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Distribution Date	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
Closing Date	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	100%	100%	100%	100%	100%
November 10, 2022	100%	100%	100%	100%	100%
November 10, 2023	100%	100%	100%	100%	100%
November 10, 2024	100%	100%	100%	100%	100%
November 10, 2025	100%	100%	100%	100%	100%
November 10, 2026	100%	100%	100%	100%	100%
November 10, 2027	100%	100%	100%	100%	100%
November 10, 2028	100%	100%	100%	100%	100%
November 10, 2029 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	9.86	9.84	9.82	9.78	9.55
First Principal Payment Date	Aug 2029	Jul 2029	Jul 2029	Jun 2029	Mar 2029
Last Principal Payment Date	Oct 2029	Oct 2029	Oct 2029	Oct 2029	Jul 2029

(1) The exact initial Certificate Balance of the Class A-4 Certificates is unknown and will be determined based on final pricing of that Class. The information in the chart above is based on the maximum potential initial Certificate Balance of the Class A-4 Certificates, however, the actual Certificate Balance may be less than the maximum shown, in which case the Weighted Average Lives and Last Principal Payment Dates may be different than those shown above.

Percentages of the Minimum Initial Certificate Balance ($301,782,000)⁽¹⁾ of

the Class A-4 certificates at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Distribution Date	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
Closing Date	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	100%	100%	100%	100%	100%
November 10, 2022	100%	100%	100%	100%	100%
November 10, 2023	100%	100%	100%	100%	100%
November 10, 2024	100%	100%	100%	100%	100%
November 10, 2025	100%	100%	100%	100%	100%
November 10, 2026	100%	100%	100%	100%	100%
November 10, 2027	100%	100%	100%	100%	100%
November 10, 2028	100%	100%	100%	100%	100%
November 10, 2029 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	9.89	9.88	9.86	9.83	9.62
First Principal Payment Date	Sep 2029	Sep 2029	Aug 2029	Aug 2029	May 2029
Last Principal Payment Date	Oct 2029	Oct 2029	Oct 2029	Oct 2029	Jul 2029

(1) The exact initial Certificate Balance of the Class A-4 Certificates is unknown and will be determined based on final pricing of that Class. The information in the chart above is based on the minimum potential initial Certificate Balance of the Class A-4 Certificates, however, the actual Certificate Balance may be more than the minimum shown, in which case the Weighted Average Lives and Last Principal Payment Dates may be different than those shown above.

420 

Percentages of the Initial Certificate Balance of

the Class A-AB certificates at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Distribution Date	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
Closing Date	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	100%	100%	100%	100%	100%
November 10, 2022	100%	100%	100%	100%	100%
November 10, 2023	100%	100%	100%	100%	100%
November 10, 2024	100%	100%	100%	100%	100%
November 10, 2025	77%	77%	77%	77%	77%
November 10, 2026	54%	54%	54%	54%	55%
November 10, 2027	32%	32%	32%	32%	33%
November 10, 2028	10%	10%	10%	10%	10%
November 10, 2029 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	7.26	7.26	7.26	7.26	7.27
First Principal Payment Date	Nov 2024	Nov 2024	Nov 2024	Nov 2024	Nov 2024
Last Principal Payment Date	May 2029	May 2029	May 2029	May 2029	May 2029

Percentages of the Initial Certificate Balance of

the Class A-S certificates at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Distribution Date	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
Closing Date	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	100%	100%	100%	100%	100%
November 10, 2022	100%	100%	100%	100%	100%
November 10, 2023	100%	100%	100%	100%	100%
November 10, 2024	100%	100%	100%	100%	100%
November 10, 2025	100%	100%	100%	100%	100%
November 10, 2026	100%	100%	100%	100%	100%
November 10, 2027	100%	100%	100%	100%	100%
November 10, 2028	100%	100%	100%	100%	100%
November 10, 2029 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	9.92	9.92	9.92	9.92	9.67
First Principal Payment Date	Oct 2029	Oct 2029	Oct 2029	Oct 2029	Jul 2029
Last Principal Payment Date	Oct 2029	Oct 2029	Oct 2029	Oct 2029	Jul 2029

Percentages of the Initial Certificate Balance of

the Class B certificates at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Distribution Date	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
Closing Date	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	100%	100%	100%	100%	100%
November 10, 2022	100%	100%	100%	100%	100%
November 10, 2023	100%	100%	100%	100%	100%
November 10, 2024	100%	100%	100%	100%	100%
November 10, 2025	100%	100%	100%	100%	100%
November 10, 2026	100%	100%	100%	100%	100%
November 10, 2027	100%	100%	100%	100%	100%
November 10, 2028	100%	100%	100%	100%	100%
November 10, 2029 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	9.92	9.92	9.92	9.92	9.67
First Principal Payment Date	Oct 2029	Oct 2029	Oct 2029	Oct 2029	Jul 2029
Last Principal Payment Date	Oct 2029	Oct 2029	Oct 2029	Oct 2029	Jul 2029

421 

Percentages of the Initial Certificate Balance of

the Class C certificates at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Distribution Date	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY
Closing Date	100%	100%	100%	100%	100%
November 10, 2020	100%	100%	100%	100%	100%
November 10, 2021	100%	100%	100%	100%	100%
November 10, 2022	100%	100%	100%	100%	100%
November 10, 2023	100%	100%	100%	100%	100%
November 10, 2024	100%	100%	100%	100%	100%
November 10, 2025	100%	100%	100%	100%	100%
November 10, 2026	100%	100%	100%	100%	100%
November 10, 2027	100%	100%	100%	100%	100%
November 10, 2028	100%	100%	100%	100%	100%
November 10, 2029 and thereafter	0%	0%	0%	0%	0%
Weighted Average Life (in years)	9.92	9.92	9.92	9.92	9.67
First Principal Payment Date	Oct 2029	Oct 2029	Oct 2029	Oct 2029	Jul 2029
Last Principal Payment Date	Oct 2029	Oct 2029	Oct 2029	Oct 2029	Jul 2029

Pre-Tax Yield to Maturity Tables

The following tables indicate the approximate pre-tax yield to maturity on a corporate bond equivalent basis on the Offered Certificates for the specified CPYs based on the assumptions set forth under
“—Weighted Average Life” above. It was further assumed that the purchase price of the Offered Certificates is as specified in the tables below, expressed as a percentage of the initial Certificate Balance or Notional Amount, as applicable, plus accrued interest from November 1, 2019 to the Closing Date.

The yields set forth in the following tables were calculated by determining the monthly discount rates that, when applied to the assumed streams of cash flows to be paid on the applicable class of Offered Certificates, would cause the discounted present value of such assumed stream of cash flows to equal the assumed purchase price of such class, and by converting such monthly rates to semi-annual corporate bond equivalent rates. Such calculations do not take into account shortfalls in collection of interest due to prepayments (or other liquidations) of the Mortgage Loans and AB Whole Loans or the interest rates at which investors may be able to reinvest funds received by them as distributions on the applicable class of certificates (and, accordingly, do not purport to reflect the return on any investment in the applicable class of Offered Certificates when such reinvestment rates are considered).

The characteristics of the Mortgage Loans and AB Whole Loans may differ from those assumed in preparing the tables below. In addition, we cannot assure you that the Mortgage Loans and AB Whole Loans will prepay in accordance with the above assumptions at any of the rates shown in the tables or at any other particular rate, that the cash flows on the applicable class of Offered Certificates will correspond to the cash flows shown in this prospectus or that the aggregate purchase price of such class of Offered Certificates will be as assumed. In addition, it is unlikely that the Mortgage Loans and AB Whole Loans will prepay in accordance with the above assumptions at any of the specified CPYs until maturity or that all the Mortgage Loans and AB Whole Loans will so prepay at the same rate. Timing of changes in the rate of prepayments may significantly affect the actual yield to maturity to investors, even if the average rate of principal prepayments is consistent with the expectations of investors. Investors must make their own decisions as to the appropriate prepayment assumption to be used in deciding whether to purchase any class of Offered Certificates.

For purposes of this prospectus, prepayment assumptions with respect to the Mortgage Loans are presented in terms of the CPY model described under “—Weighted Average Life” above.

422 

Pre-Tax Yield to Maturity (CBE) for the Class A-1 certificates

at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Assumed Price (% of Initial Certificate Balance of Class A-1 certificates)	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY

Pre-Tax Yield to Maturity (CBE) for the Class A-2 certificates

at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Assumed Price (% of Initial Certificate Balance of Class A-2 certificates)	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY

Pre-Tax Yield to Maturity (CBE) for the Class A-3 certificates

at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Assumed Price (% of Initial Certificate Balance of Class A-3 certificates)	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY

423 

Pre-Tax Yield to Maturity (CBE) for the Class A-4 certificates

at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Assumed Price (% of Initial Certificate Balance of Class A-4 certificates)	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY

Pre-Tax Yield to Maturity (CBE) for the Class A-AB certificates

at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Assumed Price (% of Initial Certificate Balance of Class A-AB certificates)	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY

Pre-Tax Yield to Maturity (CBE) for the Class X-A certificates

at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Assumed Price (% of Initial Certificate Balance of Class X-A certificates)	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY

424 

Pre-Tax Yield to Maturity (CBE) for the Class X-B certificates
at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Assumed Price (% of Initial Certificate Balance of Class X-B certificates)	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY

Pre-Tax Yield to Maturity (CBE) for the Class A-S certificates

at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Assumed Price (% of Initial Certificate Balance of Class A-S certificates)	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY

Pre-Tax Yield to Maturity (CBE) for the Class B certificates

at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Assumed Price (% of Initial Certificate Balance of Class B certificates)	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY

425 

Pre-Tax Yield to Maturity (CBE) for the Class C certificates

at the Respective CPYs Set Forth Below:

	Prepayment Assumption (CPY)
Assumed Price (% of Initial Certificate Balance of Class C certificates)	0% CPY	25% CPY	50% CPY	75% CPY	100% CPY

Material Federal Income Tax Considerations

General

The following is a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of the certificates. The discussion below does not purport to address all federal income tax consequences that may be applicable to particular categories of investors (such as banks, insurance companies, securities dealers, foreign persons, investors whose functional currency is not the U.S. dollar, and investors that hold the certificates as part of a “straddle” or “conversion transaction”), some of which may be subject to special rules. The authorities on which this discussion is based are subject to change or differing interpretations, and any such change or interpretation could apply retroactively. This discussion reflects the applicable provisions of the Code (the “REMIC Provisions”), as well as regulations (the “REMIC Regulations”) promulgated by the U.S. Department of the Treasury and the IRS. Investors are encouraged to consult their tax advisors in determining the federal, state, local or any other tax consequences to them of the purchase, ownership and disposition of the certificates.

Two separate real estate mortgage investment conduit (“REMIC”) elections will be made with respect to designated portions of the issuing entity (the “Lower-Tier REMIC” and the “Upper-Tier REMIC”, and, together, the “Trust REMICs”). The Lower-Tier REMIC will hold the Mortgage Loans and certain other assets and will issue (i) certain classes of regular interests as the “regular interests” in the Lower-Tier REMIC (the “Lower-Tier Regular Interests”) to the Upper-Tier REMIC and (ii) an uncertificated interest represented by the Class R certificates as the sole class of “residual interests” in the Lower-Tier REMIC.

The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class X-D, Class E, Class F-RR, Class G-RR and Class H-RR certificates (collectively, the “Regular Interests”), each of which represents a regular interest in the Upper-Tier REMIC and (ii) an uncertificated interest represented by the Class R certificates as the sole class of “residual interests” in the Upper-Tier REMIC.

Qualification as a REMIC requires ongoing compliance with certain conditions. Assuming (i) the making of appropriate elections, (ii) compliance with the PSA and each Co-Lender Agreement, (iii) compliance with the provisions of each Non-Serviced PSA and any amendments thereto and the continued qualification of the REMICs formed under each Non-Serviced PSA and (iv) compliance with any changes in the law, including any amendments to the Code or applicable Treasury regulations thereunder, in the opinion of Cadwalader, Wickersham & Taft LLP, special tax counsel to the depositor, (a) each Trust REMIC will qualify as a REMIC on the Closing Date and thereafter, (b) each of the Lower-Tier Regular Interests will constitute a “regular interest” in the Lower-Tier REMIC, (c) each class of Regular Interests will constitute a “regular interest” in the Upper-Tier REMIC and (d) the Class R certificates will evidence the sole class of “residual interests” in each Trust REMIC.

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Qualification as a REMIC

In order for each Trust REMIC to qualify as a REMIC, there must be ongoing compliance on the part of such Trust REMIC with the requirements set forth in the Code. Each Trust REMIC must fulfill an asset test, which requires that no more than a de minimis portion of the assets of such Trust REMIC, as of the close of the third calendar month beginning after the Closing Date (which for purposes of this discussion is the date of the issuance of the Regular Interests, the “Startup Day”) and at all times thereafter, may consist of assets other than “qualified mortgages” and “permitted investments”. The REMIC Regulations provide a safe harbor pursuant to which the de minimis requirements will be met if at all times the aggregate adjusted basis of the nonqualified assets is less than 1% of the aggregate adjusted basis of all such Trust REMIC’s assets. Each Trust REMIC also must provide “reasonable arrangements” to prevent its residual interest from being held by “disqualified organizations” or their agents and must furnish applicable tax information to transferors or agents that violate this restriction. The PSA will provide that no legal or beneficial interest in the Class R certificates may be transferred or registered unless certain conditions, designed to prevent violation of this restriction, are met. It is expected that each Trust REMIC will qualify as a REMIC at all times that any of the Regular Interests are outstanding.

A qualified mortgage is any obligation that is principally secured by an interest in real property and that is either transferred to a REMIC on the Startup Day or is purchased by a REMIC within a three (3) month period thereafter pursuant to a fixed price contract in effect on the Startup Day. Qualified mortgages include (i) whole mortgage loans or split note interests in such mortgage loans, such as the Mortgage Loans; provided that, in general, (a) the fair market value of the real property security (including buildings and structural components of the real property security and reduced by (1) the amount of any lien on the real property security that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property security that is in parity with the Mortgage Loan) is at least 80% of the aggregate principal balance of such Mortgage Loan either at origination or as of the Startup Day (a loan-to-value ratio of not more than 125% with respect to the real property security) or (b) substantially all the proceeds of the Mortgage Loan or the underlying mortgages were used to acquire, improve or protect an interest in real property that, at the date of origination, was the only security for the Mortgage Loan, and (ii) regular interests in another REMIC, such as the Lower-Tier Regular Interests that will be held by the Upper-Tier REMIC. If a Mortgage Loan was not in fact principally secured by real property or is otherwise not a qualified mortgage, it must be disposed of within 90 days of discovery of such defect, or otherwise ceases to be a qualified mortgage after such 90-day period.

Permitted investments include “cash flow investments”, “qualified reserve assets” and “foreclosure property”. A cash flow investment is an investment, earning a return in the nature of interest, of amounts received on or with respect to qualified mortgages for a temporary period, not exceeding 13 months, until the next scheduled distribution to holders of interests in the REMIC. A qualified reserve asset is any intangible property held for investment that is part of any reasonably required reserve maintained by the REMIC to provide for payments of expenses of the REMIC or amounts due on its regular or residual interests in the event of defaults (including delinquencies) on the qualified mortgages, lower than expected reinvestment returns, Prepayment Interest Shortfalls and certain other contingencies. The Trust REMICs will not hold any qualified reserve assets. Foreclosure property is real property acquired by a REMIC in connection with the default or imminent default of a qualified mortgage and maintained by the REMIC in compliance with applicable rules and personal property that is incidental to such real property; provided that the mortgage loan sellers had no knowledge or reason to know, as of the Startup Day, that such a default had occurred or would occur. Foreclosure property may generally not be held after the close of the third calendar year beginning after the date the issuing entity acquires such property, with one extension that may be granted by the IRS.

A mortgage loan held by a REMIC will fail to be a qualified mortgage if it is “significantly modified” unless default is “reasonably foreseeable” or where the servicer believes there is a “significant risk of default” upon maturity of the mortgage loan or at an earlier date, and that by making such modification the risk of default is substantially reduced. A mortgage loan held by a REMIC will not be considered to have been “significantly modified” following the release of the lien on a portion of the real property collateral if (a) the release is pursuant to a defeasance permitted under the mortgage loan documents that occurs more

427 

than two years after the startup day of the REMIC or (b) following the release the loan-to-value ratio for the mortgage loan is not more than 125% with respect to the real property security. Furthermore, if the release is not pursuant to a defeasance and following the release the loan-to-value ratio for the mortgage loan is greater than 125%, the mortgage loan will continue to be a qualified mortgage if the release is part of a “qualified paydown transaction” in accordance with Revenue Procedure 2010-30.

In addition to the foregoing requirements, the various interests in a REMIC also must meet certain requirements. All of the interests in a REMIC must be either of the following: (i) one or more classes of regular interests or (ii) a single class of residual interests on which distributions, if any, are made pro rata. A regular interest is an interest in a REMIC that is issued on the Startup Day with fixed terms, is designated as a regular interest, and unconditionally entitles the holder to receive a specified principal amount (or other similar amount), and provides that interest payments (or other similar amounts), if any, at or before maturity either are payable based on a fixed rate or a qualified variable rate, or consist of a specified, nonvarying portion of the interest payments on the qualified mortgages. The rate on the specified portion may be a fixed rate, a variable rate, or the difference between one fixed or qualified variable rate and another fixed or qualified variable rate. The specified principal amount of a regular interest that provides for interest payments consisting of a specified, nonvarying portion of interest payments on qualified mortgages may be zero. An interest in a REMIC may be treated as a regular interest even if payments of principal with respect to such interest are subordinated to payments on other regular interests or the residual interest in the REMIC, and are dependent on the absence of defaults or delinquencies on qualified mortgages or permitted investments, lower than reasonably expected returns on permitted investments, expenses incurred by the REMIC or Prepayment Interest Shortfalls. A residual interest is an interest in a REMIC other than a regular interest that is issued on the Startup Day that is designated as a residual interest. Accordingly, each of the Lower-Tier Regular Interests will constitute a class of regular interests in the Lower-Tier REMIC, each class of the Regular Interests will constitute a class of regular interests in the Upper-Tier REMIC, and the Class R certificates will represent the sole class of residual interests in each Trust REMIC.

If an entity fails to comply with one or more of the ongoing requirements of the Code for status as a REMIC during any taxable year, the Code provides that the entity or applicable portion of it will not be treated as a REMIC for such year and thereafter. In this event, any entity with debt obligations with two or more maturities, such as the Trust REMICs, may be treated as a separate association taxable as a corporation under Treasury regulations, and the certificates may be treated as equity interests in such an association. The Code, however, authorizes the Treasury Department to issue regulations that address situations where failure to meet one or more of the requirements for REMIC status occurs inadvertently and in good faith. Investors should be aware, however, that the Conference Committee Report to the Tax Reform Act of 1986 (the “1986 Act”) indicates that the relief may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of a REMIC’s income for the period of time in which the requirements for REMIC status are not satisfied.

Status of Offered Certificates

Offered Certificates held by a real estate investment trust will constitute “real estate assets” within the meaning of Code Section 856(c)(5)(B), and interest (including original issue discount) on the Offered Certificates will be considered “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of Code Section 856(c)(3)(B) in the same proportion that, for both purposes, the assets of the issuing entity would be so treated. For purposes of Code Section 856(c)(5)(B), payments of principal and interest on the Mortgage Loans that are reinvested pending distribution to holders of Regular Interests qualify for such treatment. Offered Certificates held by a domestic building and loan association will be treated as “loans . . . secured by an interest in real property which is . . . residential real property” within the meaning of Code Section 7701(a)(19)(C)(v) or as other assets described in Code Section 7701(a)(19)(C) only to the extent the applicable loans are secured by residential real property. As of the Cut-off Date, nineteen (19) of the Mortgaged Properties (27.1%) securing ten (10) Mortgage Loans are, in whole or in part, multifamily properties. If at all times 95% or more of the assets of the issuing entity qualify for each of the foregoing treatments, the Offered Certificates will qualify for the corresponding status in their entirety. For the purposes of the foregoing determinations, the Trust REMICs will be treated as a

428 

single REMIC. In addition, the Mortgage Loans that have been defeased with government securities will not qualify for such treatment. Offered Certificates will be “qualified mortgages” within the meaning of Code Section 860G(a)(3) for another REMIC. Moreover, Offered Certificates held by certain financial institutions will constitute an “evidence of indebtedness” within the meaning of Code Section 582(c)(1).

Taxation of Regular Interests

General

Each class of Regular Interests represents a regular interest in the Upper-Tier REMIC. The Regular Interests will represent newly originated debt instruments for federal income tax purposes. In general, interest, original issue discount and market discount on a Regular Interest will be treated as ordinary income to the holder of a Regular Interest (a “Regular Interestholder”), and principal payments on a Regular Interest will be treated as a return of capital to the extent of the Regular Interestholder’s basis in the Regular Interest. Regular Interestholders must use the accrual method of accounting with regard to the Regular Interests, regardless of the method of accounting otherwise used by such Regular Interestholders.

Notwithstanding the following, under legislation enacted on December 22, 2017 commonly known as the Tax Cuts and Jobs Act (the “Tax Cuts and Jobs Act”), Regular Interestholders may be required to accrue amounts of OID, yield maintenance charges and other amounts no later than the year they included such amounts as revenue on their applicable financial statements. However, recent proposed Treasury regulations exclude from the application of this rule any item of income for which a taxpayer uses a special method of accounting, including, among other things, income subject to OID timing rules. Prospective investors are urged to consult their tax counsel regarding the potential application of the Tax Cuts and Jobs Act to their particular situation.

Original Issue Discount

Holders of Regular Interests issued with original issue discount generally must include original issue discount in ordinary income for federal income tax purposes as it accrues in accordance with the constant yield method, which takes into account the compounding of interest, in advance of receipt of the cash attributable to such income. The following discussion is based in part on temporary and final Treasury regulations (the “OID Regulations”) under Code Sections 1271 through 1273 and 1275 and in part on the provisions of the 1986 Act. Regular Interestholders should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Regular Interests. To the extent such issues are not addressed in the OID Regulations, the certificate administrator will apply the methodology described in the Conference Committee Report to the 1986 Act. No assurance can be provided that the IRS will not take a different position as to those matters not currently addressed by the OID Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing the IRS to apply or depart from the OID Regulations if necessary or appropriate to ensure a reasonable tax result in light of the applicable statutory provisions. A tax result will not be considered unreasonable under the anti-abuse rule, however, in the absence of a substantial effect on the present value of a taxpayer’s tax liability. Investors are advised to consult their own tax advisors as to the discussion in this prospectus and the appropriate method for reporting interest and original issue discount with respect to the Regular Interests.

Each Regular Interest will be treated as an installment obligation for purposes of determining the original issue discount includible in a Regular Interestholder’s income. The total amount of original issue discount on a Regular Interest is the excess of the “stated redemption price at maturity” of the Regular Interest over its “issue price”. The issue price of a class of Regular Interests is the first price at which a substantial amount of Regular Interests of such class is sold to investors (excluding bond houses, brokers and underwriters). Although unclear under the OID Regulations, the certificate administrator will treat the issue price of Regular Interests for which there is no substantial sale as of the issue date as the fair market value of such Regular Interests as of the issue date. The issue price of the Regular Interests also includes the amount paid by an initial Regular Interestholder for accrued interest that relates to a period prior to the issue date of such class of Regular Interests. The stated redemption price at maturity of a Regular Interest is the sum of all payments provided by the debt instrument other than any qualified stated interest

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payments. Under the OID Regulations, qualified stated interest generally means interest payable at a single fixed rate or a qualified variable rate; provided that such interest payments are unconditionally payable at intervals of one year or less during the entire term of the obligation. Because there is no penalty or default remedy in the case of nonpayment of interest with respect to a Regular Interest, it is possible that no interest on any class of Regular Interests will be treated as qualified stated interest. However, because the Mortgage Loans provide for remedies in the event of default, the certificate administrator will treat all payments of stated interest on the Regular Interests (other than the Class X Certificates) as qualified stated interest (other than accrued interest distributed on the first Distribution Date for the number of days that exceed the interval between the Closing Date and the first Distribution Date). Based upon the anticipated issue price of each such class and a stated redemption price equal to the par amount of each such class, it is anticipated that the Class           certificates will be issued with original issue discount for federal income tax purposes.

It is anticipated that the certificate administrator will treat each class of Class X Certificates as having no qualified stated interest. Accordingly, such classes will be considered to be issued with original issue discount in an amount equal to the excess of all distributions of interest expected to be received on such classes over their respective issue prices (including interest accrued prior to the Closing Date). Any “negative” amounts of original issue discount on such classes attributable to rapid prepayments with respect to the Mortgage Loans will not be deductible currently. The holder of a Class X Certificate may be entitled to a deduction for a loss, which may be a capital loss, to the extent it becomes certain that such holder will not recover a portion of its basis in such class, assuming no further prepayments. In the alternative, it is possible that rules similar to the “noncontingent bond method” of the contingent interest rules of the OID Regulations may be promulgated with respect to such classes. Unless and until required otherwise by applicable authority, it is not anticipated that the contingent interest rules will apply.

Under a de minimis rule, original issue discount on a Regular Interest will be considered to be zero if such original issue discount is less than 0.25% of the stated redemption price at maturity of the Regular Interest multiplied by the weighted average maturity of the Regular Interest. For this purpose, the weighted average maturity of the Regular Interest is computed as the sum of the amounts determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each distribution in reduction of stated redemption price at maturity is scheduled to be made by a fraction, the numerator of which is the amount of each distribution included in the stated redemption price at maturity of the Regular Interest and the denominator of which is the stated redemption price at maturity of the Regular Interest. The Conference Committee Report to the 1986 Act provides that the schedule of such distributions should be determined in accordance with the assumed rate of prepayment on the Mortgage Loans used in pricing the transaction, i.e., the assumption that subsequent to the date of any determination the mortgage loans will prepay at a rate equal to a CPR of 0% (the “Prepayment Assumption”). See “Yield, Prepayment and Maturity Considerations—Weighted Average Life”. Holders generally must report de minimis original issue discount pro rata as principal payments are received, and such income will be capital gain if the Regular Interest is held as a capital asset. Under the OID Regulations, however, Regular Interestholders may elect to accrue all de minimis original issue discount, as well as market discount and premium, under the constant yield method. See “—Election To Treat All Interest Under the Constant Yield Method” below. It is anticipated that the Class           certificates will be issued with de minimis original issue discount for federal income tax purposes.

A holder of a Regular Interest issued with original issue discount generally must include in gross income for any taxable year the sum of the “daily portions”, as defined below, of the original issue discount on the Regular Interest accrued during an accrual period for each day on which it holds the Regular Interest, including the date of purchase but excluding the date of disposition. With respect to each such Regular Interest, a calculation will be made of the original issue discount that accrues during each successive full accrual period that ends on the day prior to each Distribution Date with respect to the Regular Interests, assuming that prepayments and extensions with respect to the Mortgage Loans will be made in accordance with the Prepayment Assumption. The original issue discount accruing in a full accrual period will be the excess, if any, of (i) the sum of (a) the present value of all of the remaining distributions to be made on the Regular Interest as of the end of that accrual period and (b) the distributions made on the Regular Interest during the accrual period that are included in the Regular Interest’s stated redemption price at maturity, over

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(ii) the adjusted issue price of the Regular Interest at the beginning of the accrual period. The present value of the remaining distributions referred to in the preceding sentence is calculated based on (i) the yield to maturity of the Regular Interest as of the Startup Day, (ii) events (including actual prepayments) that have occurred prior to the end of the accrual period, and (iii) the assumption that the remaining payments will be made in accordance with the original Prepayment Assumption. For these purposes, the adjusted issue price of a Regular Interest at the beginning of any accrual period equals the issue price of the Regular Interest, increased by the aggregate amount of original issue discount with respect to the Regular Interest that accrued in all prior accrual periods and reduced by the amount of distributions included in the Regular Interest’s stated redemption price at maturity that were made on the Regular Interest that were attributable to such prior periods. The original issue discount accruing during any accrual period (as determined in this paragraph) will then be divided by the number of days in the period to determine the daily portion of original issue discount for each day in the period.

Under the method described above, the daily portions of original issue discount required to be included as ordinary income by a Regular Interestholder (other than a holder of a Class X Certificate) generally will increase to take into account prepayments on the Regular Interests as a result of prepayments on the Mortgage Loans that exceed the Prepayment Assumption, and generally will decrease (but not below zero for any period) if the prepayments are slower than the Prepayment Assumption. Due to the unique nature of interest-only certificates, the preceding sentence may not apply in the case of the Class X Certificates.

Acquisition Premium

A purchaser of a Regular Interest at a price greater than its adjusted issue price and less than its remaining stated redemption price at maturity will be required to include in gross income the daily portions of the original issue discount on the Regular Interest reduced pro rata by a fraction, the numerator of which is the excess of its purchase price over such adjusted issue price and the denominator of which is the excess of the remaining stated redemption price at maturity over the adjusted issue price. Alternatively, such a purchaser may elect to treat all such acquisition premium under the constant yield method, as described under the heading “—Election To Treat All Interest Under the Constant Yield Method” below.

Market Discount

A purchaser of a Regular Interest also may be subject to the market discount rules of Code Sections 1276 through 1278. Under these Code sections and the principles applied by the OID Regulations in the context of original issue discount, “market discount” is the amount by which the purchaser’s original basis in the Regular Interest (i) is exceeded by the remaining outstanding principal payments and non-qualified stated interest payments due on the Regular Interest, or (ii) in the case of a Regular Interest having original issue discount, is exceeded by the adjusted issue price of such Regular Interest at the time of purchase. Such purchaser generally will be required to recognize ordinary income to the extent of accrued market discount on such Regular Interest as distributions includible in its stated redemption price at maturity are received, in an amount not exceeding any such distribution. Such market discount would accrue in a manner to be provided in Treasury regulations and should take into account the Prepayment Assumption. The Conference Committee Report to the 1986 Act provides that until such regulations are issued, such market discount would accrue, at the election of the holder, either (i) on the basis of a constant interest rate or (ii) in the ratio of interest accrued for the relevant period to the sum of the interest accrued for such period plus the remaining interest after the end of such period, or, in the case of classes issued with original issue discount, in the ratio of original issue discount accrued for the relevant period to the sum of the original issue discount accrued for such period plus the remaining original issue discount after the end of such period. Such purchaser also generally will be required to treat a portion of any gain on a sale or exchange of the Regular Interest as ordinary income to the extent of the market discount accrued to the date of disposition under one of the foregoing methods, less any accrued market discount previously reported as ordinary income as partial distributions in reduction of the stated redemption price at maturity were received. Such purchaser will be required to defer deduction of a portion of the excess of the interest paid or accrued on indebtedness incurred to purchase or carry the Regular Interest over the interest (including original issue discount) distributable on the Regular Interest. The deferred portion of such interest expense in any taxable year generally will not exceed the accrued market discount on the Regular Interest for such year. Any such

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deferred interest expense is, in general, allowed as a deduction not later than the year in which the related market discount income is recognized or the Regular Interest is disposed of. As an alternative to the inclusion of market discount in income on the foregoing basis, the Regular Interestholder may elect to include market discount in income currently as it accrues on all market discount instruments acquired by such Regular Interestholder in that taxable year or thereafter, in which case the interest deferral rule will not apply. See “—Election To Treat All Interest Under the Constant Yield Method” below regarding making the election under Code Section 1276 and an alternative manner in which such election may be deemed to be made.

Market discount with respect to a Regular Interest will be considered to be zero if such market discount is less than 0.25% of the remaining stated redemption price at maturity of such Regular Interest multiplied by the weighted average maturity of the Regular Interest remaining after the date of purchase. For this purpose, the weighted average maturity is determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each distribution in reduction of stated redemption price at maturity is scheduled to be made by a fraction, the numerator of which is the amount of each such distribution included in the stated redemption price at maturity of the Regular Interest and the denominator of which is the total stated redemption price at maturity of the Regular Interest. It appears that de minimis market discount would be reported pro rata as principal payments are received. Treasury regulations implementing the market discount rules have not yet been proposed, and investors should therefore consult their own tax advisors regarding the application of these rules as well as the advisability of making any of the elections with respect to such rules. Investors should also consult Revenue Procedure 92-67 concerning the elections to include market discount in income currently and to accrue market discount on the basis of the constant yield method.

Premium

A Regular Interest purchased upon initial issuance or in the secondary market at a cost greater than its remaining stated redemption price at maturity generally is considered to be purchased at a premium. If the Regular Interestholder holds such Regular Interest as a “capital asset” within the meaning of Code Section 1221, the Regular Interestholder may elect under Code Section 171 to amortize such premium under the constant yield method. See “—Election To Treat All Interest Under the Constant Yield Method” below regarding making the election under Code Section 171 and an alternative manner in which the Code Section 171 election may be deemed to be made. Final Treasury regulations under Code Section 171 do not, by their terms, apply to prepayable obligations such as the Regular Interests. The Conference Committee Report to the 1986 Act indicates a Congressional intent that the same rules that will apply to the accrual of market discount on installment obligations will also apply to amortizing bond premium under Code Section 171 on installment obligations such as the Regular Interests, although it is unclear whether the alternatives to the constant interest method described above under “—Market Discount” are available. Amortizable bond premium will be treated as an offset to interest income on a Regular Interest rather than as a separate deduction item. It is anticipated that the Class           certificates will be issued at a premium for federal income tax purposes.

Election To Treat All Interest Under the Constant Yield Method

A holder of a debt instrument such as a Regular Interest may elect to treat all interest that accrues on the instrument using the constant yield method, with none of the interest being treated as qualified stated interest. For purposes of applying the constant yield method to a debt instrument subject to such an election, (i) “interest” includes stated interest, original issue discount, de minimis original issue discount, market discount and de minimis market discount, as adjusted by any amortizable bond premium or acquisition premium and (ii) the debt instrument is treated as if the instrument were issued on the holder’s acquisition date in the amount of the holder’s adjusted basis immediately after acquisition. It is unclear whether, for this purpose, the initial Prepayment Assumption would continue to apply or if a new prepayment assumption as of the date of the holder’s acquisition would apply. A holder generally may make such an election on an instrument by instrument basis or for a class or group of debt instruments. However, if the holder makes such an election with respect to a debt instrument with amortizable bond premium or with market discount, the holder is deemed to have made elections to amortize bond premium or to report

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market discount income currently as it accrues under the constant yield method, respectively, for all taxable premium bonds held or acquired or market discount bonds acquired by the holder on the first day of the year of the election or thereafter. The election is made on the holder’s federal income tax return for the year in which the debt instrument is acquired and is irrevocable except with the approval of the IRS. Investors are encouraged to consult their tax advisors regarding the advisability of making such an election.

Treatment of Losses

Holders of the Regular Interests will be required to report income with respect to the Regular Interests on the accrual method of accounting, without giving effect to delays or reductions in distributions attributable to defaults or delinquencies on the Mortgage Loans except to the extent it can be established that such losses are uncollectible. Accordingly, a Regular Interestholder may have income, or may incur a diminution in cash flow as a result of a default or delinquency, but may not be able to take a deduction (subject to the discussion below) for the corresponding loss until a subsequent taxable year. In this regard, investors are cautioned that while they generally may cease to accrue interest income if it reasonably appears that the interest will be uncollectible, the IRS may take the position that original issue discount must continue to be accrued in spite of its uncollectibility until the debt instrument is disposed of in a taxable transaction or becomes worthless in accordance with the rules of Code Section 166. The following discussion does not apply to holders of interest-only Regular Interests. Under Code Section 166, it appears that the holders of Regular Interests that are corporations or that otherwise hold the Regular Interests in connection with a trade or business should in general be allowed to deduct as an ordinary loss any such loss sustained (and not previously deducted) during the taxable year on account of any such Regular Interests becoming wholly or partially worthless, and that, in general, the Regular Interestholders that are not corporations and do not hold the Regular Interests in connection with a trade or business will be allowed to deduct as a short term capital loss any loss with respect to principal sustained during the taxable year on account of such Regular Interests becoming wholly worthless. Although the matter is not free from doubt, such non-corporate holders of Regular Interests should be allowed a bad debt deduction at such time as the principal balance of any class of such Regular Interests is reduced to reflect losses on the Mortgage Loans below such holder’s basis in the Regular Interests. The IRS, however, could take the position that non-corporate holders will be allowed a bad debt deduction to reflect such losses only after the classes of Regular Interests have been otherwise retired. The IRS could also assert that losses on a class of Regular Interests are deductible based on some other method that may defer such deductions for all holders, such as reducing future cash flow for purposes of computing original issue discount. This may have the effect of creating “negative” original issue discount that, with the possible exception of the method discussed in the following sentence, would be deductible only against future positive original issue discount or otherwise upon termination of the applicable class. Although not free from doubt, a holder of Regular Interests with negative original issue discount may be entitled to deduct a loss to the extent that its remaining basis would exceed the maximum amount of future payments to which such holder was entitled, assuming no further prepayments. No bad debt losses will be allowed with respect to the Class X Certificates. Regular Interestholders are urged to consult their own tax advisors regarding the appropriate timing, amount and character of any loss sustained with respect to such Regular Interests. Special loss rules are applicable to banks and thrift institutions, including rules regarding reserves for bad debts. Such taxpayers are advised to consult their tax advisors regarding the treatment of losses on the Regular Interests.

Yield Maintenance Charge and Prepayment Premiums

Yield maintenance charges and prepayment premiums actually collected on the Mortgage Loans will be distributed to the certificates as described in “Description of the Certificates—Allocation of Yield Maintenance Charges and Prepayment Premiums”. It is not entirely clear under the Code when the amount of prepayment premiums or yield maintenance charges so allocated should be taxed to the holder of an Offered Certificate, but it is not expected, for federal income tax reporting purposes, that prepayment premiums and yield maintenance charges will be treated as giving rise to any income to the holder of an Offered Certificate prior to the master servicer’s actual receipt of a prepayment premium or yield maintenance charge. Prepayment premiums and yield maintenance charges, if any, may be treated as paid upon the retirement or partial retirement of a Certificate. The IRS may disagree with these positions.

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Certificateholders should consult their own tax advisors concerning the treatment of prepayment premiums and yield maintenance charges.

Sale or Exchange of Regular Interests

If a Regular Interestholder sells or exchanges a Regular Interest, such Regular Interestholder will recognize gain or loss equal to the difference, if any, between the amount received and its adjusted basis in the Regular Interest. The adjusted basis of a Regular Interest generally will equal the cost of the Regular Interest to the seller, increased by any original issue discount, market discount or other amounts previously included in the seller’s gross income with respect to the Regular Interest and reduced by amounts included in the stated redemption price at maturity of the Regular Interest that were previously received by the seller, by any amortized premium, and by any deductible losses on the Regular Interest.

Except as described above with respect to market discount, and except as provided in this paragraph, any gain or loss on the sale or exchange of a Regular Interest realized by an investor that holds the Regular Interest as a capital asset will be capital gain or loss and will be long term or short term depending on whether the Regular Interest has been held for the long term capital gain holding period (more than one year). Such gain will be treated as ordinary income: (i) if the Regular Interest is held as part of a “conversion transaction” as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Regular Interestholder’s net investment in the conversion transaction at 120% of the appropriate applicable federal rate under Code Section 1274(d) in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior disposition of property that was held as part of such transaction; (ii) in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary income rates; or (iii) to the extent that such gain does not exceed the excess, if any, of (a) the amount that would have been includible in the gross income of the Regular Interestholder if his yield on such Regular Interest were 110% of the applicable federal rate as of the date of purchase, over (b) the amount of income actually includible in the gross income of such Regular Interestholder with respect to the Regular Interest. In addition, gain or loss recognized from the sale or exchange of a Regular Interest by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c). Long-term capital gains of certain non-corporate taxpayers generally are subject to a lower maximum tax rate than ordinary income of such taxpayers for property held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains.

Taxes That May Be Imposed on a REMIC

Prohibited Transactions

Income from certain transactions by each Trust REMIC, called prohibited transactions, will not be part of the calculation of income or loss includible in the federal income tax returns of residual holders, but rather will be taxed directly to the Trust REMIC at a 100% rate. Prohibited transactions generally include (i) the disposition of a qualified mortgage other than for (a) substitution within two years of the Startup Day for a defective (including a defaulted) obligation (or repurchase in lieu of substitution of a defective (including a defaulted) obligation at any time) or for any qualified mortgage within three months of the Startup Day, (b) foreclosure, default or imminent default of a qualified mortgage, (c) bankruptcy or insolvency of the REMIC, or (d) a qualified (complete) liquidation, (ii) the receipt of income from assets that are not the type of mortgages or investments that the REMIC is permitted to hold, (iii) the receipt of compensation for services or (iv) the receipt of gain from disposition of cash flow investments other than pursuant to a qualified liquidation. Notwithstanding (i) and (iv), it is not a prohibited transaction to sell REMIC property to prevent a default on regular interests as a result of a default on qualified mortgages or to facilitate a qualified liquidation or a clean-up call. The REMIC Regulations indicate that the modification of a mortgage loan generally will not be treated as a disposition if it is occasioned by a default or reasonably foreseeable default, an assumption of a mortgage loan or the waiver of a “due-on-sale” or “due-on-encumbrance” clause. It is not anticipated that the Trust REMICs will engage in any prohibited transactions.

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Contributions to a REMIC After the Startup Day

In general, a REMIC will be subject to a tax at a 100% rate on the value of any property contributed to the REMIC after the Startup Day. Exceptions are provided for cash contributions to the REMIC (i) during the three months following the Startup Day, (ii) made to a qualified reserve fund by a holder of a Class R certificate, (iii) in the nature of a guarantee, (iv) made to facilitate a qualified liquidation or clean-up call, and (v) as otherwise permitted in Treasury regulations yet to be issued. It is not anticipated that there will be any taxable contributions to the Trust REMICs.

Net Income from Foreclosure Property

The Lower-Tier REMIC will be subject to federal income tax at the corporate rate on “net income from foreclosure property”, determined by reference to the rules applicable to real estate investment trusts. Generally, property acquired by foreclosure or deed-in-lieu of foreclosure would be treated as “foreclosure property” until the close of the third calendar year beginning after the Lower-Tier REMIC’s acquisition of a REO Property, as applicable, with a possible extension. Net income from foreclosure property generally means gain from the sale of a foreclosure property that is inventory property and gross income from foreclosure property other than qualifying rents and other qualifying income for a real estate investment trust.

In order for a foreclosed property to qualify as foreclosure property, any operation of the foreclosed property by the Lower-Tier REMIC generally must be conducted through an independent contractor. Further, such operation, even if conducted through an independent contractor, may give rise to “net income from foreclosure property”, taxable at the corporate rate. Payment of such tax by the Lower-Tier REMIC would reduce amounts available for distribution to Certificateholders.

The special servicer will be required to determine generally whether the operation of foreclosed property in a manner that would subject the Lower-Tier REMIC to such tax would be expected to result in higher after-tax proceeds than an alternative method of operating such property that would not subject the Lower-Tier REMIC to such tax.

Bipartisan Budget Act of 2015

The Bipartisan Budget Act of 2015 (the “2015 Budget Act”), which was enacted on November 2, 2015, includes audit rules affecting entities treated as partnerships, their partners and the persons that are authorized to represent entities treated as partnerships in IRS audits and related procedures. Under the 2015 Budget Act, these rules also apply to REMICs, the holders of their residual interests and the trustees authorized to represent REMICs in IRS audits and related procedures.

In addition to other changes, under the 2015 Budget Act, (1) unless a REMIC elects otherwise, taxes arising from IRS audit adjustments are required to be paid by the REMIC rather than by its residual interest holders, (2) a REMIC appoints one person to act as its sole representative in connection with IRS audits and related procedures and that representative’s actions, including agreeing to adjustments to REMIC taxable income, will be binding on residual interest holders more so than representative’s actions under the rules that were in place for taxable years before 2018 and (3) if the IRS makes an adjustment to a REMIC’s taxable year, the holders of residual interests for the audited taxable year may have to take the adjustment into account for the taxable year in which the adjustment is made rather than for the audited taxable year.

The certificate administrator will have the authority to utilize, and will be directed to utilize, any elections available under these provisions (including any changes) and IRS regulations so that holders of Class R certificates, to the fullest extent possible, rather than each Trust REMIC itself, will be liable for any taxes arising from audit adjustments to each Trust REMIC’s taxable income. It is unclear how any such elections may affect the procedural rules available to challenge any audit adjustment that would otherwise be available in the absence of any such elections. Investors should discuss with their own tax advisors the possible effect of these rules on them.

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Taxation of Certain Foreign Investors

Interest, including original issue discount, distributable to the Regular Interestholders that are nonresident aliens, foreign corporations or other Non-U.S. Tax Persons will be considered “portfolio interest” and, therefore, generally will not be subject to a 30% United States withholding tax; provided that such Non-U.S. Tax Person (i) is not a “10 percent shareholder” within the meaning of Code Section 871(h)(3)(B) or a controlled foreign corporation described in Code Section 881(c)(3)(C) with respect to the Trust REMICs and (ii) provides the certificate administrator, or the person that would otherwise be required to withhold tax from such distributions under Code Section 1441 or 1442, with an appropriate statement, signed under penalties of perjury, identifying the beneficial owner and stating, among other things, that the beneficial owner of the Regular Interest is a Non-U.S. Tax Person. The appropriate documentation includes IRS Form W-8BEN-E or W-8BEN, if the Non-U.S. Tax Person is an entity (such as a corporation) or individual, respectively, eligible for the benefits of the portfolio interest exemption or an exemption based on a treaty; IRS Form W-8ECI if the Non-U.S. Tax Person is eligible for an exemption on the basis of its income from the Regular Interest being effectively connected to a United States trade or business; IRS Form W-8BEN-E or W-8IMY if the Non-U.S. Tax Person is a trust, depending on whether such trust is classified as the beneficial owner of the Regular Interest; and Form W-8IMY, with supporting documentation as specified in the Treasury regulations, required to substantiate exemptions from withholding on behalf of its partners, if the Non-U.S. Tax Person is a partnership. With respect to IRS Forms W-8BEN, W-8BEN-E, W-8IMY and W-8ECI, each (other than IRS Form W-8IMY) expires after three full calendar years or as otherwise provided by applicable law. An intermediary (other than a partnership) must provide IRS Form W-8IMY, revealing all required information, including its name, address, taxpayer identification number, the country under the laws of which it is created, and certification that it is not acting for its own account. A “qualified intermediary” must certify that it has provided, or will provide, a withholding statement as required under Treasury regulations Section 1.1441-1(e)(5)(v), but need not disclose the identity of its account holders on its IRS Form W-8IMY, and may certify its account holders’ status without including each beneficial owner’s certification. A “non-qualified intermediary” must additionally certify that it has provided, or will provide, a withholding statement that is associated with the appropriate IRS Forms W-8 and W-9 required to substantiate exemptions from withholding on behalf of its beneficial owners. The term “intermediary” means a person acting as a custodian, a broker, nominee or otherwise as an agent for the beneficial owner of a Regular Interest. A “qualified intermediary” is generally a foreign financial institution or clearing organization or a non-U.S. branch or office of a U.S. financial institution or clearing organization that is a party to a withholding agreement with the IRS.

If such statement, or any other required statement, is not provided, 30% withholding will apply unless reduced or eliminated pursuant to an applicable tax treaty or unless the interest on the Regular Interest is effectively connected with the conduct of a trade or business within the United States by such Non-U.S. Tax Person. In the latter case, such Non-U.S. Tax Person will be subject to United States federal income tax at regular rates. Investors that are Non-U.S. Tax Persons should consult their own tax advisors regarding the specific tax consequences to them of owning a Regular Interest.

A “Non-U.S. Tax Person” is a person other than a U.S. Tax Person.

A “U.S. Tax Person” is a citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury regulations) or other entity created or organized in, or under the laws of, the United States, any state of the United States or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).

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FATCA

Under the “Foreign Account Tax Compliance Act” (“FATCA”) provisions of the Hiring Incentives to Restore Employment Act, a 30% withholding tax is generally imposed on certain payments, including U.S.-source interest to “foreign financial institutions” and certain other foreign financial entities if those foreign entities fail to comply with the requirements of FATCA. The certificate administrator will be required to withhold amounts under FATCA on payments made to holders who are subject to the FATCA requirements and who fail to provide the certificate administrator with proof that they have complied with such requirements. Prospective investors should consult their tax advisors regarding the applicability of FATCA to their certificates.

Backup Withholding

Distributions made on the certificates, and proceeds from the sale of the certificates to or through certain brokers, may be subject to a “backup” withholding tax under Code Section 3406 on “reportable payments” (including interest distributions, original issue discount and, under certain circumstances, principal distributions) unless the Certificateholder is a U.S. Tax Person and provides IRS Form W-9 with the correct taxpayer identification number; in the case of the Regular Interests, is a Non-U.S. Tax Person and provides IRS Form W-8BEN or W-8BEN-E, as applicable, identifying the Non-U.S. Tax Person and stating that the beneficial owner is not a U.S. Tax Person; or can be treated as an exempt recipient within the meaning of Treasury regulations Section 1.6049-4(c)(1)(ii). Any amounts to be withheld from distribution on the certificates would be refunded by the IRS or allowed as a credit against the Certificateholder’s federal income tax liability. Information reporting requirements may also apply regardless of whether withholding is required. Holders are urged to contact their own tax advisors regarding the application to them of backup withholding and information reporting.

Information Reporting

Holders who are individuals (and certain domestic entities that are formed or availed of for purposes of holding, directly or indirectly, “specified foreign financial assets”) may be subject to certain foreign financial asset reporting obligations with respect to their certificates held through a financial account maintained by a foreign financial institution if the aggregate value of their certificates and their other “specified foreign financial assets” exceeds $50,000. Significant penalties can apply if a holder fails to disclose its specified foreign financial assets. We urge you to consult your tax advisor with respect to this and other reporting obligations with respect to your certificates.

3.8% Medicare Tax on “Net Investment Income”

Certain non-corporate U.S. holders will be subject to an additional 3.8% tax on all or a portion of their “net investment income”, which may include the interest payments and any gain realized with respect to the certificates, to the extent of their net investment income that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), or $125,000 for a married individual filing a separate return. The 3.8% Medicare tax is determined in a different manner than the regular income tax. U.S. holders should consult their tax advisors with respect to their consequences with respect to the 3.8% Medicare tax.

Reporting Requirements

Each Trust REMIC will be required to maintain its books on a calendar year basis and to file federal income tax returns in a manner similar to a partnership. The form for such returns is IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return. The trustee will be required to sign each Trust REMIC’s returns.

Reports of accrued interest, original issue discount, if any, and information necessary to compute the accrual of any market discount on the Regular Interests will be made annually to the IRS and to individuals, estates, non-exempt and non-charitable trusts, and partnerships that are either Regular Interestholders or

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beneficial owners that own Regular Interests through a broker or middleman as nominee. All brokers, nominees and all other nonexempt Regular Interestholders (including corporations, non-calendar year taxpayers, securities or commodities dealers, placement agents, real estate investment trusts, investment companies, common trusts, thrift institutions and charitable trusts) may request such information for any calendar quarter by telephone or in writing by contacting the person designated in IRS Publication 938 with respect to the REMIC. Holders through nominees must request such information from the nominee.

These regulations also require that the certificate administrator make available information regarding interest income and information necessary to compute any original issue discount to (i) exempt recipients (including middlemen) and non-calendar year taxpayers, upon request, in accordance with the requirements of the regulations and (ii) Certificateholders who do not hold their certificates through a middleman. The information must be provided to parties specified in clause (i) on or before the later of the 30th day after the close of the calendar year to which the request relates and 14 days after the receipt of the request. The information must be provided to parties specified in clause (ii) on or before March 15 of the calendar year for which the statement is being furnished.

DUE TO THE COMPLEXITY OF THESE RULES AND THE CURRENT UNCERTAINTY AS TO THE MANNER OF THEIR APPLICATION TO THE ISSUING ENTITY AND CERTIFICATEHOLDERS, IT IS PARTICULARLY IMPORTANT THAT POTENTIAL INVESTORS CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX TREATMENT OF THEIR ACQUISITION, OWNERSHIP AND DISPOSITION OF THE CERTIFICATES.

Certain State and Local and Foreign Tax Considerations

In addition to the federal income tax consequences described in “Material Federal Income Tax Considerations” above, purchasers of Offered Certificates should consider the state and local and foreign income tax consequences of the acquisition, ownership, and disposition of the Offered Certificates. State and local and foreign income tax law may differ substantially from the corresponding federal law, and this discussion does not purport to describe any aspect of the income tax laws of any state, locality or foreign jurisdiction.

It is possible that one or more jurisdictions may attempt to tax nonresident holders of Offered Certificates solely by reason of the location in that jurisdiction of the depositor, the trustee, the certificate administrator, a sponsor, a related borrower or a mortgaged property or on some other basis, may require nonresident holders of certificates to file returns in such jurisdiction or may attempt to impose penalties for failure to file such returns; and it is possible that any such jurisdiction will ultimately succeed in collecting such taxes or penalties from nonresident holders of Offered Certificates. We cannot assure you that holders of Offered Certificates will not be subject to tax in any particular state, local, foreign or other taxing jurisdiction.

You should consult with your tax advisor with respect to the various state, local and foreign, and any other, tax consequences of an investment in the Offered Certificates.

Method of Distribution (Conflicts of Interest)

Subject to the terms and conditions set forth in an underwriting agreement (the “Underwriting Agreement”), among the depositor and the underwriters, the depositor has agreed to sell to the underwriters, and the underwriters have severally, but not jointly, agreed to purchase from the depositor the respective Certificate Balance or the Notional Amount, as applicable, of each class of Offered Certificates set forth below subject in each case to a variance of 5%.

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Class	Goldman Sachs & Co. LLC	Drexel Hamilton, LLC
Class A-1	$	$
Class A-2	$	$
Class A-3	$	$
Class A-4	$	$
Class A-AB	$	$
Class X-A	$	$
Class X-B	$	$
Class A-S	$	$
Class B	$	$
Class C	$	$

The Underwriting Agreement provides that the obligations of the underwriters will be subject to certain conditions precedent and that the underwriters will be obligated to purchase all Offered Certificates if any are purchased. In the event of a default by any underwriter, the Underwriting Agreement provides that, in certain circumstances, purchase commitments of the non-defaulting underwriter(s) may be increased or the Underwriting Agreement may be terminated.

The parties to the PSA have severally agreed to indemnify the underwriters, and the underwriters have agreed to indemnify the depositor and controlling persons of the depositor, against certain liabilities, including liabilities under the Securities Act, and have agreed, if required, to contribute to payments required to be made in respect of these liabilities.

The depositor has been advised by the underwriters that they propose to offer the Offered Certificates to the public from time to time in one or more negotiated transactions, or otherwise, at varying prices to be determined at the time of sale. Proceeds to the depositor from the sale of Offered Certificates will be approximately [__]% of the initial aggregate Certificate Balance of the Offered Certificates, plus accrued interest on the Offered Certificates from November 1, 2019, before deducting expenses payable by the depositor. The underwriters may effect the transactions by selling the Offered Certificates to or through dealers, and the dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the underwriters. In connection with the purchase and sale of the Offered Certificates, the underwriters and dealers may be deemed to have received compensation from the depositor in the form of underwriting discounts and commissions.

Expenses payable by the depositor are estimated at approximately $[__], excluding underwriting discounts and commissions.

We anticipate that the Offered Certificates will be sold primarily to institutional investors. Purchasers of Offered Certificates, including dealers, may, depending on the facts and circumstances of those purchases, be deemed to be “underwriters” within the meaning of the Securities Act in connection with reoffers and resales by them of Offered Certificates. If you purchase Offered Certificates, you should consult with your legal advisors in this regard prior to any reoffer or resale. The underwriters expect to make, but are not obligated to make, a secondary market in the Offered Certificates. See “Risk Factors—Other Risks Relating to the Certificates—The Certificates May Have Limited Liquidity and the Market Value of the Certificates May Decline”.

The primary source of ongoing information available to investors concerning the Offered Certificates will be the monthly statements discussed under “Description of the Certificates—Reports to Certificateholders; Certain Available Information”. We cannot assure you that any additional information regarding the Offered Certificates will be available through any other source. In addition, we are not aware of any source through which price information about the Offered Certificates will be generally available on an ongoing basis. The limited nature of that information regarding the Offered Certificates may adversely affect the liquidity of the Offered Certificates, even if a secondary market for the Offered Certificates becomes available.

GS Bank currently holds two 19100 Ridgewood Pari Passu Companion Loans, two Grand Canal Shoppes Pari Passu Companion Loans, five USAA Office Portfolio Pari Passu Companion Loans and four

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Millennium Park Plaza Pari Passu Companion Loans. However, GS Bank intends to sell such Companion Loans in connection with future securitizations.

A substantial portion of the net proceeds of this offering (after the payment of underwriting compensation and transaction expenses) is intended to be directed to affiliates of Goldman Sachs & Co. LLC, which is an underwriter for this offering. That flow of funds will occur by means of the collective effect of the payment by the underwriters to the depositor, an affiliate of Goldman Sachs & Co. LLC, of the purchase price for the Offered Certificates, and the payment by the depositor to GSMC, an affiliate of Goldman Sachs & Co. LLC, in its capacity as a sponsor, of the purchase price for the mortgage loans to be sold to the depositor by GSMC. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers”.

As a result of the circumstances described above in this paragraph and the prior paragraph, Goldman Sachs & Co. LLC has a “conflict of interest” within the meaning of Rule 5121 of the consolidated rules of The Financial Industry Regulatory Authority, Inc. In addition, other circumstances exist that result in the underwriters or their affiliates having conflicts of interest, notwithstanding that such circumstances may not constitute a “conflict of interest” within the meaning of such Rule 5121. See “Risk Factors—Risks Related to Conflicts of Interest—Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests”.

Incorporation of Certain Information by Reference

All reports filed or caused to be filed by the depositor with respect to the issuing entity before the termination of this offering pursuant to Section 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended, that relate to the Offered Certificates (other than Annual Reports on Form 10-K) will be deemed to be incorporated by reference into this prospectus, except that if a Non-Serviced PSA is entered into after termination of this offering, any Current Report on Form 8-K filed after termination of this offering that includes as an exhibit such Non-Serviced PSA will be deemed to be incorporated by reference into this prospectus.

In addition, the disclosures filed as exhibits to the most recent Form ABS-EE filed on or prior to the date of the filing of this prospectus by or on behalf of the depositor with respect to the issuing entity (file number 333-226082-05) – in accordance with Item 601(b)(102) and Item 601(b)(103) of Regulation S-K (17 C.F.R. 601(b)(102) and 601(b)(103)) – are hereby incorporated by reference into this prospectus.

The depositor will provide or cause to be provided without charge to each person to whom this prospectus is delivered in connection with this offering (including beneficial owners of the Offered Certificates), upon written or oral request of that person, a copy of any or all documents or reports incorporated in this prospectus by reference, in each case to the extent the documents or reports relate to the Offered Certificates, other than the exhibits to those documents (unless the exhibits are specifically incorporated by reference in those documents). Requests to the depositor should be directed in writing to its principal executive offices at 200 West Street, New York, New York 10282, Attention: Leah Nivison, or by telephone at (212) 902-1000.

Where You Can Find More Information

The depositor has filed a Registration Statement on Form SF-3 (SEC File No. 333-226082) (the “Registration Statement”) relating to multiple series of CMBS, including the Offered Certificates, with the SEC. This prospectus will form a part of the Registration Statement, but the Registration Statement includes additional information. Copies of the Registration Statement and other materials filed with or furnished to the SEC, including Distribution Reports on Form 10-D, Annual Reports on Form 10-K, Current Reports on Form 8-K, Forms ABS-15G, and any amendments to these reports may be accessed electronically at “http://www.sec.gov” at which you can view and download copies of reports, proxy and information statements and other information filed or furnished electronically through the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system.

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The depositor has met the registrant requirements of Section I.A.1. of the General Instructions to the Registration Statement.

Copies of all reports of the issuing entity on Forms 10-D, 10-K, 8-K and ABS-EE will also be made available on the website of the certificate administrator as soon as reasonably practicable after these materials are electronically filed with or furnished to the SEC through the EDGAR system.

Financial Information

The issuing entity will be newly formed and will not have engaged in any business activities or have any assets or obligations prior to the issuance of the Offered Certificates. Accordingly, no financial statements with respect to the issuing entity are included in this prospectus.

The depositor has determined that its financial statements will not be material to the offering of the Offered Certificates.

Certain ERISA Considerations

General

The Employee Retirement Income Security Act of 1974, as amended, (“ERISA”), and Code Section 4975 impose certain requirements on retirement plans, and on certain other employee benefit plans and arrangements, including individual retirement accounts and annuities, Keogh plans, collective investment funds, insurance company separate accounts and some insurance company general accounts in which those plans, accounts or arrangements are invested that are subject to the fiduciary responsibility provisions of ERISA or to Code Section 4975 (all of which are referred to as “Plans”), and on persons who are fiduciaries with respect to Plans, in connection with the investment of Plan assets. Certain employee benefit plans, such as governmental plans (as defined in ERISA Section 3(32)), and, if no election has been made under Code Section 410(d), church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements. However, those plans may be subject to the provisions of other applicable federal, state or local law (“Similar Law”) materially similar to the foregoing provisions of ERISA or the Code. Moreover, those plans, if qualified and exempt from taxation under Code Sections 401(a) and 501(a), are subject to the prohibited transaction rules set forth in Code Section 503.

With respect to the Grand Canal Shoppes Mortgage Loan (2.9%), a group of certain Dutch pension plans, including Stichting Pensioenfonds ABP, collectively own approximately 24.5% of indirect equity in the borrowers. Persons who have an ongoing relationship with Stichting Pensioenfonds ABP or Dutch pension funds should consult with counsel regarding whether such relationship would affect their ability to purchase and hold any Offered Certificates.

ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan. In addition, ERISA and the Code prohibit a broad range of transactions involving assets of a Plan and persons (“Parties in Interest”) who have certain specified relationships to the Plan, unless a statutory, regulatory or administrative exemption is available. Certain Parties in Interest that participate in a prohibited transaction may be subject to an excise tax imposed pursuant to Code Section 4975, unless a statutory, regulatory or administrative exemption is available. These prohibited transactions generally are set forth in Section 406 of ERISA and Code Section 4975. Special caution should be exercised before the assets of a Plan are used to purchase an offered certificate if, with respect to those assets, the depositor, any servicer or the trustee or any of their affiliates, either: (a) has investment discretion with respect to the investment of those assets of that Plan; (b) has authority or responsibility to give, or regularly gives, investment advice with respect to those assets for a fee and pursuant to an agreement or understanding that the advice will serve as a primary basis for investment decisions with respect to those assets and that the advice will be based on the particular investment needs of the Plan; or (c) is an employer maintaining or contributing to the Plan.

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Before purchasing any Offered Certificates with Plan assets, a Plan fiduciary should consult with its counsel and determine whether there exists any prohibition to that purchase under the requirements of ERISA or Code Section 4975, whether any prohibited transaction class exemption or any individual administrative prohibited transaction exemption (as described below) applies, including whether the appropriate conditions set forth in those exemptions would be met, or whether any statutory prohibited transaction exemption is applicable. Fiduciaries of plans subject to a Similar Law should consider the need for, and the availability of, an exemption under such applicable Similar Law.

Plan Asset Regulations

A Plan’s investment in Offered Certificates may cause the assets of the issuing entity to be deemed Plan assets. Section 2510.3-101 of the regulations of the United States Department of Labor (“DOL”), as modified by Section 3(42) of ERISA, provides that when a Plan acquires an equity interest in an entity, the Plan’s assets include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless certain exceptions not applicable to this discussion apply, or unless the equity participation in the entity by “benefit plan investors” (that is, Plans and entities whose underlying assets include plan assets) is not “significant”. For this purpose, in general, equity participation in an entity will be “significant” on any date if, immediately after the most recent acquisition of any certificate, 25% or more of any class of certificates is held by benefit plan investors.

In general, any person who has discretionary authority or control respecting the management or disposition of Plan assets, and any person who provides investment advice with respect to those assets for a fee, is a fiduciary of the investing Plan. If the assets of the issuing entity constitute Plan assets, then any party exercising management or discretionary control regarding those assets, such as a master servicer, a special servicer or any sub-servicer, may be deemed to be a Plan “fiduciary” with respect to the investing Plan, and thus subject to the fiduciary responsibility provisions and prohibited transaction provisions of ERISA and Code Section 4975. In addition, if the assets of the issuing entity constitute Plan assets, the purchase of Offered Certificates by a Plan, as well as the operation of the issuing entity, may constitute or involve a prohibited transaction under ERISA or the Code.

Administrative Exemptions

The U.S. Department of Labor has issued to Goldman Sachs & Co. LLC an individual prohibited transaction exemption, Prohibited Transaction Exemption 89-88 (October 17, 1989) as amended by PTE 2013-08 (July 9, 2013) (the “Exemption”). The Exemption generally exempts from the application of the prohibited transaction provisions of Sections 406 and 407 of ERISA, and the excise taxes imposed on prohibited transactions pursuant to Code Sections 4975(a) and (b), certain transactions, among others, relating to the servicing and operation of pools of mortgage loans, such as the pool of mortgage loans held by the issuing entity, and the purchase, sale and holding of mortgage pass-through certificates, such as the Offered Certificates, underwritten by Goldman Sachs & Co. LLC, provided that certain conditions set forth in the Exemption are satisfied. The depositor expects that the Exemption generally will apply to the Offered Certificates.

The Exemption sets forth five general conditions that must be satisfied for a transaction involving the purchase, sale and holding of the Offered Certificates to be eligible for exemptive relief. First, the acquisition of the Offered Certificates by a Plan must be on terms (including the price paid for the Offered Certificates) that are at least as favorable to the Plan as they would be in an arm’s-length transaction with an unrelated party. Second, the Offered Certificates at the time of acquisition by the Plan must be rated in one of the four highest generic rating categories by at least one NRSRO that meets the requirements of the Exemption (an “Exemption Rating Agency”). Third, the trustee cannot be an affiliate of any other member of the Restricted Group other than an underwriter. The “Restricted Group” consists of any underwriter, the depositor, the trustee, the master servicer, the special servicer, any sub-servicer, any entity that provides insurance or other credit support to the issuing entity and any borrower with respect to mortgage loans constituting more than 5% of the aggregate unamortized principal balance of the mortgage loans as of the date of initial issuance of the Offered Certificates, and any affiliate of any of the foregoing entities. Fourth, the sum of all payments made to and retained by the underwriters must represent not more than reasonable

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compensation for underwriting the Offered Certificates, the sum of all payments made to and retained by the depositor pursuant to the assignment of the mortgage loans to the issuing entity must represent not more than the fair market value of the mortgage loans and the sum of all payments made to and retained by the master servicer, the special servicer and any sub-servicer must represent not more than reasonable compensation for that person’s services under the PSA and reimbursement of the person’s reasonable expenses in connection therewith. Fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act.

It is a condition of the issuance of the Offered Certificates that they have the ratings described above required by the Exemption and the depositor believes that each of the Rating Agencies qualifies as an Exemption Rating Agency. Consequently, the second general condition set forth above will be satisfied with respect to the Offered Certificates as of the Closing Date. As of the Closing Date, the third general condition set forth above will be satisfied with respect to the Offered Certificates. In addition, the depositor believes that the fourth general condition set forth above will be satisfied with respect to the Offered Certificates. A fiduciary of a Plan contemplating purchasing an Offered Certificate in the secondary market must make its own determination that, at the time of purchase, the Offered Certificates continue to satisfy the second general condition set forth above. A fiduciary of a Plan contemplating purchasing an Offered Certificate, whether in the initial issuance of the Offered Certificates or in the secondary market, must make its own determination that the first and fifth general conditions set forth above will be satisfied with respect to the related Offered Certificate.

The Exemption also requires that the issuing entity meet the following requirements: (1) the issuing entity must consist solely of assets of the type that have been included in other investment pools; (2) certificates in those other investment pools must have been rated in one of the four highest categories by at least one of the Exemption Rating Agencies for at least one year prior to the Plan’s acquisition of Offered Certificates; and (3) certificates in those other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan’s acquisition of Offered Certificates.

The depositor believes that the conditions to the applicability of the Exemption will generally be met with respect to the Offered Certificates, other than those conditions which are dependent on facts unknown to the depositor or which it cannot control, such as those relating to the circumstances of the Plan purchaser or the Plan fiduciary making the decision to purchase any such Offered Certificates.

If the general conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Code Sections 4975(a) and (b) by reason of Code Sections 4975(c)(1)(A) through (D)) in connection with (1) the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of certificates between the depositor or the underwriters and a Plan when the depositor, any of the underwriters, the trustee, the master servicer, the special servicer, a sub-servicer or a borrower is a party in interest with respect to the investing Plan, (2) the direct or indirect acquisition or disposition in the secondary market of the Offered Certificates by a Plan and (3) the holding of Offered Certificates by a Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an Offered Certificate on behalf of an “Excluded Plan” by any person who has discretionary authority or renders investment advice with respect to the assets of the Excluded Plan. For purposes of this prospectus, an “Excluded Plan” is a Plan sponsored by any member of the Restricted Group.

If certain specific conditions of the Exemption are also satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Code Section 4975(c)(1)(E) in connection with (1) the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of certificates between the depositor or the underwriters and a Plan when the person who has discretionary authority or renders investment advice with respect to the investment of Plan assets in those certificates is (a) a borrower with respect to 5% or less of the fair market value of the mortgage loans or (b) an affiliate of that person, (2) the direct or indirect acquisition or disposition in the secondary market of Offered Certificates by a Plan and (3) the holding of Offered Certificates by a Plan.

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Further, if certain specific conditions of the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by Code Sections 4975(a) and (b) by reason of Code Section 4975(c) for transactions in connection with the servicing, management and operation of the pool of mortgage loans.

A fiduciary of a Plan should consult with its counsel with respect to the applicability of the Exemption. The fiduciary of a plan not subject to ERISA or Code Section 4975, such as a governmental plan, should determine the need for and availability of exemptive relief under applicable Similar Law. A purchaser of an Offered Certificate should be aware, however, that even if the conditions specified in one or more exemptions are satisfied, the scope of relief provided by an exemption may not cover all acts which might be construed as prohibited transactions.

Insurance Company General Accounts

Sections I and III of Prohibited Transaction Class Exemption (“PTCE”) 95-60 exempt from the application of the prohibited transaction provisions of Sections 406(a), 406(b) and 407(a) of ERISA and Code Section 4975 transactions in connection with the acquisition of a security (such as a certificate issued by the issuing entity) as well as the servicing, management and operation of a trust (such as the issuing entity) in which an insurance company general account has an interest as a result of its acquisition of certificates issued by the issuing entity, provided that certain conditions are satisfied. If these conditions are met, insurance company general accounts investing assets that are treated as assets of Plans would be allowed to purchase certain classes of certificates which do not meet the ratings requirements of the Exemption. All other conditions of the Exemption would have to be satisfied in order for PTCE 95-60 to be available. Before purchasing any class of Offered Certificates, an insurance company general account seeking to rely on Sections I and III of PTCE 95-60 should itself confirm that all applicable conditions and other requirements have been satisfied.

Section 401(c) of ERISA provides certain exemptive relief from the provisions of Part 4 of Title I of ERISA and Code Section 4975, including the prohibited transaction restrictions imposed by ERISA and the related excise taxes imposed by the Code, for transactions involving an insurance company general account. Pursuant to Section 401(c) of ERISA, the DOL issued regulations (“401(c) Regulations”), generally effective July 5, 2001, to provide guidance for the purpose of determining, in cases where insurance policies supported by an insurance company’s general account are issued to or for the benefit of a Plan on or before December 31, 1998, which general account assets constitute Plan assets. Any assets of an insurance company general account which support insurance policies issued to a Plan after December 31, 1998 or issued to Plans on or before December 31, 1998 for which the insurance company does not comply with the 401(c) Regulations may be treated as Plan assets. In addition, because Section 401(c) of ERISA does not relate to insurance company separate accounts, separate account assets are still generally treated as Plan assets of any Plan invested in that separate account. Insurance companies contemplating the investment of general account assets in the Offered Certificates should consult with their counsel with respect to the applicability of Section 401(c) of ERISA.

Each purchaser of Offered Certificates that is a Plan will be deemed to have represented and warranted that (i) none of the depositor, the issuing entity, the sponsors, the underwriters, the trustee, the certificate administrator, the master servicer, the special servicer, the operating advisor, the asset representations reviewer or any of their respective affiliated entities, has provided any investment recommendation or investment advice on which the Plan or the fiduciary making the investment decision for the Plan has relied in connection with the decision to acquire Offered Certificates, and they are not otherwise acting as a fiduciary (within the meaning of Section 3(21) of ERISA or Section 4975(e)(3) of the Code) to the Plan in connection with the Plan’s acquisition of Offered Certificates (except where an exemption applies (all of the conditions of which are satisfied) or it would not otherwise result in a non-exemption prohibited transaction under ERISA or Section 4975 of the Code), and (ii) the Plan fiduciary making the decision to acquire the Offered Certificates is exercising its own independent judgment in evaluating the investment in the Offered Certificates.

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Due to the complexity of these rules and the penalties imposed upon persons involved in prohibited transactions, it is particularly important that potential investors who are Plan fiduciaries or who are investing Plan assets consult with their counsel regarding the consequences under ERISA and the Code of their acquisition and ownership of certificates.

THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A REPRESENTATION BY THE DEPOSITOR OR ANY OF THE UNDERWRITERS THAT THIS INVESTMENT MEETS ANY RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS GENERALLY OR ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR PLANS GENERALLY OR ANY PARTICULAR PLAN.

Legal Investment

No class of Offered Certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended (“SMMEA”). Generally, the only classes of Offered Certificates which will qualify as “mortgage related securities” will be those that (1) are rated in one of the two highest rating categories by at least one NRSRO; and (2) are part of a series evidencing interests in a trust consisting of loans originated by certain types of originators specified in SMMEA and secured by first liens on real estate.

Although Section 939(e) of the Dodd-Frank Act amended SMMEA, effective July 21, 2012, so as to require the SEC to establish creditworthiness standards by that date in substitution for the foregoing ratings test, the SEC has neither proposed nor adopted a rule establishing new creditworthiness standards for purposes of SMMEA as of the date of this prospectus. However, the SEC has issued a transitional interpretation (Release No. 34-67448 (effective July 20, 2012)), which provides that, until such time as final rules establishing new standards of creditworthiness become effective, the standard of creditworthiness for purposes of the definition of the term “mortgage related security” is a security that is rated in one of the two highest rating categories by at least one NRSRO. Depending on the standards of creditworthiness that are ultimately established by the SEC, it is possible that certain classes of Offered Certificates specified to be “mortgage related securities” for purposes of SMMEA may no longer qualify as such as of the time such new standards are effective.

The appropriate characterization of the Offered Certificates under various legal investment restrictions, and thus the ability of investors subject to those restrictions to purchase the Offered Certificates, are subject to significant interpretive uncertainties. We make no representation as to the proper characterization of the Offered Certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase any Offered Certificates under applicable legal investment restrictions. Further, any ratings downgrade of a class of Offered Certificates by an NRSRO to less than an “investment grade” rating (i.e., lower than the top four rating categories) may adversely affect the ability of an investor to purchase or retain, or otherwise impact the regulatory characteristics of, that class. The uncertainties described above (and any unfavorable future determinations concerning the legal investment or financial institution regulatory characteristics of the Offered Certificates) may adversely affect the liquidity and market value of the Offered Certificates.

Accordingly, if your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, you should consult with your own legal advisors in determining whether and to what extent the Offered Certificates constitute legal investments or are subject to investment, capital, or other regulatory restrictions.

The issuing entity will not be registered under the Investment Company Act of 1940, as amended. The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended contained in Section 3(c)(5) of the Investment Company Act of 1940, as amended, or Rule 3a-7 under the Investment Company Act of 1940, as amended, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act.

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Legal Matters

The validity of the Offered Certificates and certain federal income tax matters will be passed upon for the depositor by Cadwalader, Wickersham & Taft LLP, New York, New York. Certain legal matters will be passed upon for the underwriters by Sidley Austin LLP, New York, New York.

Ratings

It is a condition to their issuance that the Offered Certificates receive investment grade credit ratings from each of the three Rating Agencies engaged by the depositor to rate the Offered Certificates.

We are not obligated to maintain any particular rating with respect to any class of Offered Certificates. Changes affecting the Mortgage Loans, the Mortgaged Properties, the parties to the PSA or another person may have an adverse effect on the ratings of the Offered Certificates, and thus on the liquidity, market value and regulatory characteristics of the Offered Certificates, although such adverse changes would not necessarily be an event of default under the applicable Mortgage Loan.

The ratings address the likelihood of full and timely receipt by the Certificateholders of all distributions of interest at the applicable Pass-Through Rate on the Offered Certificates to which they are entitled on each distribution date and, except in the case of the Class X-A and Class X-B certificates, the ultimate payment in full of the Certificate Balance of each class of Offered Certificates on a date that it not later than the Rated Final Distribution Date with respect to such class of certificates. The Rated Final Distribution Date for the Offered Certificates will be the distribution date in November 2052. See “Yield, Prepayment and Maturity Considerations” and “Pooling and Servicing Agreement—Advances”. Any ratings of each Offered Certificates should be evaluated independently from similar ratings on other types of securities.

The ratings are not a recommendation to buy, sell or hold securities, a measure of asset value or an indication of the suitability of an investment, and may be subject to revision or withdrawal at any time by any Rating Agency. In addition, these ratings do not address: (a) the likelihood, timing, or frequency of prepayments (both voluntary and involuntary) and their impact on interest payments or the degree to which such prepayments might differ from those originally anticipated, (b) the possibility that a Certificateholder might suffer a lower than anticipated yield, (c) the likelihood of receipt of yield maintenance charges, prepayment charges, prepayment premiums, prepayment fees or penalties, default interest, (d) the likelihood of experiencing any Prepayment Interest Shortfalls, an assessment of whether or to what extent the interest payable on any class of Offered Certificates may be reduced in connection with any Prepayment Interest Shortfalls, or of receiving Compensating Interest Payments, (e) the tax treatment of the Offered Certificates or effect of taxes on the payments received, (f) the likelihood or willingness of the parties to the respective documents to meet their contractual obligations or the likelihood or willingness of any party or court to enforce, or hold enforceable, the documents in whole or in part, (g) an assessment of the yield to maturity that investors may experience, (h) the likelihood, timing or receipt of any payments of interest to the holders of the Offered Certificates resulting from an increase in the interest rate on any Mortgage Loan in connection with a Mortgage Loan modification, waiver or amendment or (i) other non-credit risks, including, without limitation, market risks or liquidity.

The ratings take into consideration the credit quality of the underlying Mortgaged Properties and the Mortgage Loans, structural and legal aspects associated with the Offered Certificates, and the extent to which the payment stream of the Mortgage Loans is adequate to make payments required under the Offered Certificates. However, as noted above, the ratings do not represent an assessment of the likelihood, timing or frequency of principal prepayments (both voluntary and involuntary) by the borrowers, or the degree to which such prepayments might differ from those originally anticipated. In general, the ratings address credit risk and not prepayment risk. Ratings are forward-looking opinions about credit risk and express an agency’s opinion about the ability and willingness of an issuer of securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit. In addition, the ratings do not represent an assessment of the yield to maturity that investors may experience or the possibility that investors might not fully recover their initial investment in the event of delinquencies or defaults or rapid prepayments on the Mortgage Loans (including both voluntary and involuntary prepayments) or the application of any realized losses. In the event that holders of such certificates do not

446 

fully recover their investment as a result of rapid principal prepayments on the Mortgage Loans, all amounts “due” to such holders will nevertheless have been paid, and such result is consistent with the ratings assigned to such certificates. As indicated in this prospectus, holders of the certificates with Notional Amounts are entitled only to payments of interest on the related Mortgage Loans. If the Mortgage Loans were to prepay in the initial month, with the result that the holders of the certificates with Notional Amounts receive only a single month’s interest and therefore, suffer a nearly complete loss of their investment, all amounts “due” to such holders will nevertheless have been paid, and such result is consistent with the rating received on those certificates. The Notional Amounts of the certificates with Notional Amounts on which interest is calculated may be reduced by the allocation of realized losses and prepayments, whether voluntary or involuntary. The ratings do not address the timing or magnitude of reductions of such Notional Amount, but only the obligation to pay interest timely on the Notional Amount, as so reduced from time to time. Therefore, the ratings of the certificates with Notional Amounts should be evaluated independently from similar ratings on other types of securities. See “Risk Factors—Other Risks Relating to the Certificates—Your Yield May Be Affected by Defaults, Prepayments and Other Factors” and “Yield, Prepayment and Maturity Considerations”.

Although the depositor will prepay fees for ongoing rating surveillance by certain of the Rating Agencies, the depositor has no obligation or ability to ensure that any Rating Agency performs ratings surveillance. In addition, a Rating Agency may cease ratings surveillance if the information furnished to that Rating Agency is insufficient to allow it to perform surveillance.

Any of the three NRSROs that we hired may issue unsolicited credit ratings on one or more classes of certificates that we did not hire it to rate. Additionally, other NRSROs that we have not engaged to rate the certificates may nevertheless issue unsolicited credit ratings on one or more classes of certificates relying on information they receive pursuant to Rule 17g-5 or otherwise. If any such unsolicited ratings are issued, we cannot assure you that they will not be different from those ratings assigned by the Rating Agencies. The issuance of unsolicited ratings of a class of the certificates that are lower than the ratings assigned by the Rating Agencies may adversely impact the liquidity, market value and regulatory characteristics of that class. As part of the process of obtaining ratings for the certificates, the depositor had initial discussions with and submitted certain materials to five NRSROs. Based on preliminary feedback from those NRSROs at that time, the depositor hired three of the NRSROs to rate the certificates and not the other NRSROs due, in part, to their initial subordination levels for the various classes of certificates. Had the depositor selected such other NRSROs to rate the certificates, we cannot assure you as to the ratings that such other NRSROs would ultimately have assigned to the certificates. Further, in the case of one NRSRO hired by the depositor, the depositor only requested ratings for certain classes of rated certificates, due in part to the final subordination levels provided by that NRSRO for those classes of certificates. If the depositor had selected such NRSRO to rate those other classes of certificates not rated by it, its ratings of those other certificates may have been different, and potentially lower, than those ratings ultimately assigned to those certificates by the other NRSROs engaged to rate such certificates. In addition, the decision not to engage one or more other rating agencies in the rating of certain classes of certificates to be issued in connection with this transaction may negatively impact the liquidity, market value and regulatory characteristics of those classes of certificates. Although unsolicited ratings may be issued by any NRSRO, an NRSRO might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the depositor.

447 

Index of Defined Terms

1
17g-5 Information Provider	278
1986 Act	428
1996 Act	407
2
2015 Budget Act	435
3
30/360 Basis	309
4
401(c) Regulations	444
A
AB Modified Loan	321
AB Whole Loan	180
Acceptable Insurance Default	324
Accrued AB Loan Interest	262
Actual/360 Basis	171
Actual/360 Loans	300
ADA	409
Additional Exclusions	324
Administrative Cost Rate	257
ADR	136
Advances	296
Affirmative Asset Review Vote	361
Allocated Cut-off Date Loan Amount	136
American Metro Center PSA	180
Annual Debt Service	136
Appraisal Reduction Amount	318
Appraisal Reduction Event	317
Appraised Value	136
Appraised-Out Class	322
Approved Exchange	18
Argentic	211
Argentic Data Tape	217
Argentic Investment Management	240
Argentic Mortgage Loans	211
Argentic Review Team	216
ASH	240
ASR Consultation Process	336
Assessment of Compliance	389
Asset Representations Reviewer Asset Review Fee	316

Asset Representations Reviewer Fee	316
Asset Representations Reviewer Fee Rate	316
Asset Representations Reviewer Termination Event	366
Asset Review	362
Asset Review Notice	361
Asset Review Quorum	361
Asset Review Report	363
Asset Review Report Summary	363
Asset Review Standard	362
Asset Review Trigger	359
Asset Review Vote Election	360
Asset Status Report	334
Assumed Certificate Coupon	243
Assumed Final Distribution Date	264
Assumed Scheduled Payment	259
Attestation Report	389
Available Funds	252
B
Balloon Balance	137
Bankruptcy Code	401
Base Interest Fraction	263
Borrower Party	271
Borrower Party Affiliate	271
B-piece buyer	112
C
CERCLA	406
Certificate Administrator/Trustee Fee	315
Certificate Administrator/Trustee Fee Rate	315
Certificate Balance	250
Certificate Owners	280
Certificateholder	272
Certifying Certificateholder	282
CF 2019-CF2 PSA	180
CGCMT 2019-GC41 PSA	180
Class A-AB Scheduled Principal Balance	253
Class X certificates	3
Class X Certificates	249
Clearstream	279
Clearstream Participants	281
Closing Date	135
CMBS	55, 229
CMBS B-Piece Securities	240
CNBV	20

448 

Code	132
Co-Lender Agreement	180
Collateral Deficiency Amount	321
Collection Account	299
Collection Period	253
Communication Request	282
Companion Loan	134
Companion Loan Holder	180
Companion Loan Holders	180
Companion Loan Rating Agency	372
Compensating Interest Payment	265
Constant Prepayment Rate	416
Constraining Level	242
Consultation Termination Event	348
Control Eligible Certificates	343
Control Note	180
Control Termination Event	348
Controlling Class	343
Controlling Class Certificateholder	343
Controlling Class Representative	342
Controlling Companion Loan	180
Controlling Holder	181
Corrected Loan	333
CPR	416
CPY	416
CREC	156
Credit Risk Retention Rules	238
CREFC®	269
CREFC® Intellectual Property Royalty License Fee	317
CREFC® Intellectual Property Royalty License Fee Rate	317
CREFC® Investor Reporting Package	303
CREFC® Reports	269
Crossed Group	137
Cross-Over Date	256
CRR	115
Cumulative Appraisal Reduction Amount	321
Cure/Contest Period	363
Cut-off Date	134
Cut-off Date Balance	137
Cut-off Date DSCR	138
Cut-off Date Loan-to-Value Ratio	137
Cut-off Date LTV Ratio	137
D
DBRS	364
Debt Service Coverage Ratio	138
Debt Yield on Underwritten NCF	137
Debt Yield on Underwritten Net Cash Flow	137
Debt Yield on Underwritten Net Operating Income	138

Debt Yield on Underwritten NOI	138
Defaulted Loan	339
Defeasance Deposit	174
Defeasance Loans	173
Defeasance Lock-Out Period	173
Defeasance Option	173
Definitive Certificate	279
Delegated Directive	14
Delinquent Loan	360
Depositaries	279
Determination Date	251
Diligence File	285
Directing Holder	342
Directing Holder Approval Process	335
Disclosable Special Servicer Fees	315
Discount Yield	241, 244
Dispute Resolution Consultation	381
Dispute Resolution Cut-off Date	380
Distribution Accounts	300
Distribution Date	251
Distribution Date Statement	268
Dodd-Frank Act	116
DOL	442
DSCR	138
DTC	279
DTC Participants	279
DTC Rules	280
Due Date	171, 253
E
East Village Multifamily Portfolio PSA	181
EDGAR	440
EEA	14
Eligible Asset Representations Reviewer	364
Eligible Operating Advisor	355
Enforcing Party	379
Enforcing Servicer	379
ERISA	441
ESA	154
EU Risk Retention and Due Diligence Requirements	115
EU Securitization Regulation	115
Euroclear	279
Euroclear Operator	281
Euroclear Participants	281
Excess Modification Fees	314
Excess Prepayment Interest Shortfall	258, 266
Exchange Act	201
Excluded Controlling Class Holder	276
Excluded Controlling Class Loan	272
Excluded Information	272
Excluded Loan	272

449 

Excluded Plan	443
Excluded Special Servicer	369
Excluded Special Servicer Loan	369
Exemption	442
Exemption Rating Agency	442
Existing Severed Loan	174
Expected Price	245
Expected Prices	245
F
FATCA	437
FDIA	129
FDIC	130
FDIC Safe Harbor	130
FETL	18
FIEL	19
Final Asset Status Report	335
Final Dispute Resolution Election Notice	381
Financial Market Publisher	273
Financial Promotion Order	15
FIRREA	131, 157
Fitch	364, 387
Former Acting General Counsel’s Letter	131
FPO Persons	16
FSCMA	18
FSMA	15
G
Gain-on-Sale	252
Gain-on-Sale Reserve Account	300
Garn Act	408
Goldman Originator	204
Grand Canal Shoppes Co-Lender Agreement	192
Grand Canal Shoppes Companion Loans	191
Grand Canal Shoppes Control Appraisal Period	196
Grand Canal Shoppes Defaulted Mortgage Loan Purchase Price	200
Grand Canal Shoppes Directing Holder	196
Grand Canal Shoppes Major Decisions	197, 199
Grand Canal Shoppes Net Note A Rate	195
Grand Canal Shoppes Net Note B Rate	195
Grand Canal Shoppes Note A Rate	192
Grand Canal Shoppes Note A Relative Spread	195
Grand Canal Shoppes Note B Rate	192

Grand Canal Shoppes Note B Relative Spread	195
Grand Canal Shoppes Noteholder Purchase Notice	199
Grand Canal Shoppes Pari Passu Companion Loans	191
Grand Canal Shoppes Percentage Interest	196
Grand Canal Shoppes Recovered Costs	200
Grand Canal Shoppes Senior Loans	191
Grand Canal Shoppes Sequential Pay Event	194
Grand Canal Shoppes Subordinate Companion Loan	191
Grand Canal Shoppes Threshold Event Collateral	196
Grand Canal Shoppes Threshold Event Cure	197
Grand Canal Shoppes Whole Loan	191
Grand Canal Shoppes Whole Loan Rate	195
GS Bank	130, 202
GSMC	202
GSMC Data Tape	203
GSMC Deal Team	203
GSMC Mortgage Loans	202
GSMS 2019-GC42 PSA	181
H
Hard Lockbox	138
HRR certificates	4
HRR Certificates	238, 249
HRR Transfer Restriction End Date	247
HSTP ACT	69
I
Impermissible Asset Representations Reviewer Affiliate	375
Impermissible Operating Advisor Affiliate	375
Impermissible Risk Retention Affiliate	375
Impermissible TPP Affiliate	375
Indirect Participants	279
Initial Delivery Date	334
Initial Pool Balance	134
Initial Requesting Holder	378
In-Place Cash Management	138
Institutional Investor	18
Institutional Investors	115

450 

Insurance and Condemnation Proceeds	299
Insurance Distribution Directive	14
Interest Accrual Amount	258
Interest Accrual Period	258
Interest Distribution Amount	258
Interest Reserve Account	300
Interest Shortfall	258
Interested Person	340
Interest-Only Certificates	240
Interest-Only Expected Price	245
Interpolated Yield	241, 244
Investor Certification	272
J
Japanese Retention Requirement	19
JFSA	19
JPMCB	202
JRR Rule	19
K
KBRA	364, 387
L
Largest Tenant	138
Largest Tenant Lease Expiration	138
Liquidation Fee	311
Liquidation Fee Rate	312
Liquidation Proceeds	299
LNR Partners	231
Loan Per Unit	138
Loan-Specific Directing Holder	342
Loss of Value Payment	289
Lower-Tier Regular Interests	426
Lower-Tier REMIC	426
LSRP	155
LTV Ratio at Maturity	138
M
MAI	136
Major Decision	343
Major Decision Reporting Package	346
MAS	17
Master Servicer Major Decision	346
Master Servicer Proposed Course of Action Notice	379
Master Servicer Remittance Date	295
Material Defect	288
Maturity Date Loan-to-Value Ratio	138
Maturity Date LTV Ratio	138
Midland	228
MiFID II	14
MLPA	283

MOA	238
Modeling Assumptions	417
Modification Fees	309
Moody’s	364
Morningstar	364
Mortgage File	283
Mortgage Loans	134
Mortgage Note	134
Mortgage Pool	134
Mortgage Rate	257
Mortgaged Property	134
Most Recent NOI	139
MSBNA	202
MSC 2019-H7 PSA	181, 192
N
Net Cash Flow	141
Net Mortgage Rate	257
New Severed Loan	174
NFIP	84
NI 33-105	20
Non-Control Note	181
Non-Controlling Holder	181
Nonrecoverable Advance	297
Non-Reduced Interests	370
Non-Serviced AB Whole Loan	181
Non-Serviced Certificate Administrator	181
Non-Serviced Co-Lender Agreement	181
Non-Serviced Companion Loan	181
Non-Serviced Custodian	181
Non-Serviced Directing Holder	181
Non-Serviced Master Servicer	181
Non-Serviced Mortgage Loan	181
Non-Serviced Pari Passu Companion Loan	181
Non-Serviced Pari Passu Whole Loan	182
Non-Serviced PSA	182
Non-Serviced Securitization Trust	182
Non-Serviced Special Servicer	182
Non-Serviced Subordinate Companion Loan	182
Non-Serviced Trustee	182
Non-Serviced Whole Loan	182
Non-U.S. Tax Person	436
Notional Amount	251
NRSRO	271
NRSRO Certification	273
O
Occupancy	139
Occupancy Date	140

451 

Offered Certificates	249
OID Regulations	429
OLA	130
Operating Advisor Annual Report	353
Operating Advisor Consultation Event	355
Operating Advisor Consulting Fee	315
Operating Advisor Expenses	316
Operating Advisor Fee	315
Operating Advisor Fee Rate	315
Operating Advisor Standard	353
Operating Advisor Termination Event	357
Original Balance	140
Outstanding Violations	158
Owner Repurchase Request	378
P
P&I Advance	295
PACE	99
PADEP	155
Pari Passu Companion Loans	134
Park Bridge Financial	236
Park Bridge Lender Services	236
Partial Transfer and Assumption	174
Participants	279
Parties in Interest	441
Pass-Through Rate	256
Patriot Act	410
PCIS Persons	16
PCR	209
Percentage Interest	251
Periodic Payment	253
Permitted Investments	251, 301
Permitted Special Servicer/Affiliate Fees	315
PIPs	78, 156
Plans	441
PML	209
PRC	16
Preliminary Asset Review Report	363
Preliminary Dispute Resolution Election Notice	380
Prepayment Assumption	430
Prepayment Interest Excess	265
Prepayment Interest Shortfall	265
Prepayment Penalty Description	140
Prepayment Provision	140
PRIIPs Regulation	14
Prime Rate	299
Principal Balance Certificates	249
Principal Distribution Amount	258
Principal Shortfall	259
Privileged Information	356
Privileged Information Exception	356

Privileged Person	270
Prohibited Prepayment	265
Promotion Of Collective Investment Schemes Exemptions Order	16
Property Protection Advances	296
Proposed Course of Action	380
Proposed Course of Action Notice	380
Prospectus Regulation	14
PSA	249
PSA Party Repurchase Request	379
PTCE	444
Purchase Price	289
Q
Qualified Investor	14
Qualified Replacement Special Servicer	370
Qualified Substitute Mortgage Loan	290
Qualifying CRE Loan Percentage	239
Quorum	369
R
RAC No-Response Scenario	387
RAR	155
Rated Final Distribution Date	265
Rating Agencies	387
Rating Agency Confirmation	387
REA	66
Realized Loss	267
REC	154
Record Date	251
Registration Statement	440
Regular Certificates	249
Regular Interestholder	429
Regular Interests	426
Regulation AB	389
Reimbursement Rate	299
Related Class X Class	251
Related Group	140
Related Proceeds	298
Release Date	173
Relevant Member State	14
Relevant Persons	16
Relief Act	409
REMIC	426
REMIC Regulations	426
REO Account	301
REO Loan	260
REO Property	333
Repurchase Request	379
Requesting Holder	381
Requesting Holders	322
Requesting Investor	282
Requesting Party	386

452 

Required Risk Retention Percentage	239
Requirements	410
Residual Certificates	249
Resolution Failure	379
Resolved	379
Restricted Group	442
Restricted Mezzanine Holder	272
Restricted Party	356
Retaining Party	238
Retaining Sponsor	238
Review Materials	361
RevPAR	140
Risk Retention Affiliate	356
Risk Retention Affiliated	356
Risk Retention Consultation Party	271
RMBS	228
RNV	20
Rooms	142
Rule 17g-5	273
S
S&P	364, 387
Scheduled Certificate Interest Payments	243
Scheduled Certificate Principal Payments	240
Scheduled Principal Distribution Amount	259
SEC	201
Securities Act	389
Securitization Accounts	249, 301
SEL	209
Senior Certificates	249
Serviced Companion Loan	182
Serviced Companion Loan Securities	372
Serviced Mortgage Loan	182
Serviced Pari Passu Companion Loan	182
Serviced Pari Passu Mortgage Loan	182
Serviced Pari Passu Whole Loan	182
Serviced Whole Loan	182
Serviced Whole Loan Custodial Account	300
Servicer Termination Event	371
Servicing Fee	308
Servicing Fee Rate	308
Servicing Shift Mortgage Loan	182
Servicing Shift PSA	182
Servicing Shift Securitization Date	183
Servicing Shift Whole Loan	183
Servicing Standard	294
SF	140

SFA	17
SFO	17
Similar Law	441
SMC	218
SMC Data Tape	219
SMC Mortgage Loans	218
SMMEA	445
Soft Lockbox	140
Soft Springing Hard Lockbox	140
Special Servicer Major Decision	346
Special Servicer Non-Major Decision	328
Special Servicing Fee	310
Special Servicing Fee Rate	310
Specially Serviced Loans	332
Springing Cash Management	140
Springing Lockbox	140
Sq. Ft.	140
Square Feet	140
Startup Day	427
Starwood	218
Starwood Review Team	219
Stated Principal Balance	259
static pool data	89
STWD	231
Subject Loan	316
Subordinate Certificates	249
Subordinate Companion Loan	134, 183
Subsequent Asset Status Report	334
Subsequent Third-Party Purchaser	240
Sub-Servicing Agreement	295
Swap-Priced Expected Price	243
Swap-Priced Principal Balance Certificates	240
T
Target Price	242
Tax Cuts and Jobs Act	429
TCO	169
Terms and Conditions	281
Tests	362
Title V	409
Trailing 12 NOI	139
TRIA	9
TRIPRA	85
Trust REMICs	426
U
U.S. Tax Person	436
UCC	397
Underwriter Entities	105
Underwriting Agreement	438
Underwritten EGI	141
Underwritten Expenses	140

453 

Underwritten NCF	141
Underwritten Net Cash Flow	141
Underwritten Net Operating Income	141
Underwritten NOI	141
Underwritten Revenues	141
Units	142
Unscheduled Principal Distribution Amount	259
Unsolicited Information	362
Upper-Tier REMIC	426
UW NCF DSCR	138
UW NOI Debt Yield	138
V
Violations Cure	158
Volcker Rule	116
Voting Rights	278
VRR interest	4
VRR Interest	238
W
WAC Rate	257

Weighted Average Mortgage Loan Rate	142
Wells Fargo Bank	227
Whole Loan	134, 183
Withheld Amounts	300
Workout Fee	310
Workout Fee Rate	310
Workout-Delayed Reimbursement Amount	299
Y
Yield-Priced Expected Price	245
Yield-Priced Principal Balance Certificates	240
YM Group A	263
YM Group B	263
YM Groups	263
YM/Defeasance Loan	172
Z
Zeus Living	145

454 

ANNEX A-1

CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
AND MORTGAGED PROPERTIES

(THIS PAGE INTENTIONALLY LEFT BLANK)

GSMS 2019-GSA1 Annex A-1

Control Number

Loan / Property Flag

Footnotes

Property Name

Originator

Mortgage Loan Seller

Related Group

Crossed Group

Address

City

State

Zip Code

General Property Type

1

Loan

8, 9, 10

SoCal Retail Portfolio

AREF

AREF

NAP

NAP

1.01

Property

The Springs

5200 Ramon Road

Palm Springs

California

92264

Retail

1.02

Property

Summerwood

4124-4267 Woodruff Avenue

Lakewood

California

90713

Retail

1.03

Property

Food 4 Less – Target Center

6700, 6730 & 6750 Cherry Avenue

Long Beach

California

90805

Retail

1.04

Property

El Super Center

1251-1289 North Hacienda Boulevard

La Puente

California

91744

Retail

1.05

Property

Island Plaza

1512-1524 East Amar Road and 2500-2548 South Azusa Avenue

West Covina

California

91792

Retail

1.06

Property

Baldwin Park Promenade

3111-3151 Baldwin Park

Baldwin Park

California

91706

Retail

1.07

Property

Lynwood Plaza

10821 Long Beach Boulevard and 3157 Pluma Street

Lynwood

California

90262

Retail

1.08

Property

El Cajon (CVS)

426-450 East Chase Avenue

El Cajon

California

92020

Retail

1.09

Property

Loma Vista

16055-16075 Foothill Boulevard

Fontana

California

92335

Retail

1.10

Property

MLK Medical

3820-3840 Martin Luther King Jr. Boulevard

Lynwood

California

90262

Office

1.11

Property

Hawthorne Plaza

14401-14441 Inglewood Avenue

Hawthorne

California

90250

Retail

1.12

Property

Five Points Plaza

505-515 and 523-595 South Riverside Avenue

Rialto

California

92376

Retail

1.13

Property

Towne Center Square

11098 Foothill Boulevard

Rancho Cucamonga

California

91730

Retail

1.14

Property

Camarillo

660 East Ventura

Camarillo

California

93010

Retail

2

Loan

One and Olney Shopping Center

GSBI

GSMC

NAP

NAP

5675 North Front Street

Philadelphia

Pennsylvania

19120

Retail

3

Loan

11, 12

1950-2000 Alameda de las Pulgas

AREF

AREF

NAP

NAP

1950-2000 Alameda De Las Pulgas

San Mateo

California

94403

Office

4

Loan

Mediterranean Apartments

AREF

AREF

Group 1

NAP

11555 Santa Gertrudes Avenue

Whittier

California

90604

Multifamily

5

Loan

8, 13, 14, 15

New Jersey Center of Excellence

CREFI, AREF

AREF

NAP

NAP

1041 Route 202/206

Bridgewater

New Jersey

08807

Mixed Use

6

Loan

8, 16, 17, 18

Millennium Park Plaza

GSBI

GSMC

NAP

NAP

151-155 North Michigan Avenue

Chicago

Illinois

60601

Mixed Use

7

Loan

8, 19, 20, 21

19100 Ridgewood

GSBI

GSMC

NAP

NAP

19100 Ridgewood Parkway

San Antonio

Texas

78259

Office

8

Loan

8, 22, 23, 24, 25

Bushwick Avenue Portfolio

SMC

SMC

NAP

NAP

8.01

Property

340 Evergreen Avenue

340 Evergreen Avenue

Brooklyn

New York

11221

Multifamily

8.02

Property

871 Bushwick Avenue

871 Bushwick Avenue

Brooklyn

New York

11221

Mixed Use

8.03

Property

889 Bushwick Avenue

889 Bushwick Avenue

Brooklyn

New York

11221

Multifamily

9

Loan

26

Dorel Laredo

AREF

AREF

NAP

NAP

302 Bob Bullock Loop

Laredo

Texas

78043

Multifamily

10

Loan

27

Quebec Square at Stapleton

GSBI

GSMC

NAP

NAP

7306-7557 East 36th Avenue

Denver

Colorado

80238

Retail

11

Loan

8, 23, 28,29, 30

Hilton Portfolio

SMC

SMC

NAP

NAP

11.01

Property

Hampton Inn Bartonsville

700 Commerce Boulevard

Stroudsburg

Pennsylvania

18360

Hospitality

11.02

Property

Homewood Suites Leesburg

115 Fort Evans Road Northeast

Leesburg

Virginia

20176

Hospitality

11.03

Property

Hampton Inn Leesburg

117 Fort Evans Road Northeast

Leesburg

Virginia

20176

Hospitality

11.04

Property

Hampton Inn Faxon

66 Liberty Lane

Williamsport

Pennsylvania

17701

Hospitality

11.05

Property

Homewood Suites Ocala

4610 Southwest 49th Road

Ocala

Florida

34474

Hospitality

11.06

Property

Hampton Inn Williamsport

140 Via Bella Street

Williamsport

Pennsylvania

17701

Hospitality

11.07

Property

Hampton Inn Bermuda Run

196 NC Highway 801 North

Bermuda Run

North Carolina

27006

Hospitality

12

Loan

8, 22, 31, 32

Washington Avenue Portfolio

AREF

AREF

NAP

NAP

12.01

Property

Washington Avenue Properties

5002, 5023, 5101, 5102, 5219, 5316, 5317 and 5334 Washington Avenue

Houston

Texas

77007

Mixed Use

12.02

Property

33

319 Saint Emanuel

319 Saint Emanuel Street

Houston

Texas

77002

Industrial

12.03

Property

16210 Clay

16210 Clay Road

Houston

Texas

77084

Industrial

13

Loan

34

Celebration Suites

AREF

AREF

NAP

NAP

5820 West Irlo Bronson Memorial Highway

Kissimmee

Florida

34746

Hospitality

14

Loan

8, 35, 36, 37, 38, 39, 40, 41, 42, 43

Grand Canal Shoppes

GSBI, MSBNA, WFB, JPMCB

GSMC

NAP

NAP

3327 & 3377 Las Vegas Boulevard South

Las Vegas

Nevada

89109

Retail

15

Loan

8, 31, 44

East Village Multifamily Portfolio

AREF

AREF

Group 2

NAP

15.01

Property

165-167 Avenue A

165-167 Avenue A

New York

New York

10009

Mixed Use

15.02

Property

211 Avenue A

211 Avenue A

New York

New York

10009

Mixed Use

15.03

Property

201 East 2nd Street

201 East 2nd Street

New York

New York

10009

Mixed Use

15.04

Property

500 East 11th Street

500 East 11th Street

New York

New York

10009

Mixed Use

15.05

Property

191-193 Avenue A

191-193 Avenue A

New York

New York

10009

Mixed Use

15.06

Property

143 First Avenue

143 First Avenue

New York

New York

10003

Mixed Use

15.07

Property

129 First Avenue

129 First Avenue

New York

New York

10003

Mixed Use

15.08

Property

435 East 12th Street

435 East 12th Street

New York

New York

10009

Multifamily

16

Loan

709 Science Drive

AREF

AREF

NAP

NAP

709 Science Drive

Moorpark

California

93021

Industrial

17

Loan

45, 46

Hotel Clermont

AREF

AREF

NAP

NAP

789 Ponce de Leon Avenue Northeast

Atlanta

Georgia

30306

Hospitality

A-1-1

GSMS 2019-GSA1 Annex A-1

Control Number

Loan / Property Flag

Footnotes

Property Name

Originator

Mortgage Loan Seller

Related Group

Crossed Group

Address

City

State

Zip Code

General Property Type

18

Loan

47, 48

Tulsa Hotel Portfolio

AREF

AREF

NAP

NAP

18.01

Property

Hampton Inn and Suites Tulsa

7004 South Olympia Avenue

Tulsa

Oklahoma

74132

Hospitality

18.02

Property

Home2 Suites by Hilton Tulsa

6910 South Olympia Avenue

Tulsa

Oklahoma

74132

Hospitality

19

Loan

Sunrise Apartments

AREF

AREF

Group 1

NAP

2104 South Lewis Street

Anaheim

California

92802

Multifamily

20

Loan

Bergen Grand

AREF

AREF

NAP

NAP

429 Bergen Avenue

Jersey City

New Jersey

07304

Multifamily

21

Loan

Lakeview Apartments

AREF

AREF

Group 2

NAP

96 East Lakeview Avenue

Leonia

New Jersey

07605

Multifamily

22

Loan

8

USAA Office Portfolio

GSBI

GSMC

NAP

NAP

22.01

Property

Legacy Corporate Centre I & II

5601 Legacy Drive and 7300 Parkwood Boulevard

Plano

Texas

75024

Office

22.02

Property

Crosstown Center I

9527 Delaney Creek Boulevard

Tampa

Florida

33619

Office

22.03

Property

Crosstown Center II

9519 Delaney Creek Boulevard

Tampa

Florida

33619

Office

22.04

Property

Legacy Corporate Centre III

7400 Parkwood Boulevard

Plano

Texas

75024

Office

23

Loan

49

Hyatt House RDU Raleigh

AREF

AREF

NAP

NAP

10030 Sellona Street

Raleigh

North Carolina

27617

Hospitality

24

Loan

CubeSmart North Bergen

SMC

SMC

NAP

NAP

2425 Tonnelle Avenue

North Bergen

New Jersey

07047

Self Storage

25

Loan

8, 31, 50, 51

American Metro Center

AREF

AREF

NAP

NAP

100, 200, 300 American Metro Boulevard

Hamilton

New Jersey

08619

Leased Fee

26

Loan

52

Windgate Crossing

SMC

SMC

NAP

NAP

10110 & 10160 East Bell Road & 17050-17060 North Thompson Peak Parkway

Scottsdale

Arizona

85255

Retail

27

Loan

53, 54

Bluebonnet Village

SMC

SMC

NAP

NAP

7512-7587 Bluebonnet Boulevard and 7750-7762 Bluebonnet Boulevard

Baton Rouge

Louisiana

70810

Retail

28

Loan

106 Apple Street

AREF

AREF

NAP

NAP

106 Apple Street

Tinton Falls

New Jersey

07724

Office

29

Loan

Glendale Galleria

AREF

AREF

NAP

NAP

5680, 5734, 5740, 5800, 5810 & 5820 West Peoria Avenue and 10635 North 59th Avenue

Glendale

Arizona

85302

Retail

30

Loan

55

Holiday Inn Express Portfolio (Birch Run and Brighton, MI)

SMC

SMC

NAP

NAP

30.01

Property

Holiday Inn Express Birch Run

12150 Dixie Highway

Birch Run

Michigan

48415

Hospitality

30.02

Property

Holiday Inn Express Brighton

6910 Whitmore Lake Road

Brighton

Michigan

48116

Hospitality

31

Loan

180 N. Main Street

AREF

AREF

NAP

NAP

180 North Main Street

New City

New York

10956

Leased Fee

32

Loan

56

Werner Apartments

GSBI

GSMC

NAP

NAP

3046 17th Avenue West

Seattle

Washington

98119

Multifamily

33

Loan

57

2929 East Camelback

GSBI

GSMC

NAP

NAP

2929 East Camelback Road

Phoenix

Arizona

85016

Office

34

Loan

58

338 South Avenue 17

AREF

AREF

NAP

NAP

338 Avenue 16 #17

Los Angeles

California

90031

Industrial

35

Loan

Eastgate Center

SMC

SMC

NAP

NAP

1001 East Broadway Street

Missoula

Montana

59802

Retail

36

Loan

1211 Newell Avenue

SMC

SMC

NAP

NAP

1211 Newell Avenue

Walnut Creek

California

94596

Office

37

Loan

59

Kingston Square

AREF

AREF

NAP

NAP

2500 Eastern Boulevard

Springettsbury Township

Pennsylvania

17402

Retail

38

Loan

StorWise Self Storage Yuma

SMC

SMC

Group 3

NAP

3090 South Avenue 3 East

Yuma

Arizona

85365

Self Storage

39

Loan

60

South Shores Shopping Center

GSBI

GSMC

NAP

NAP

8510, 8544 & 8574 West Lake Mead Boulevard

Las Vegas

Nevada

89128

Retail

40

Loan

1941 Old Cuthbert Road

AREF

AREF

NAP

NAP

1941 Old Cuthbert Road

Cherry Hill

New Jersey

08034

Industrial

41

Loan

61

Forum at Gilbert Ranch

SMC

SMC

NAP

NAP

1464, 1490 and 1524 East Williams Field Road

Gilbert

Arizona

85295

Retail

42

Loan

62

WestPark Industrial

AREF

AREF

NAP

NAP

3406 West Main Street

Tupelo

Mississippi

38801

Industrial

43

Loan

63

North Loop Commons

AREF

AREF

NAP

NAP

300 North Loop

Houston

Texas

77008

Mixed Use

44

Loan

208 East 95th Street

AREF

AREF

NAP

NAP

208 East 95th Street

New York

New York

10128

Multifamily

45

Loan

64

Via Del Mar

AREF

AREF

NAP

NAP

5850 FM 802

Brownsville

Texas

78526

Retail

46

Loan

AAA Self Storage Greensboro

SMC

SMC

Group 4

NAP

5501 West Friendly Avenue

Greensboro

North Carolina

27410

Self Storage

47

Loan

American Classic Self Storage

SMC

SMC

NAP

NAP

1608 Centerville Turnpike

Virginia Beach

Virginia

23464

Self Storage

48

Loan

AAA Self Storage Eastchester

SMC

SMC

Group 4

NAP

2505 Eastchester Drive

High Point

North Carolina

27265

Self Storage

49

Loan

StorWise Self Storage Carson City

SMC

SMC

Group 3

NAP

6300 Highway 50 East

Carson City

Nevada

89701

Self Storage

A-1-2

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Detailed Property Type	Year Built	Year Renovated	Units, Rooms, Sq Ft	Unit Description	Loan Per Unit ($)	Ownership Interest	Original Balance ($)	Cut-off Date Balance ($)
1	Loan	8, 9, 10	SoCal Retail Portfolio				1,481,231	SF	145.00		50,000,000	50,000,000
1.01	Property		The Springs	Anchored	2008	2015	397,718	SF		Fee Simple
1.02	Property		Summerwood	Anchored	1968	2011	178,770	SF		Fee Simple
1.03	Property		Food 4 Less – Target Center	Anchored	1993, 2007	NAP	196,436	SF		Fee Simple
1.04	Property		El Super Center	Anchored	2012, 2014	NAP	117,230	SF		Fee Simple
1.05	Property		Island Plaza	Anchored	1967, 1968, 1980, 1995	NAP	77,772	SF		Fee Simple
1.06	Property		Baldwin Park Promenade	Anchored	2006, 2007	NAP	49,906	SF		Fee Simple
1.07	Property		Lynwood Plaza	Anchored	2003	NAP	75,245	SF		Fee Simple
1.08	Property		El Cajon (CVS)	Anchored	2005	NAP	29,986	SF		Fee Simple
1.09	Property		Loma Vista	Anchored	1990	NAP	97,547	SF		Fee Simple
1.10	Property		MLK Medical	General Suburban	1958	2005	32,500	SF		Fee Simple
1.11	Property		Hawthorne Plaza	Anchored	1978	NAP	70,750	SF		Fee Simple
1.12	Property		Five Points Plaza	Anchored	1985, 1986	NAP	89,537	SF		Fee Simple
1.13	Property		Towne Center Square	Shadow Anchored	1995	NAP	57,510	SF		Fee Simple
1.14	Property		Camarillo	Shadow Anchored	2014	NAP	10,324	SF		Fee Simple
2	Loan		One and Olney Shopping Center	Anchored	1988	NAP	348,912	SF	143.30	Fee Simple	50,000,000	50,000,000
3	Loan	11, 12	1950-2000 Alameda de las Pulgas	General Suburban	1983	2017	153,336	SF	325.10	Fee Simple	49,850,000	49,850,000
4	Loan		Mediterranean Apartments	Garden	1970	2017	256	Units	146,484.38	Fee Simple	37,500,000	37,500,000
5	Loan	8, 13, 14, 15	New Jersey Center of Excellence	Office/R&D/Laboratory	1970-2005	NAP	785,598	SF	116.09	Fee Simple	36,480,000	36,480,000
6	Loan	8, 16, 17, 18	Millennium Park Plaza	Multifamily/Office/Retail	1982	2015	560,083	SF	374.94	Fee Simple	35,000,000	35,000,000
7	Loan	8, 19, 20, 21	19100 Ridgewood	General Suburban	2009	NAP	618,017	SF	226.53	Fee Simple	35,000,000	35,000,000
8	Loan	8, 22, 23, 24, 25	Bushwick Avenue Portfolio				347,203	SF	374.42		35,000,000	35,000,000
8.01	Property		340 Evergreen Avenue	Mid-Rise	2019	NAP	157,037	SF		Fee Simple
8.02	Property		871 Bushwick Avenue	Multifamily/Office	1954	2017	140,510	SF		Fee Simple
8.03	Property		889 Bushwick Avenue	Mid-Rise	2018	NAP	49,656	SF		Fee Simple
9	Loan	26	Dorel Laredo	Garden	2010-2015	NAP	424	Units	71,933.96	Fee Simple	30,500,000	30,500,000
10	Loan	27	Quebec Square at Stapleton	Anchored	2002	NAP	207,611	SF	134.87	Fee Simple	28,000,000	28,000,000
11	Loan	8, 23, 28,29, 30	Hilton Portfolio				709	Rooms	95,909.73		26,000,000	26,000,000
11.01	Property		Hampton Inn Bartonsville	Limited Service	2015	NAP	109	Rooms		Fee Simple
11.02	Property		Homewood Suites Leesburg	Extended Stay	2009	2018	91	Rooms		Fee Simple
11.03	Property		Hampton Inn Leesburg	Limited Service	2002	2018	101	Rooms		Fee Simple
11.04	Property		Hampton Inn Faxon	Limited Service	2014	NAP	113	Rooms		Fee Simple
11.05	Property		Homewood Suites Ocala	Extended Stay	2007	2019	99	Rooms		Fee Simple
11.06	Property		Hampton Inn Williamsport	Limited Service	1998	2018	110	Rooms		Fee Simple
11.07	Property		Hampton Inn Bermuda Run	Limited Service	2010	NAP	86	Rooms		Fee Simple
12	Loan	8, 22, 31, 32	Washington Avenue Portfolio				125,024	SF	311.94		26,000,000	26,000,000
12.01	Property		Washington Avenue Properties	Retail/Office/Parking	Various	Various	55,139	SF		Fee Simple
12.02	Property	33	319 Saint Emanuel	Warehouse/Distribution	1951	2016	56,250	SF		Fee Simple
12.03	Property		16210 Clay	Flex	1982	1992	13,635	SF		Fee Simple
13	Loan	34	Celebration Suites	Extended Stay	1972	2018-2019	550	Rooms	46,363.64	Fee Simple	25,500,000	25,500,000
14	Loan	8, 35, 36, 37, 38, 39, 40, 41, 42, 43	Grand Canal Shoppes	Specialty Retail	1999	2007	759,891	SF	1,000.14	Fee Simple and Leasehold	25,000,000	25,000,000
15	Loan	8, 31, 44	East Village Multifamily Portfolio				144	Units	593,750.00		25,000,000	25,000,000
15.01	Property		165-167 Avenue A	Multifamily/Retail	1910	2015	17	Units		Fee Simple
15.02	Property		211 Avenue A	Multifamily/Retail	1900	2017	35	Units		Fee Simple
15.03	Property		201 East 2nd Street	Multifamily/Retail	1925	2014	25	Units		Fee Simple
15.04	Property		500 East 11th Street	Multifamily/Retail	1920	2013	24	Units		Fee Simple
15.05	Property		191-193 Avenue A	Multifamily/Retail	1900	2019	9	Units		Fee Simple
15.06	Property		143 First Avenue	Multifamily/Retail	1900	2015	8	Units		Fee Simple
15.07	Property		129 First Avenue	Multifamily/Retail	1900	2019	8	Units		Fee Simple
15.08	Property		435 East 12th Street	Mid-Rise	1900	2018	18	Units		Fee Simple
16	Loan		709 Science Drive	Warehouse/Distribution	1994	NAP	253,487	SF	87.92	Fee Simple	22,350,000	22,287,361
17	Loan	45, 46	Hotel Clermont	Full Service	1924	2015-2018	94	Rooms	234,042.55	Fee Simple	22,000,000	22,000,000

A-1-3

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Detailed Property Type	Year Built	Year Renovated	Units, Rooms, Sq Ft	Unit Description	Loan Per Unit ($)	Ownership Interest	Original Balance ($)	Cut-off Date Balance ($)
18	Loan	47, 48	Tulsa Hotel Portfolio				197	Rooms	106,598.98		21,000,000	21,000,000
18.01	Property		Hampton Inn and Suites Tulsa	Limited Service	2010	NAP	101	Rooms		Fee Simple
18.02	Property		Home2 Suites by Hilton Tulsa	Extended Stay	2016	NAP	96	Rooms		Fee Simple
19	Loan		Sunrise Apartments	Garden	1989	2017	132	Units	150,000.00	Fee Simple	19,800,000	19,800,000
20	Loan		Bergen Grand	Mid-Rise	2019	NAP	72	Units	260,416.67	Fee Simple	18,750,000	18,750,000
21	Loan		Lakeview Apartments	Garden	1950	NAP	106	Units	174,528.30	Fee Simple	18,500,000	18,500,000
22	Loan	8	USAA Office Portfolio				881,490	SF	274.99		15,000,000	15,000,000
22.01	Property		Legacy Corporate Centre I & II	General Suburban	1999	NAP	238,926	SF		Fee Simple
22.02	Property		Crosstown Center I	General Suburban	2015	NAP	260,869	SF		Fee Simple
22.03	Property		Crosstown Center II	General Suburban	2018	NAP	236,550	SF		Fee Simple
22.04	Property		Legacy Corporate Centre III	General Suburban	2019	NAP	145,145	SF		Fee Simple
23	Loan	49	Hyatt House RDU Raleigh	Extended Stay	2017	NAP	130	Rooms	115,236.07	Fee Simple	15,000,000	14,980,689
24	Loan		CubeSmart North Bergen	Self Storage	1998	NAP	111,495	SF	130.05	Fee Simple	14,500,000	14,500,000
25	Loan	8, 31, 50, 51	American Metro Center	Office	NAP	NAP	488,463	SF	67.97	Fee Simple	13,200,000	13,200,000
26	Loan	52	Windgate Crossing	Unanchored	2007	NAP	39,042	SF	320.17	Fee Simple	12,500,000	12,500,000
27	Loan	53, 54	Bluebonnet Village	Anchored	1983	NAP	101,419	SF	115.56	Fee Simple	11,720,000	11,720,000
28	Loan		106 Apple Street	General Suburban	1985	2018	114,947	SF	100.05	Fee Simple	11,500,000	11,500,000
29	Loan		Glendale Galleria	Anchored	1989	2016	119,525	SF	86.68	Fee Simple	10,360,000	10,360,000
30	Loan	55	Holiday Inn Express Portfolio (Birch Run and Brighton, MI)				205	Rooms	49,916.57		10,250,000	10,232,896
30.01	Property		Holiday Inn Express Birch Run	Limited Service	1996	2017	99	Rooms		Fee Simple
30.02	Property		Holiday Inn Express Brighton	Limited Service	2017	NAP	106	Rooms		Fee Simple
31	Loan		180 N. Main Street	Retail	NAP	NAP	142,732	SF	71.46	Fee Simple	10,200,000	10,200,000
32	Loan	56	Werner Apartments	Mid-Rise	2019	NAP	59	Units	171,355.93	Fee Simple	10,110,000	10,110,000
33	Loan	57	2929 East Camelback	General Suburban	1982	2019	76,326	SF	123.48	Fee Simple	9,425,000	9,425,000
34	Loan	58	338 South Avenue 17	Warehouse/Distribution	1922-1955	2016	72,883	SF	123.49	Fee Simple	9,000,000	9,000,000
35	Loan		Eastgate Center	Anchored	1964	2018	76,557	SF	104.50	Fee Simple	8,000,000	8,000,000
36	Loan		1211 Newell Avenue	General Suburban	1974	2017	25,038	SF	275.58	Fee Simple	6,900,000	6,900,000
37	Loan	59	Kingston Square	Unanchored	1986	NAP	68,433	SF	88.16	Fee Simple	6,050,000	6,033,208
38	Loan		StorWise Self Storage Yuma	Self Storage	1999	2005	97,496	SF	59.49	Fee Simple	5,800,000	5,800,000
39	Loan	60	South Shores Shopping Center	Shadow Anchored	1992	NAP	41,111	SF	139.22	Fee Simple	5,740,000	5,723,279
40	Loan		1941 Old Cuthbert Road	Flex	1969	NAP	83,292	SF	60.03	Fee Simple	5,000,000	5,000,000
41	Loan	61	Forum at Gilbert Ranch	Unanchored	2008	NAP	25,919	SF	192.35	Fee Simple	5,000,000	4,985,574
42	Loan	62	WestPark Industrial	Warehouse/Distribution	1976	2018	310,667	SF	15.30	Fee Simple	4,760,000	4,753,805
43	Loan	63	North Loop Commons	Medical/Retail	2016	NAP	11,220	SF	396.61	Fee Simple	4,450,000	4,450,000
44	Loan		208 East 95th Street	Mid-Rise	1910	1988	15	Units	293,333.33	Fee Simple	4,400,000	4,400,000
45	Loan	64	Via Del Mar	Unanchored	2003	NAP	48,302	SF	90.97	Fee Simple	4,405,000	4,394,148
46	Loan		AAA Self Storage Greensboro	Self Storage	2015	NAP	58,160	SF	70.50	Fee Simple	4,100,000	4,100,000
47	Loan		American Classic Self Storage	Self Storage	1997, 2000	NAP	91,650	SF	43.64	Fee Simple	4,000,000	4,000,000
48	Loan		AAA Self Storage Eastchester	Self Storage	2018	NAP	52,550	SF	68.51	Fee Simple	3,600,000	3,600,000
49	Loan		StorWise Self Storage Carson City	Self Storage	1996	NAP	42,080	SF	52.28	Fee Simple	2,200,000	2,200,000

A-1-4

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Allocated Cut-off Date Loan Amount ($)	% of Initial Pool Balance	Balloon Balance ($)	Mortgage Loan Rate (%)	Administrative Cost Rate (%) (1)	Net Mortgage Loan Rate (%)	Monthly Debt Service ($) (2)	Annual Debt Service ($)	Pari Passu Companion Loan Monthly Debt Service ($)	Pari Passu Companion Loan Annual Debt Service ($)	Amortization Type
1	Loan	8, 9, 10	SoCal Retail Portfolio	50,000,000	5.8%	50,000,000	4.05900%	0.01598%	4.04302%	171,473.96	2,057,687.52	565,126.72	6,781,520.64	Interest Only
1.01	Property		The Springs	10,626,906
1.02	Property		Summerwood	7,376,446
1.03	Property		Food 4 Less – Target Center	5,049,235
1.04	Property		El Super Center	4,939,591
1.05	Property		Island Plaza	3,775,869
1.06	Property		Baldwin Park Promenade	2,678,260
1.07	Property		Lynwood Plaza	2,656,377
1.08	Property		El Cajon (CVS)	2,305,096
1.09	Property		Loma Vista	2,041,809
1.10	Property		MLK Medical	1,964,988
1.11	Property		Hawthorne Plaza	1,888,167
1.12	Property		Five Points Plaza	1,844,170
1.13	Property		Towne Center Square	1,690,295
1.14	Property		Camarillo	1,162,791
2	Loan		One and Olney Shopping Center	50,000,000	5.8%	50,000,000	3.48000%	0.01598%	3.46402%	147,013.89	1,764,166.68			Interest Only
3	Loan	11, 12	1950-2000 Alameda de las Pulgas	49,850,000	5.8%	49,850,000	3.78000%	0.01598%	3.76402%	159,208.44	1,910,501.28			Interest Only
4	Loan		Mediterranean Apartments	37,500,000	4.3%	37,500,000	3.88000%	0.01598%	3.86402%	122,934.03	1,475,208.36			Interest Only
5	Loan	8, 13, 14, 15	New Jersey Center of Excellence	36,480,000	4.2%	36,480,000	3.73000%	0.01598%	3.71402%	114,966.89	1,379,602.68	172,450.33	2,069,403.96	Interest Only
6	Loan	8, 16, 17, 18	Millennium Park Plaza	35,000,000	4.0%	35,000,000	3.66000%	0.01473%	3.64527%	108,232.64	1,298,791.68	541,163.19	6,493,958.28	Interest Only
7	Loan	8, 19, 20, 21	19100 Ridgewood	35,000,000	4.0%	35,000,000	3.65000%	0.01598%	3.63402%	107,936.92	1,295,243.04	323,810.77	3,885,729.24	Interest Only
8	Loan	8, 22, 23, 24, 25	Bushwick Avenue Portfolio	35,000,000	4.0%	35,000,000	3.71000%	0.01473%	3.69527%	109,711.23	1,316,534.72	297,787.62	3,573,451.39	Interest Only
8.01	Property		340 Evergreen Avenue	18,025,000
8.02	Property		871 Bushwick Avenue	10,675,000
8.03	Property		889 Bushwick Avenue	6,300,000
9	Loan	26	Dorel Laredo	30,500,000	3.5%	30,500,000	3.68000%	0.03348%	3.64652%	94,832.41	1,137,988.92			Interest Only
10	Loan	27	Quebec Square at Stapleton	28,000,000	3.2%	26,937,589	3.52000%	0.01598%	3.50402%	126,045.32	1,512,543.84			Interest Only, Then Amortizing
11	Loan	8, 23, 28,29, 30	Hilton Portfolio	26,000,000	3.0%	21,491,672	4.30000%	0.01473%	4.28527%	128,666.57	1,543,998.84	207,846.01	2,494,152.12	Interest Only, Then Amortizing
11.01	Property		Hampton Inn Bartonsville	4,932,353
11.02	Property		Homewood Suites Leesburg	4,435,294
11.03	Property		Hampton Inn Leesburg	4,244,118
11.04	Property		Hampton Inn Faxon	3,670,588
11.05	Property		Homewood Suites Ocala	3,479,412
11.06	Property		Hampton Inn Williamsport	2,752,941
11.07	Property		Hampton Inn Bermuda Run	2,485,294
12	Loan	8, 22, 31, 32	Washington Avenue Portfolio	26,000,000	3.0%	26,000,000	3.40000%	0.01598%	3.38402%	74,689.81	896,277.72	37,344.91	448,138.92	Interest Only
12.01	Property		Washington Avenue Properties	21,609,555
12.02	Property	33	319 Saint Emanuel	4,112,026
12.03	Property		16210 Clay	278,418
13	Loan	34	Celebration Suites	25,500,000	3.0%	25,500,000	4.15000%	0.01598%	4.13402%	89,412.33	1,072,947.96			Interest Only
14	Loan	8, 35, 36, 37, 38, 39, 40, 41, 42, 43	Grand Canal Shoppes	25,000,000	2.9%	25,000,000	3.74080%	0.01598%	3.72482%	79,015.74	948,188.88	2,323,062.78	27,876,753.36	Interest Only
15	Loan	8, 31, 44	East Village Multifamily Portfolio	25,000,000	2.9%	25,000,000	3.34000%	0.01598%	3.32402%	70,549.77	846,597.24	170,730.44	2,048,765.28	Interest Only
15.01	Property		165-167 Avenue A	5,450,292
15.02	Property		211 Avenue A	5,067,544
15.03	Property		201 East 2nd Street	4,753,509
15.04	Property		500 East 11th Street	3,436,257
15.05	Property		191-193 Avenue A	2,176,608
15.06	Property		143 First Avenue	1,545,029
15.07	Property		129 First Avenue	1,380,409
15.08	Property		435 East 12th Street	1,190,351
16	Loan		709 Science Drive	22,287,361	2.6%	17,722,819	3.95000%	0.01598%	3.93402%	106,059.07	1,272,708.84			Amortizing
17	Loan	45, 46	Hotel Clermont	22,000,000	2.5%	17,695,457	4.35000%	0.01598%	4.33402%	109,518.59	1,314,223.08			Amortizing

A-1-5

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Allocated Cut-off Date Loan Amount ($)	% of Initial Pool Balance	Balloon Balance ($)	Mortgage Loan Rate (%)	Administrative Cost Rate (%) (1)	Net Mortgage Loan Rate (%)	Monthly Debt Service ($) (2)	Annual Debt Service ($)	Pari Passu Companion Loan Monthly Debt Service ($)	Pari Passu Companion Loan Annual Debt Service ($)	Amortization Type
18	Loan	47, 48	Tulsa Hotel Portfolio	21,000,000	2.4%	16,038,475	4.10000%	0.01598%	4.08402%	106,212.08	1,274,544.96			Amortizing
18.01	Property		Hampton Inn and Suites Tulsa	10,850,000
18.02	Property		Home2 Suites by Hilton Tulsa	10,150,000
19	Loan		Sunrise Apartments	19,800,000	2.3%	19,800,000	3.44000%	0.01598%	3.42402%	57,548.33	690,580.00			Interest Only
20	Loan		Bergen Grand	18,750,000	2.2%	18,750,000	4.08000%	0.01598%	4.06402%	64,635.42	775,625.04			Interest Only
21	Loan		Lakeview Apartments	18,500,000	2.1%	18,500,000	3.62500%	0.01598%	3.60902%	56,661.60	679,939.20			Interest Only
22	Loan	8	USAA Office Portfolio	15,000,000	1.7%	15,000,000	3.37000%	0.01473%	3.35527%	42,710.07	512,520.84	647,484.65	7,769,815.80	Interest Only
22.01	Property		Legacy Corporate Centre I & II	4,529,703
22.02	Property		Crosstown Center I	4,183,168
22.03	Property		Crosstown Center II	3,712,871
22.04	Property		Legacy Corporate Centre III	2,574,257
23	Loan	49	Hyatt House RDU Raleigh	14,980,689	1.7%	11,980,976	4.15000%	0.01598%	4.13402%	72,915.50	874,986.00			Amortizing
24	Loan		CubeSmart North Bergen	14,500,000	1.7%	13,064,811	3.58900%	0.01598%	3.57302%	65,833.98	790,007.76			Interest Only, Then Amortizing
25	Loan	8, 31, 50, 51	American Metro Center	13,200,000	1.5%	13,200,000	4.15000%	0.01598%	4.13402%	46,284.03	555,408.36	70,127.31	841,527.72	Interest Only
26	Loan	52	Windgate Crossing	12,500,000	1.4%	12,500,000	3.74000%	0.01598%	3.72402%	39,499.42	473,993.06			Interest Only
27	Loan	53, 54	Bluebonnet Village	11,720,000	1.4%	10,199,302	4.25000%	0.06598%	4.18402%	57,655.36	691,864.32			Interest Only, Then Amortizing
28	Loan		106 Apple Street	11,500,000	1.3%	11,500,000	3.75000%	0.01598%	3.73402%	36,436.63	437,239.56			Interest Only
29	Loan		Glendale Galleria	10,360,000	1.2%	8,948,676	3.94000%	0.01598%	3.92402%	49,102.54	589,230.48			Interest Only, Then Amortizing
30	Loan	55	Holiday Inn Express Portfolio (Birch Run and Brighton, MI)	10,232,896	1.2%	7,537,900	4.55000%	0.01598%	4.53402%	57,264.12	687,169.44			Amortizing
30.01	Property		Holiday Inn Express Birch Run	6,389,320
30.02	Property		Holiday Inn Express Brighton	3,843,576
31	Loan		180 N. Main Street	10,200,000	1.2%	10,200,000	4.43000%	0.01598%	4.41402%	38,177.99	458,135.88			Interest Only
32	Loan	56	Werner Apartments	10,110,000	1.2%	10,110,000	3.61000%	0.01598%	3.59402%	30,836.67	370,040.04			Interest Only
33	Loan	57	2929 East Camelback	9,425,000	1.1%	9,425,000	3.53000%	0.06348%	3.46652%	28,110.28	337,323.36			Interest Only
34	Loan	58	338 South Avenue 17	9,000,000	1.0%	9,000,000	3.86500%	0.01598%	3.84902%	29,390.10	352,681.20			Interest Only
35	Loan		Eastgate Center	8,000,000	0.9%	8,000,000	4.15600%	0.01598%	4.14002%	28,091.48	337,097.78			Interest Only
36	Loan		1211 Newell Avenue	6,900,000	0.8%	6,900,000	4.00000%	0.01598%	3.98402%	23,319.44	279,833.33			Interest Only
37	Loan	59	Kingston Square	6,033,208	0.7%	4,806,156	4.00000%	0.01598%	3.98402%	28,883.63	346,603.56			Amortizing
38	Loan		StorWise Self Storage Yuma	5,800,000	0.7%	5,035,567	4.15000%	0.01598%	4.13402%	28,193.99	338,327.88			Interest Only, Then Amortizing
39	Loan	60	South Shores Shopping Center	5,723,279	0.7%	4,518,341	3.75000%	0.01598%	3.73402%	26,582.83	318,993.96			Amortizing
40	Loan		1941 Old Cuthbert Road	5,000,000	0.6%	4,309,154	3.85000%	0.01598%	3.83402%	23,440.41	281,284.92			Interest Only, Then Amortizing
41	Loan	61	Forum at Gilbert Ranch	4,985,574	0.6%	3,943,120	3.80000%	0.01598%	3.78402%	23,297.87	279,574.44			Amortizing
42	Loan	62	WestPark Industrial	4,753,805	0.6%	3,795,176	4.10000%	0.01598%	4.08402%	23,000.24	276,002.88			Amortizing
43	Loan	63	North Loop Commons	4,450,000	0.5%	4,450,000	4.31000%	0.01598%	4.29402%	16,204.90	194,458.80			Interest Only
44	Loan		208 East 95th Street	4,400,000	0.5%	4,400,000	4.60000%	0.01598%	4.58402%	17,100.93	205,211.16			Interest Only
45	Loan	64	Via Del Mar	4,394,148	0.5%	3,573,838	4.60000%	0.01598%	4.58402%	22,581.98	270,983.76			Amortizing
46	Loan		AAA Self Storage Greensboro	4,100,000	0.5%	3,433,824	3.79600%	0.01598%	3.78002%	19,094.92	229,139.04			Interest Only, Then Amortizing
47	Loan		American Classic Self Storage	4,000,000	0.5%	4,000,000	3.70000%	0.01598%	3.68402%	12,504.63	150,055.56			Interest Only
48	Loan		AAA Self Storage Eastchester	3,600,000	0.4%	3,006,573	3.70000%	0.05598%	3.64402%	16,570.19	198,842.28			Interest Only, Then Amortizing
49	Loan		StorWise Self Storage Carson City	2,200,000	0.3%	1,910,043	4.15000%	0.01598%	4.13402%	10,694.27	128,331.24			Interest Only, Then Amortizing

A-1-6

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Interest Accrual Method	Seasoning	Original Interest-Only Period (Mos.)	Remaining Interest-Only Period (Mos.)	Original Term To Maturity (Mos.)	Remaining Term To Maturity (Mos.)	Original Amortization Term (Mos.)	Remaining Amortization Term (Mos.)	Origination Date	Due Date	First Due Date	Last IO Due Date	First P&I Due Date	Maturity Date	ARD (Yes / No)	Final Maturity Date
1	Loan	8, 9, 10	SoCal Retail Portfolio	Actual/360	6	120	114	120	114	0	0	4/25/2019	6	6/6/2019	5/6/2029		5/6/2029	No
1.01	Property		The Springs
1.02	Property		Summerwood
1.03	Property		Food 4 Less – Target Center
1.04	Property		El Super Center
1.05	Property		Island Plaza
1.06	Property		Baldwin Park Promenade
1.07	Property		Lynwood Plaza
1.08	Property		El Cajon (CVS)
1.09	Property		Loma Vista
1.10	Property		MLK Medical
1.11	Property		Hawthorne Plaza
1.12	Property		Five Points Plaza
1.13	Property		Towne Center Square
1.14	Property		Camarillo
2	Loan		One and Olney Shopping Center	Actual/360	1	120	119	120	119	0	0	9/20/2019	6	11/6/2019	10/6/2029		10/6/2029	No
3	Loan	11, 12	1950-2000 Alameda de las Pulgas	Actual/360	1	120	119	120	119	0	0	9/30/2019	6	11/6/2019	10/6/2029		10/6/2029	No
4	Loan		Mediterranean Apartments	Actual/360	1	120	119	120	119	0	0	10/1/2019	6	11/6/2019	10/6/2029		10/6/2029	No
5	Loan	8, 13, 14, 15	New Jersey Center of Excellence	Actual/360	3	120	117	120	117	0	0	8/1/2019	6	9/6/2019	8/6/2029		8/6/2029	No
6	Loan	8, 16, 17, 18	Millennium Park Plaza	Actual/360	3	120	117	120	117	0	0	7/19/2019	6	9/6/2019	8/6/2029		8/6/2029	No
7	Loan	8, 19, 20, 21	19100 Ridgewood	Actual/360	2	120	118	120	118	0	0	8/19/2019	6	10/6/2019	9/6/2029		9/6/2029	No
8	Loan	8, 22, 23, 24, 25	Bushwick Avenue Portfolio	Actual/360	2	120	118	120	118	0	0	8/9/2019	6	10/6/2019	9/6/2029		9/6/2029	No
8.01	Property		340 Evergreen Avenue
8.02	Property		871 Bushwick Avenue
8.03	Property		889 Bushwick Avenue
9	Loan	26	Dorel Laredo	Actual/360	1	120	119	120	119	0	0	9/20/2019	6	11/6/2019	10/6/2029		10/6/2029	No
10	Loan	27	Quebec Square at Stapleton	Actual/360	1	60	59	84	83	360	360	9/25/2019	6	11/6/2019	10/6/2024	11/6/2024	10/6/2026	No
11	Loan	8, 23, 28,29, 30	Hilton Portfolio	Actual/360	2	12	10	120	118	360	360	8/9/2019	6	10/6/2019	9/6/2020	10/6/2020	9/6/2029	No
11.01	Property		Hampton Inn Bartonsville
11.02	Property		Homewood Suites Leesburg
11.03	Property		Hampton Inn Leesburg
11.04	Property		Hampton Inn Faxon
11.05	Property		Homewood Suites Ocala
11.06	Property		Hampton Inn Williamsport
11.07	Property		Hampton Inn Bermuda Run
12	Loan	8, 22, 31, 32	Washington Avenue Portfolio	Actual/360	1	120	119	120	119	0	0	10/4/2019	6	11/6/2019	10/6/2029		10/6/2029	No
12.01	Property		Washington Avenue Properties
12.02	Property	33	319 Saint Emanuel
12.03	Property		16210 Clay
13	Loan	34	Celebration Suites	Actual/360	1	120	119	120	119	0	0	9/17/2019	6	11/6/2019	10/6/2029		10/6/2029	No
14	Loan	8, 35, 36, 37, 38, 39, 40, 41, 42, 43	Grand Canal Shoppes	Actual/360	4	120	116	120	116	0	0	6/3/2019	1	8/1/2019	7/1/2029		7/1/2029	No
15	Loan	8, 31, 44	East Village Multifamily Portfolio	Actual/360	1	120	119	120	119	0	0	9/9/2019	6	11/6/2019	10/6/2029		10/6/2029	No
15.01	Property		165-167 Avenue A
15.02	Property		211 Avenue A
15.03	Property		201 East 2nd Street
15.04	Property		500 East 11th Street
15.05	Property		191-193 Avenue A
15.06	Property		143 First Avenue
15.07	Property		129 First Avenue
15.08	Property		435 East 12th Street
16	Loan		709 Science Drive	Actual/360	2	0	0	120	118	360	358	8/28/2019	6	10/6/2019		10/6/2019	9/6/2029	No
17	Loan	45, 46	Hotel Clermont	Actual/360	0	0	0	120	120	360	360	10/7/2019	6	12/6/2019		12/6/2019	11/6/2029	No

A-1-7

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Interest Accrual Method	Seasoning	Original Interest-Only Period (Mos.)	Remaining Interest-Only Period (Mos.)	Original Term To Maturity (Mos.)	Remaining Term To Maturity (Mos.)	Original Amortization Term (Mos.)	Remaining Amortization Term (Mos.)	Origination Date	Due Date	First Due Date	Last IO Due Date	First P&I Due Date	Maturity Date	ARD (Yes / No)	Final Maturity Date
18	Loan	47, 48	Tulsa Hotel Portfolio	Actual/360	0	0	0	120	120	330	330	10/7/2019	6	12/6/2019		12/6/2019	11/6/2029	No
18.01	Property		Hampton Inn and Suites Tulsa
18.02	Property		Home2 Suites by Hilton Tulsa
19	Loan		Sunrise Apartments	Actual/360	1	120	119	120	119	0	0	10/1/2019	6	11/6/2019	10/6/2029		10/6/2029	No
20	Loan		Bergen Grand	Actual/360	1	120	119	120	119	0	0	9/27/2019	6	11/6/2019	10/6/2029		10/6/2029	No
21	Loan		Lakeview Apartments	Actual/360	1	120	119	120	119	0	0	9/18/2019	6	11/6/2019	10/6/2029		10/6/2029	No
22	Loan	8	USAA Office Portfolio	Actual/360	4	121	117	121	117	0	0	7/2/2019	6	8/6/2019	8/6/2029		8/6/2029	No
22.01	Property		Legacy Corporate Centre I & II
22.02	Property		Crosstown Center I
22.03	Property		Crosstown Center II
22.04	Property		Legacy Corporate Centre III
23	Loan	49	Hyatt House RDU Raleigh	Actual/360	1	0	0	120	119	360	359	9/24/2019	6	11/6/2019		11/6/2019	10/6/2029	No
24	Loan		CubeSmart North Bergen	Actual/360	2	60	58	120	118	360	360	8/20/2019	6	10/6/2019	9/6/2024	10/6/2024	9/6/2029	No
25	Loan	8, 31, 50, 51	American Metro Center	Actual/360	1	120	119	120	119	0	0	10/4/2019	6	11/6/2019	10/6/2029		10/6/2029	No
26	Loan	52	Windgate Crossing	Actual/360	1	120	119	120	119	0	0	9/19/2019	6	11/6/2019	10/6/2029		10/6/2029	No
27	Loan	53, 54	Bluebonnet Village	Actual/360	2	36	34	120	118	360	360	8/28/2019	6	10/6/2019	9/6/2022	10/6/2022	9/6/2029	No
28	Loan		106 Apple Street	Actual/360	0	120	120	120	120	0	0	10/8/2019	6	12/6/2019	11/6/2029		11/6/2029	No
29	Loan		Glendale Galleria	Actual/360	1	36	35	120	119	360	360	9/24/2019	6	11/6/2019	10/6/2022	11/6/2022	10/6/2029	No
30	Loan	55	Holiday Inn Express Portfolio (Birch Run and Brighton, MI)	Actual/360	1	0	0	120	119	300	299	9/18/2019	6	11/6/2019		11/6/2019	10/6/2029	No
30.01	Property		Holiday Inn Express Birch Run
30.02	Property		Holiday Inn Express Brighton
31	Loan		180 N. Main Street	Actual/360	2	120	118	120	118	0	0	8/26/2019	6	10/6/2019	9/6/2029		9/6/2029	No
32	Loan	56	Werner Apartments	Actual/360	2	120	118	120	118	0	0	8/28/2019	6	10/6/2019	9/6/2029		9/6/2029	No
33	Loan	57	2929 East Camelback	Actual/360	2	120	118	120	118	0	0	8/30/2019	6	10/6/2019	9/6/2029		9/6/2029	No
34	Loan	58	338 South Avenue 17	Actual/360	1	120	119	120	119	0	0	9/19/2019	6	11/6/2019	10/6/2029		10/6/2029	No
35	Loan		Eastgate Center	Actual/360	1	120	119	120	119	0	0	9/20/2019	6	11/6/2019	10/6/2029		10/6/2029	No
36	Loan		1211 Newell Avenue	Actual/360	2	120	118	120	118	0	0	8/26/2019	6	10/6/2019	9/6/2029		9/6/2029	No
37	Loan	59	Kingston Square	Actual/360	2	0	0	120	118	360	358	9/5/2019	6	10/6/2019		10/6/2019	9/6/2029	No
38	Loan		StorWise Self Storage Yuma	Actual/360	3	36	33	120	117	360	360	7/19/2019	6	9/6/2019	8/6/2022	9/6/2022	8/6/2029	No
39	Loan	60	South Shores Shopping Center	Actual/360	2	0	0	120	118	360	358	8/21/2019	6	10/6/2019		10/6/2019	9/6/2029	No
40	Loan		1941 Old Cuthbert Road	Actual/360	2	36	34	120	118	360	360	9/6/2019	6	10/6/2019	9/6/2022	10/6/2022	9/6/2029	No
41	Loan	61	Forum at Gilbert Ranch	Actual/360	2	0	0	120	118	360	358	8/12/2019	6	10/6/2019		10/6/2019	9/6/2029	No
42	Loan	62	WestPark Industrial	Actual/360	1	0	0	120	119	360	359	9/11/2019	6	11/6/2019		11/6/2019	10/6/2029	No
43	Loan	63	North Loop Commons	Actual/360	1	120	119	120	119	0	0	9/27/2019	6	11/6/2019	10/6/2029		10/6/2029	No
44	Loan		208 East 95th Street	Actual/360	3	120	117	120	117	0	0	8/1/2019	6	9/6/2019	8/6/2029		8/6/2029	No
45	Loan	64	Via Del Mar	Actual/360	2	0	0	120	118	360	358	8/30/2019	6	10/6/2019		10/6/2019	9/6/2029	No
46	Loan		AAA Self Storage Greensboro	Actual/360	3	24	21	120	117	360	360	7/31/2019	6	9/6/2019	8/6/2021	9/6/2021	8/6/2029	No
47	Loan		American Classic Self Storage	Actual/360	3	120	117	120	117	0	0	7/15/2019	6	9/6/2019	8/6/2029		8/6/2029	No
48	Loan		AAA Self Storage Eastchester	Actual/360	2	24	22	120	118	360	360	8/9/2019	6	10/6/2019	9/6/2021	10/6/2021	9/6/2029	No
49	Loan		StorWise Self Storage Carson City	Actual/360	3	36	33	120	117	360	360	7/19/2019	6	9/6/2019	8/6/2022	9/6/2022	8/6/2029	No

A-1-8

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Grace Period- Late Fee	Grace Period- Default	Prepayment Provision (3)	2016 EGI ($)	2016 Expenses ($)	2016 NOI ($)	2017 EGI ($)	2017 Expenses ($)	2017 NOI ($)
1	Loan	8, 9, 10	SoCal Retail Portfolio	0	0	Lockout/30_>YM or 1%/85_0%/5	23,199,707	5,426,714	17,772,993	25,444,108	5,686,484	19,757,624
1.01	Property		The Springs				3,661,670	1,048,836	2,612,834	4,006,174	1,073,858	2,932,316
1.02	Property		Summerwood				3,463,690	699,202	2,764,489	3,856,357	683,915	3,172,442
1.03	Property		Food 4 Less – Target Center				2,607,363	370,497	2,236,866	2,681,454	407,311	2,274,144
1.04	Property		El Super Center				1,950,722	522,913	1,427,809	2,393,075	576,743	1,816,332
1.05	Property		Island Plaza				1,794,035	342,576	1,451,458	2,123,336	357,820	1,765,516
1.06	Property		Baldwin Park Promenade				1,368,748	329,044	1,039,703	1,553,744	335,659	1,218,085
1.07	Property		Lynwood Plaza				1,248,718	405,141	843,577	1,399,750	453,511	946,238
1.08	Property		El Cajon (CVS)				1,057,339	206,346	850,993	1,088,230	258,500	829,730
1.09	Property		Loma Vista				1,189,907	245,523	944,384	1,242,489	232,226	1,010,263
1.10	Property		MLK Medical				934,077	132,682	801,394	988,919	136,106	852,813
1.11	Property		Hawthorne Plaza				1,118,054	208,959	909,095	1,165,693	245,517	920,176
1.12	Property		Five Points Plaza				1,062,649	352,349	710,300	1,160,805	364,576	796,228
1.13	Property		Towne Center Square				1,049,516	348,311	701,205	1,076,927	358,725	718,202
1.14	Property		Camarillo				693,221	214,335	478,886	707,155	202,018	505,138
2	Loan		One and Olney Shopping Center	0	0	Lockout/25_Defeasance/90_0%/5	6,169,307	2,006,532	4,162,774	6,437,025	1,856,560	4,580,465
3	Loan	11, 12	1950-2000 Alameda de las Pulgas	0	0	Lockout/25_>YM or 2%/92_0%/3	N/A	N/A	N/A	N/A	N/A	N/A
4	Loan		Mediterranean Apartments	0	0	Lockout/25_Defeasance/91_0%/4	4,268,372	1,036,925	3,231,447	4,442,922	975,385	3,467,537
5	Loan	8, 13, 14, 15	New Jersey Center of Excellence	0	0	Lockout/27_Defeasance/87_0%/6	N/A	N/A	N/A	N/A	N/A	N/A
6	Loan	8, 16, 17, 18	Millennium Park Plaza	2 business days grace, once per trailing 12-month period	0	Lockout/27_Defeasance/86_0%/7	19,476,677	5,920,924	13,555,753	20,409,860	6,198,041	14,211,819
7	Loan	8, 19, 20, 21	19100 Ridgewood	0	0	Lockout/11_>YM or 1%/105_0%/4	12,842,592	N/A	12,842,592	13,003,124	N/A	13,003,124
8	Loan	8, 22, 23, 24, 25	Bushwick Avenue Portfolio	0	0	Lockout/26_Defeasance/88_0%/6	N/A	N/A	N/A	N/A	N/A	N/A
8.01	Property		340 Evergreen Avenue				N/A	N/A	N/A	N/A	N/A	N/A
8.02	Property		871 Bushwick Avenue				N/A	N/A	N/A	N/A	N/A	N/A
8.03	Property		889 Bushwick Avenue				N/A	N/A	N/A	N/A	N/A	N/A
9	Loan	26	Dorel Laredo	0	0	Lockout/25_Defeasance/91_0%/4	3,965,091	2,099,241	1,865,850	4,179,531	2,227,992	1,951,540
10	Loan	27	Quebec Square at Stapleton	0	0	Lockout/25_Defeasance/55_0%/4	5,562,953	2,074,558	3,488,395	5,560,682	2,153,153	3,407,530
11	Loan	8, 23, 28,29, 30	Hilton Portfolio	0	0	Lockout/26_Defeasance/90_0%/4	21,310,158	13,850,593	7,459,565	21,902,498	13,886,423	8,016,075
11.01	Property		Hampton Inn Bartonsville				3,725,907	2,265,765	1,460,142	3,819,575	2,352,190	1,467,385
11.02	Property		Homewood Suites Leesburg				3,269,918	2,027,838	1,242,080	3,575,317	2,087,261	1,488,056
11.03	Property		Hampton Inn Leesburg				3,219,400	1,927,733	1,291,667	3,159,854	1,962,663	1,197,191
11.04	Property		Hampton Inn Faxon				2,754,103	1,882,907	871,196	2,872,156	1,922,241	949,915
11.05	Property		Homewood Suites Ocala				3,032,273	2,204,070	828,203	3,256,479	2,069,562	1,186,917
11.06	Property		Hampton Inn Williamsport				2,789,117	1,892,515	896,602	2,799,379	1,906,892	892,487
11.07	Property		Hampton Inn Bermuda Run				2,519,440	1,649,765	869,675	2,419,738	1,585,614	834,124
12	Loan	8, 22, 31, 32	Washington Avenue Portfolio	0	0	Lockout/25_Defeasance/91_0%/4	2,595,122	581,137	2,013,985	2,811,698	671,475	2,140,222
12.01	Property		Washington Avenue Properties				2,520,122	563,332	1,956,790	2,741,635	651,163	2,090,472
12.02	Property	33	319 Saint Emanuel				N/A	N/A	N/A	N/A	N/A	N/A
12.03	Property		16210 Clay				75,000	17,805	57,195	70,063	20,312	49,750
13	Loan	34	Celebration Suites	0	0	Lockout/25_Defeasance/91_0%/4	10,669,803	7,279,010	3,390,793	12,335,685	7,507,176	4,828,509
14	Loan	8, 35, 36, 37, 38, 39, 40, 41, 42, 43	Grand Canal Shoppes	0	2 business days grace, once per trailing 12-month period	Lockout/28_Defeasance/87_0%/5	112,655,066	33,296,436	79,358,630	107,586,327	33,160,381	74,425,947
15	Loan	8, 31, 44	East Village Multifamily Portfolio	0	0	Lockout/25_Defeasance/91_0%/4	7,641,977	1,504,435	6,137,543	7,900,536	1,797,370	6,103,166
15.01	Property		165-167 Avenue A				1,370,702	120,118	1,250,584	1,305,971	129,361	1,176,609
15.02	Property		211 Avenue A				1,687,259	433,772	1,253,486	1,752,876	521,546	1,231,330
15.03	Property		201 East 2nd Street				1,407,851	310,439	1,097,412	1,543,020	346,956	1,196,064
15.04	Property		500 East 11th Street				1,118,531	201,069	917,462	1,201,681	313,686	887,995
15.05	Property		191-193 Avenue A				606,148	129,155	476,994	625,326	143,254	482,073
15.06	Property		143 First Avenue				503,136	98,544	404,592	519,865	103,363	416,502
15.07	Property		129 First Avenue				414,685	70,470	344,215	418,783	72,897	345,886
15.08	Property		435 East 12th Street				533,666	140,867	392,798	533,015	166,308	366,708
16	Loan		709 Science Drive	0	0	Lockout/26_Defeasance/91_0%/3	N/A	N/A	N/A	N/A	N/A	N/A
17	Loan	45, 46	Hotel Clermont	0	0	Lockout/24_Defeasance/92_0%/4	N/A	N/A	N/A	N/A	N/A	N/A

A-1-9

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Grace Period- Late Fee	Grace Period- Default	Prepayment Provision (3)	2016 EGI ($)	2016 Expenses ($)	2016 NOI ($)	2017 EGI ($)	2017 Expenses ($)	2017 NOI ($)
18	Loan	47, 48	Tulsa Hotel Portfolio	0	0	Lockout/24_Defeasance/91_0%/5	2,812,331	1,451,094	1,361,236	4,456,494	2,330,968	2,125,526
18.01	Property		Hampton Inn and Suites Tulsa				2,812,331	1,451,094	1,361,236	2,524,940	1,355,188	1,169,752
18.02	Property		Home2 Suites by Hilton Tulsa				N/A	N/A	N/A	1,931,554	975,780	955,774
19	Loan		Sunrise Apartments	0	0	Lockout/25_Defeasance/91_0%/4	2,202,176	580,065	1,622,111	2,313,382	561,963	1,751,419
20	Loan		Bergen Grand	0	0	Lockout/25_Defeasance/91_0%/4	N/A	N/A	N/A	N/A	N/A	N/A
21	Loan		Lakeview Apartments	0	0	Lockout/25_Defeasance/91_0%/4	N/A	N/A	N/A	2,131,225	844,797	1,286,428
22	Loan	8	USAA Office Portfolio	0	0	Lockout/11_>YM or 1%/106_0%/4	N/A	N/A	N/A	N/A	N/A	N/A
22.01	Property		Legacy Corporate Centre I & II				N/A	N/A	N/A	N/A	N/A	N/A
22.02	Property		Crosstown Center I				N/A	N/A	N/A	N/A	N/A	N/A
22.03	Property		Crosstown Center II				N/A	N/A	N/A	N/A	N/A	N/A
22.04	Property		Legacy Corporate Centre III				N/A	N/A	N/A	N/A	N/A	N/A
23	Loan	49	Hyatt House RDU Raleigh	0	0	Lockout/25_Defeasance/92_0%/3	N/A	N/A	N/A	N/A	N/A	N/A
24	Loan		CubeSmart North Bergen	0	0	Lockout/26_Defeasance or >YM or 1%/88_0%/6	1,815,116	861,065	954,051	2,233,324	916,822	1,316,502
25	Loan	8, 31, 50, 51	American Metro Center	0	0	Lockout/25_Defeasance/92_0%/3	12,707,781	5,318,979	7,388,802	13,205,059	5,010,094	8,194,965
26	Loan	52	Windgate Crossing	0	0	Lockout/25_Defeasance/90_0%/5	1,197,675	195,219	1,002,457	1,139,607	200,312	939,294
27	Loan	53, 54	Bluebonnet Village	0	0	Lockout/26_Defeasance/88_0%/6	1,538,792	359,031	1,179,761	1,520,302	267,924	1,252,378
28	Loan		106 Apple Street	0	5	Lockout/24_Defeasance/92_0%/4	1,424,850	874,725	550,125	1,829,824	923,863	905,961
29	Loan		Glendale Galleria	0	0	Lockout/25_Defeasance/91_0%/4	638,937	329,681	309,256	1,465,295	411,787	1,053,508
30	Loan	55	Holiday Inn Express Portfolio (Birch Run and Brighton, MI)	0	0	Lockout/25_Defeasance/90_0%/5	2,217,971	1,390,737	827,234	3,336,221	2,302,177	1,034,045
30.01	Property		Holiday Inn Express Birch Run				2,217,971	1,390,737	827,234	2,001,462	1,373,796	627,666
30.02	Property		Holiday Inn Express Brighton				N/A	N/A	N/A	1,334,759	928,380	406,379
31	Loan		180 N. Main Street	0	0	Lockout/26_Defeasance/91_0%/3	550,000	2,078	547,922	550,000	2,078	547,922
32	Loan	56	Werner Apartments	0	0	Lockout/26_Defeasance/90_0%/4	N/A	N/A	N/A	N/A	N/A	N/A
33	Loan	57	2929 East Camelback	0	0	Lockout/26_Defeasance/87_0%/7	1,038,330	689,127	349,203	1,348,136	663,844	684,292
34	Loan	58	338 South Avenue 17	0	0	Lockout/25_Defeasance/91_0%/4	666,213	249,430	416,784	804,011	226,570	577,441
35	Loan		Eastgate Center	0	0	Lockout/12_>YM or 1%/104_0%/4	957,713	264,251	693,462	997,868	307,660	690,208
36	Loan		1211 Newell Avenue	0	0	Lockout/26_Defeasance/90_0%/4	703,587	290,180	413,406	487,536	265,915	221,621
37	Loan	59	Kingston Square	0	0	Lockout/26_Defeasance/90_0%/4	N/A	N/A	N/A	849,301	272,494	576,807
38	Loan		StorWise Self Storage Yuma	0	0	Lockout/27_Defeasance/89_0%/4	N/A	N/A	N/A	N/A	N/A	N/A
39	Loan	60	South Shores Shopping Center	0	0	Lockout/26_Defeasance/87_0%/7	964,899	220,078	744,821	959,457	220,595	738,862
40	Loan		1941 Old Cuthbert Road	0	0	Lockout/26_Defeasance/90_0%/4	N/A	N/A	N/A	N/A	N/A	N/A
41	Loan	61	Forum at Gilbert Ranch	0	0	Lockout/26_Defeasance/89_0%/5	820,986	175,280	645,705	788,553	182,968	605,585
42	Loan	62	WestPark Industrial	0	0	Lockout/25_Defeasance/90_0%/5	N/A	N/A	N/A	47,562	53,378	(5,816)
43	Loan	63	North Loop Commons	0	0	Lockout/25_Defeasance/91_0%/4	N/A	N/A	N/A	239,422	45,724	193,698
44	Loan		208 East 95th Street	0	0	Lockout/27_Defeasance/88_0%/5	408,445	114,658	293,787	351,682	129,987	221,695
45	Loan	64	Via Del Mar	0	0	Lockout/26_Defeasance/90_0%/4	520,326	212,547	307,779	445,358	162,168	283,190
46	Loan		AAA Self Storage Greensboro	0	0	Lockout/27_Defeasance/89_0%/4	374,988	160,241	214,746	501,257	152,395	348,861
47	Loan		American Classic Self Storage	0	0	Lockout/27_Defeasance/89_0%/4	703,299	248,768	454,531	722,015	258,487	463,528
48	Loan		AAA Self Storage Eastchester	0	0	Lockout/26_Defeasance/90_0%/4	N/A	N/A	N/A	N/A	N/A	N/A
49	Loan		StorWise Self Storage Carson City	0	0	Lockout/27_Defeasance/89_0%/4	211,487	100,544	110,943	251,659	110,950	140,709

A-1-10

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	2018 EGI ($)	2018 Expenses ($)	2018 NOI ($)	Most Recent EGI (if past 2018) ($)	Most Recent Expenses (if past 2018) ($)	Most Recent NOI (if past 2018) ($)	Most Recent NOI Date (if past 2018)	Most Recent # of months	Most Recent Description	Underwritten EGI ($)	Underwritten Expenses ($)	Underwritten Net Operating Income ($)
1	Loan	8, 9, 10	SoCal Retail Portfolio	25,772,434	5,693,649	20,078,785	N/A	N/A	N/A	N/A	N/A	Not Available	27,692,309	6,462,745	21,229,564
1.01	Property		The Springs	4,894,462	1,124,321	3,770,140	N/A	N/A	N/A	N/A	N/A	Not Available	5,281,583	1,172,394	4,109,189
1.02	Property		Summerwood	4,030,751	701,864	3,328,887	N/A	N/A	N/A	N/A	N/A	Not Available	3,868,877	812,404	3,056,473
1.03	Property		Food 4 Less – Target Center	2,622,197	438,728	2,183,469	N/A	N/A	N/A	N/A	N/A	Not Available	2,912,157	788,924	2,123,232
1.04	Property		El Super Center	2,008,308	566,899	1,441,410	N/A	N/A	N/A	N/A	N/A	Not Available	2,727,097	586,230	2,140,868
1.05	Property		Island Plaza	2,023,523	379,446	1,644,077	N/A	N/A	N/A	N/A	N/A	Not Available	2,086,766	460,260	1,626,505
1.06	Property		Baldwin Park Promenade	1,629,991	333,738	1,296,253	N/A	N/A	N/A	N/A	N/A	Not Available	1,570,073	331,448	1,238,625
1.07	Property		Lynwood Plaza	1,348,490	428,718	919,772	N/A	N/A	N/A	N/A	N/A	Not Available	1,628,148	425,428	1,202,720
1.08	Property		El Cajon (CVS)	1,109,415	232,435	876,980	N/A	N/A	N/A	N/A	N/A	Not Available	1,252,537	257,257	995,280
1.09	Property		Loma Vista	1,179,935	233,345	946,589	N/A	N/A	N/A	N/A	N/A	Not Available	1,222,600	233,257	989,343
1.10	Property		MLK Medical	973,355	135,300	838,055	N/A	N/A	N/A	N/A	N/A	Not Available	1,065,556	218,892	846,663
1.11	Property		Hawthorne Plaza	1,112,891	227,925	884,967	N/A	N/A	N/A	N/A	N/A	Not Available	1,038,621	260,529	778,092
1.12	Property		Five Points Plaza	1,037,964	395,569	642,395	N/A	N/A	N/A	N/A	N/A	Not Available	1,350,626	422,108	928,518
1.13	Property		Towne Center Square	1,093,775	319,455	774,319	N/A	N/A	N/A	N/A	N/A	Not Available	1,040,173	317,001	723,172
1.14	Property		Camarillo	707,376	175,905	531,471	N/A	N/A	N/A	N/A	N/A	Not Available	647,497	176,613	470,884
2	Loan		One and Olney Shopping Center	6,818,002	1,984,981	4,833,021	6,576,650	1,971,307	4,605,343	7/31/2019	12	Trailing 12	7,003,353	1,976,467	5,026,887
3	Loan	11, 12	1950-2000 Alameda de las Pulgas	N/A	N/A	N/A	6,033,433	2,371,484	3,661,949	4/30/2019	12	Trailing 12	7,372,527	2,698,854	4,673,674
4	Loan		Mediterranean Apartments	4,545,300	1,225,583	3,319,717	4,490,994	1,177,566	3,313,428	8/31/2019	12	Trailing 12	4,695,176	1,404,806	3,290,370
5	Loan	8, 13, 14, 15	New Jersey Center of Excellence	N/A	N/A	N/A	23,047,710	13,490,652	9,557,058	4/30/2019	12	Trailing 12	26,445,657	14,057,622	12,388,036
6	Loan	8, 16, 17, 18	Millennium Park Plaza	21,775,900	6,410,039	15,365,861	22,194,678	6,549,845	15,644,833	5/31/2019	12	Trailing 12	22,411,024	6,752,423	15,658,602
7	Loan	8, 19, 20, 21	19100 Ridgewood	13,165,663	N/A	13,165,663	13,247,523	N/A	13,247,523	6/30/2019	12	Trailing 12	23,068,450	9,270,507	13,797,943
8	Loan	8, 22, 23, 24, 25	Bushwick Avenue Portfolio	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	Not Available	10,317,252	1,437,967	8,879,285
8.01	Property		340 Evergreen Avenue	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	Not Available	5,068,092	1,022,316	4,045,776
8.02	Property		871 Bushwick Avenue	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	Not Available	3,420,000	102,600	3,317,400
8.03	Property		889 Bushwick Avenue	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	Not Available	1,829,160	313,051	1,516,109
9	Loan	26	Dorel Laredo	4,705,033	2,205,499	2,499,534	4,795,832	2,261,387	2,534,446	7/31/2019	12	Trailing 12	4,795,832	2,274,184	2,521,648
10	Loan	27	Quebec Square at Stapleton	5,604,109	2,045,411	3,558,697	5,757,870	2,188,986	3,568,884	6/30/2019	12	Trailing 12	6,040,220	2,681,896	3,358,325
11	Loan	8, 23, 28,29, 30	Hilton Portfolio	23,315,006	14,640,021	8,674,985	23,901,279	14,817,445	9,083,834	6/30/2019	12	Trailing 12	23,901,279	14,661,204	9,240,075
11.01	Property		Hampton Inn Bartonsville	4,283,657	2,558,981	1,724,676	4,392,513	2,616,780	1,775,733	6/30/2019	12	Trailing 12	4,392,513	2,572,575	1,819,938
11.02	Property		Homewood Suites Leesburg	3,761,936	2,140,562	1,621,374	3,717,078	2,129,529	1,587,549	6/30/2019	12	Trailing 12	3,717,078	2,097,431	1,619,647
11.03	Property		Hampton Inn Leesburg	3,481,519	2,134,130	1,347,389	3,519,666	2,156,247	1,363,419	6/30/2019	12	Trailing 12	3,519,666	2,099,585	1,420,081
11.04	Property		Hampton Inn Faxon	3,416,947	2,079,966	1,336,981	3,483,569	2,086,197	1,397,372	6/30/2019	12	Trailing 12	3,483,569	2,055,664	1,427,905
11.05	Property		Homewood Suites Ocala	3,251,718	2,151,020	1,100,698	3,264,274	2,115,416	1,148,858	6/30/2019	12	Trailing 12	3,264,274	2,103,020	1,161,254
11.06	Property		Hampton Inn Williamsport	2,705,075	1,959,083	745,992	3,160,226	2,090,797	1,069,429	6/30/2019	12	Trailing 12	3,160,226	2,132,237	1,027,989
11.07	Property		Hampton Inn Bermuda Run	2,414,154	1,616,279	797,875	2,363,953	1,622,479	741,474	6/30/2019	12	Trailing 12	2,363,953	1,600,692	763,261
12	Loan	8, 22, 31, 32	Washington Avenue Portfolio	3,476,213	1,063,092	2,413,122	3,607,154	1,073,260	2,533,895	7/31/2019	12	Trailing 12	5,394,081	1,307,106	4,086,975
12.01	Property		Washington Avenue Properties	3,344,533	752,841	2,591,692	3,474,569	773,259	2,701,310	7/31/2019	12	Trailing 12	4,146,381	955,147	3,191,234
12.02	Property	33	319 Saint Emanuel	62,930	286,879	(223,949)	57,585	273,866	(216,281)	7/31/2019	12	Trailing 12	1,176,450	334,009	842,441
12.03	Property		16210 Clay	68,750	23,371	45,379	75,000	26,135	48,865	7/31/2019	12	Trailing 12	71,250	17,950	53,300
13	Loan	34	Celebration Suites	12,715,389	7,143,976	5,571,413	12,759,534	7,287,365	5,472,169	6/30/2019	12	Trailing 12	12,758,808	7,206,195	5,552,613
14	Loan	8, 35, 36, 37, 38, 39, 40, 41, 42, 43	Grand Canal Shoppes	103,110,653	31,784,180	71,326,473	102,473,435	31,007,624	71,465,811	3/31/2019	12	Trailing 12	104,029,334	31,007,624	73,021,709
15	Loan	8, 31, 44	East Village Multifamily Portfolio	8,061,224	2,015,383	6,045,841	8,202,287	2,156,636	6,045,651	7/31/2019	12	Trailing 12	8,385,579	2,366,088	6,019,492
15.01	Property		165-167 Avenue A	1,452,762	148,812	1,303,950	1,454,270	152,935	1,301,335	7/31/2019	12	Trailing 12	1,456,682	152,865	1,303,818
15.02	Property		211 Avenue A	1,787,376	575,201	1,212,175	1,824,871	642,271	1,182,600	7/31/2019	12	Trailing 12	1,938,253	719,070	1,219,183
15.03	Property		201 East 2nd Street	1,579,915	384,982	1,194,933	1,553,600	408,040	1,145,560	7/31/2019	12	Trailing 12	1,610,656	459,177	1,151,478
15.04	Property		500 East 11th Street	1,237,638	373,945	863,693	1,298,169	403,063	895,106	7/31/2019	12	Trailing 12	1,284,023	455,423	828,600
15.05	Property		191-193 Avenue A	641,960	141,525	500,435	649,031	145,034	503,997	7/31/2019	12	Trailing 12	669,650	148,609	521,041
15.06	Property		143 First Avenue	425,750	105,430	320,320	452,132	103,395	348,737	7/31/2019	12	Trailing 12	478,941	105,172	373,769
15.07	Property		129 First Avenue	428,759	74,743	354,015	416,293	77,949	338,344	7/31/2019	12	Trailing 12	410,341	79,205	331,137
15.08	Property		435 East 12th Street	507,065	210,746	296,319	553,922	223,950	329,972	7/31/2019	12	Trailing 12	537,033	246,567	290,466
16	Loan		709 Science Drive	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	Not Available	2,927,252	546,534	2,380,718
17	Loan	45, 46	Hotel Clermont	N/A	N/A	N/A	11,029,445	7,733,876	3,295,568	8/31/2019	12	Trailing 12	11,029,891	7,922,957	3,106,934

A-1-11

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	2018 EGI ($)	2018 Expenses ($)	2018 NOI ($)	Most Recent EGI (if past 2018) ($)	Most Recent Expenses (if past 2018) ($)	Most Recent NOI (if past 2018) ($)	Most Recent NOI Date (if past 2018)	Most Recent # of months	Most Recent Description	Underwritten EGI ($)	Underwritten Expenses ($)	Underwritten Net Operating Income ($)
18	Loan	47, 48	Tulsa Hotel Portfolio	4,842,383	2,537,296	2,305,087	5,068,659	2,493,399	2,575,258	7/31/2019	12	Trailing 12	5,068,658	2,505,053	2,563,605
18.01	Property		Hampton Inn and Suites Tulsa	2,630,685	1,410,006	1,220,679	2,740,182	1,400,705	1,339,476	7/31/2019	12	Trailing 12	2,740,182	1,402,260	1,337,921
18.02	Property		Home2 Suites by Hilton Tulsa	2,211,698	1,127,290	1,084,408	2,328,477	1,092,694	1,235,782	7/31/2019	12	Trailing 12	2,328,477	1,102,793	1,225,683
19	Loan		Sunrise Apartments	2,378,958	587,845	1,791,113	2,458,991	586,675	1,872,317	8/31/2019	12	Trailing 12	2,461,888	676,396	1,785,492
20	Loan		Bergen Grand	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	Not Available	1,799,011	432,118	1,366,893
21	Loan		Lakeview Apartments	2,236,809	903,923	1,332,887	2,280,091	882,139	1,397,951	7/31/2019	12	Trailing 12	2,284,049	901,423	1,382,627
22	Loan	8	USAA Office Portfolio	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	Not Available	31,543,524	7,885,881	23,657,643
22.01	Property		Legacy Corporate Centre I & II	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	Not Available	8,793,660	2,198,415	6,595,245
22.02	Property		Crosstown Center I	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	Not Available	8,883,037	2,220,759	6,662,278
22.03	Property		Crosstown Center II	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	Not Available	8,475,444	2,118,861	6,356,583
22.04	Property		Legacy Corporate Centre III	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	Not Available	5,391,383	1,347,846	4,043,538
23	Loan	49	Hyatt House RDU Raleigh	3,373,953	2,365,040	1,008,913	4,772,286	2,833,706	1,938,579	8/31/2019	12	Trailing 12	4,772,286	2,815,467	1,956,818
24	Loan		CubeSmart North Bergen	2,337,852	916,038	1,421,814	2,253,883	932,751	1,321,132	6/30/2019	12	Trailing 12	2,253,883	936,611	1,317,272
25	Loan	8, 31, 50, 51	American Metro Center	11,403,898	5,296,650	6,107,248	N/A	N/A	N/A	N/A	N/A	Not Available	2,325,000	N/A	2,325,000
26	Loan	52	Windgate Crossing	1,155,765	281,539	874,226	1,272,897	290,203	982,694	6/30/2019	12	Trailing 12	1,461,922	318,949	1,142,974
27	Loan	53, 54	Bluebonnet Village	1,532,677	310,486	1,222,191	1,512,802	315,551	1,197,250	6/30/2019	12	Trailing 12	1,559,993	349,227	1,210,766
28	Loan		106 Apple Street	2,072,894	838,262	1,234,632	N/A	N/A	N/A	N/A	N/A	Not Available	2,215,718	845,081	1,370,637
29	Loan		Glendale Galleria	1,627,560	441,215	1,186,345	1,614,896	430,201	1,184,695	6/30/2019	12	Trailing 12	1,662,071	428,837	1,233,234
30	Loan	55	Holiday Inn Express Portfolio (Birch Run and Brighton, MI)	4,535,544	3,066,875	1,468,669	4,475,021	2,979,739	1,495,282	6/30/2019	12	Trailing 12	4,475,021	2,928,516	1,546,505
30.01	Property		Holiday Inn Express Birch Run	2,362,788	1,532,693	830,095	2,444,583	1,513,491	931,092	6/30/2019	12	Trailing 12	2,444,583	1,494,215	950,367
30.02	Property		Holiday Inn Express Brighton	2,172,756	1,534,182	638,575	2,030,438	1,466,248	564,190	6/30/2019	12	Trailing 12	2,030,438	1,434,301	596,137
31	Loan		180 N. Main Street	550,000	2,078	547,922	550,000	2,215	547,785	6/30/2019	12	Trailing 12	612,500	N/A	612,500
32	Loan	56	Werner Apartments	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	Not Available	1,084,181	273,035	811,145
33	Loan	57	2929 East Camelback	1,504,180	668,729	835,452	1,558,001	715,255	842,746	6/30/2019	12	Trailing 12	1,700,739	699,087	1,001,652
34	Loan	58	338 South Avenue 17	555,310	248,975	306,335	766,269	391,003	375,266	6/30/2019	12	Trailing 12	1,284,371	462,097	822,274
35	Loan		Eastgate Center	981,238	310,894	670,344	1,005,289	329,033	676,256	7/31/2019	12	Trailing 12	1,072,703	331,497	741,205
36	Loan		1211 Newell Avenue	247,785	223,473	24,312	580,467	292,364	288,103	6/30/2019	12	Trailing 12	896,713	275,941	620,772
37	Loan	59	Kingston Square	859,141	271,020	588,121	880,061	265,590	614,471	4/30/2019	12	Trailing 12	956,306	284,330	671,976
38	Loan		StorWise Self Storage Yuma	717,173	259,889	457,284	755,757	273,559	482,198	5/31/2019	12	Trailing 12	755,757	244,640	511,117
39	Loan	60	South Shores Shopping Center	1,065,113	246,342	818,771	N/A	N/A	N/A	N/A	N/A	Not Available	840,421	228,757	611,664
40	Loan		1941 Old Cuthbert Road	N/A	N/A	N/A	448,706	190,244	258,462	8/19/2019	12	Trailing 12	714,545	240,507	474,039
41	Loan	61	Forum at Gilbert Ranch	906,281	182,875	723,406	935,825	183,747	752,078	6/30/2019	12	Trailing 12	910,618	184,327	726,292
42	Loan	62	WestPark Industrial	553,317	67,328	485,989	628,122	88,556	539,567	6/30/2019	12	Trailing 12	638,829	104,852	533,977
43	Loan	63	North Loop Commons	418,986	190,063	228,924	537,718	135,983	401,735	8/31/2019	12	Trailing 12	549,641	156,982	392,658
44	Loan		208 East 95th Street	305,779	159,471	146,308	324,289	146,479	177,810	6/30/2019	12	Trailing 12	495,193	180,466	314,727
45	Loan	64	Via Del Mar	594,745	170,229	424,516	717,661	165,575	552,086	7/31/2019	12	Trailing 12	776,020	194,414	581,606
46	Loan		AAA Self Storage Greensboro	533,515	170,629	362,886	543,411	179,314	364,098	6/30/2019	12	Trailing 12	543,411	172,405	371,006
47	Loan		American Classic Self Storage	755,233	291,129	464,104	760,675	290,543	470,132	5/31/2019	12	Trailing 12	760,675	289,319	471,357
48	Loan		AAA Self Storage Eastchester	N/A	N/A	N/A	340,882	139,487	201,395	7/31/2019	12	Trailing 12	509,064	166,104	342,960
49	Loan		StorWise Self Storage Carson City	309,195	132,290	176,905	315,821	123,841	191,980	5/31/2019	12	Trailing 12	315,821	112,889	202,932

A-1-12

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Debt Yield on Underwritten Net Operating Income (%)	Underwritten Replacement / FF&E Reserve ($)	Underwritten TI / LC ($)	Underwritten Net Cash Flow ($)	Underwritten NCF DSCR (x) (4)	Debt Yield on Underwritten Net Cash Flow (%)	Appraised Value ($)	Appraisal Date	As Is Appraised Value ($)	As Is Appraisal Date	Cut-off Date LTV Ratio (%)
1	Loan	8, 9, 10	SoCal Retail Portfolio	9.9%	296,246	740,616	20,192,703	2.28	9.4%	413,250,000	3/1/2019	413,250,000	3/1/2019	52.0%
1.01	Property		The Springs		79,544	198,859	3,830,786			87,000,000	3/1/2019	87,000,000	3/1/2019
1.02	Property		Summerwood		35,754	89,385	2,931,334			58,000,000	3/1/2019	58,000,000	3/1/2019
1.03	Property		Food 4 Less – Target Center		39,287	98,218	1,985,727			45,000,000	3/1/2019	45,000,000	3/1/2019
1.04	Property		El Super Center		23,446	58,615	2,058,807			40,000,000	3/1/2019	40,000,000	3/1/2019
1.05	Property		Island Plaza		15,554	38,886	1,572,064			30,500,000	3/1/2019	30,500,000	3/1/2019
1.06	Property		Baldwin Park Promenade		9,981	24,953	1,203,691			23,700,000	3/1/2019	23,700,000	3/1/2019
1.07	Property		Lynwood Plaza		15,049	37,623	1,150,049			23,500,000	3/1/2019	23,500,000	3/1/2019
1.08	Property		El Cajon (CVS)		5,997	14,993	974,290			15,500,000	3/1/2019	15,500,000	3/1/2019
1.09	Property		Loma Vista		19,509	48,774	921,060			17,000,000	3/1/2019	17,000,000	3/1/2019
1.10	Property		MLK Medical		6,500	16,250	823,913			15,200,000	3/1/2019	15,200,000	3/1/2019
1.11	Property		Hawthorne Plaza		14,150	35,375	728,567			17,500,000	3/1/2019	17,500,000	3/1/2019
1.12	Property		Five Points Plaza		17,907	44,769	865,842			17,100,000	3/1/2019	17,100,000	3/1/2019
1.13	Property		Towne Center Square		11,502	28,755	682,915			14,600,000	3/1/2019	14,600,000	3/1/2019
1.14	Property		Camarillo		2,065	5,162	463,657			8,650,000	3/1/2019	8,650,000	3/1/2019
2	Loan		One and Olney Shopping Center	10.1%	51,932	198,879	4,776,075	2.71	9.6%	76,000,000	7/12/2019	76,000,000	7/12/2019	65.8%
3	Loan	11, 12	1950-2000 Alameda de las Pulgas	9.4%	30,667	200,000	4,443,006	2.33	8.9%	74,000,000	8/21/2019	74,000,000	8/21/2019	67.4%
4	Loan		Mediterranean Apartments	8.8%	79,104	0	3,211,266	2.18	8.6%	76,270,000	9/15/2019	76,270,000	9/15/2019	49.2%
5	Loan	8, 13, 14, 15	New Jersey Center of Excellence	13.6%	298,527	905,584	11,183,925	3.24	12.3%	153,000,000	4/4/2019	153,000,000	4/4/2019	59.6%
6	Loan	8, 16, 17, 18	Millennium Park Plaza	7.5%	11,400	0	15,647,202	2.01	7.5%	319,000,000	6/10/2019	319,000,000	6/10/2019	65.8%
7	Loan	8, 19, 20, 21	19100 Ridgewood	9.9%	154,504	1,081,530	12,561,909	2.42	9.0%	200,500,000	7/26/2019	200,500,000	7/26/2019	69.8%
8	Loan	8, 22, 23, 24, 25	Bushwick Avenue Portfolio	6.8%	44,600	0	8,834,685	1.81	6.8%	200,000,000	7/18/2019	200,000,000	7/18/2019	65.0%
8.01	Property		340 Evergreen Avenue		33,600	N/A	4,012,176			103,000,000	7/18/2019	103,000,000	7/18/2019
8.02	Property		871 Bushwick Avenue		N/A	N/A	3,317,400			61,000,000	7/18/2019	61,000,000	7/18/2019
8.03	Property		889 Bushwick Avenue		11,000	N/A	1,505,109			36,000,000	7/18/2019	36,000,000	7/18/2019
9	Loan	26	Dorel Laredo	8.8%	106,250	0	2,415,398	2.12	8.5%	40,900,000	8/14/2019	40,900,000	8/14/2019	69.7%
10	Loan	27	Quebec Square at Stapleton	12.0%	56,055	136,231	3,166,039	2.09	11.3%	46,500,000	7/30/2019	46,500,000	7/30/2019	60.2%
11	Loan	8, 23, 28,29, 30	Hilton Portfolio	13.6%	956,051	0	8,284,023	2.05	12.2%	110,000,000	6/1/2019	104,000,000	6/1/2019	61.8%
11.01	Property		Hampton Inn Bartonsville		175,701	N/A	1,644,237			19,500,000	6/1/2019	19,500,000	6/1/2019
11.02	Property		Homewood Suites Leesburg		148,683	N/A	1,470,964			17,500,000	6/1/2019	17,500,000	6/1/2019
11.03	Property		Hampton Inn Leesburg		140,787	N/A	1,279,294			17,000,000	6/1/2019	17,000,000	6/1/2019
11.04	Property		Hampton Inn Faxon		139,343	N/A	1,288,562			14,500,000	6/1/2019	14,500,000	6/1/2019
11.05	Property		Homewood Suites Ocala		130,571	N/A	1,030,683			14,000,000	6/1/2019	14,000,000	6/1/2019
11.06	Property		Hampton Inn Williamsport		126,409	N/A	901,580			11,000,000	6/1/2019	11,000,000	6/1/2019
11.07	Property		Hampton Inn Bermuda Run		94,558	N/A	668,703			10,500,000	6/1/2019	10,500,000	6/1/2019
12	Loan	8, 22, 31, 32	Washington Avenue Portfolio	10.5%	18,754	100,000	3,968,222	2.95	10.2%	60,700,000	Various	60,700,000	Various	64.3%
12.01	Property		Washington Avenue Properties		8,271	44,103	3,138,860			50,450,000	Various	50,450,000	Various
12.02	Property	33	319 Saint Emanuel		8,438	44,991	789,012			9,600,000	9/4/2019	9,600,000	9/4/2019
12.03	Property		16210 Clay		2,045	10,906	40,349			650,000	9/4/2019	650,000	9/4/2019
13	Loan	34	Celebration Suites	21.8%	637,940	0	4,914,672	4.58	19.3%	52,000,000	9/1/2019	52,000,000	9/1/2019	49.0%
14	Loan	8, 35, 36, 37, 38, 39, 40, 41, 42, 43	Grand Canal Shoppes	9.6%	0	2,023,806	70,997,903	2.46	9.3%	1,640,000,000	4/3/2019	1,640,000,000	4/3/2019	46.3%
15	Loan	8, 31, 44	East Village Multifamily Portfolio	7.0%	36,000	0	5,983,492	2.07	7.0%	139,800,000	8/22/2019	139,800,000	8/22/2019	61.2%
15.01	Property		165-167 Avenue A		4,250	N/A	1,299,568			29,000,000	8/22/2019	29,000,000	8/22/2019
15.02	Property		211 Avenue A		8,750	N/A	1,210,433			28,600,000	8/22/2019	28,600,000	8/22/2019
15.03	Property		201 East 2nd Street		6,250	N/A	1,145,228			27,700,000	8/22/2019	27,700,000	8/22/2019
15.04	Property		500 East 11th Street		6,000	N/A	822,600			19,300,000	8/22/2019	19,300,000	8/22/2019
15.05	Property		191-193 Avenue A		2,250	N/A	518,791			11,500,000	8/22/2019	11,500,000	8/22/2019
15.06	Property		143 First Avenue		2,000	N/A	371,769			8,700,000	8/22/2019	8,700,000	8/22/2019
15.07	Property		129 First Avenue		2,000	N/A	329,137			8,200,000	8/22/2019	8,200,000	8/22/2019
15.08	Property		435 East 12th Street		4,500	N/A	285,966			6,800,000	8/22/2019	6,800,000	8/22/2019
16	Loan		709 Science Drive	10.7%	38,023	0	2,342,695	1.84	10.5%	35,400,000	6/25/2019	35,400,000	6/25/2019	63.0%
17	Loan	45, 46	Hotel Clermont	14.1%	441,196	0	2,665,738	2.03	12.1%	36,600,000	7/22/2019	36,600,000	7/22/2019	60.1%

A-1-13

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Debt Yield on Underwritten Net Operating Income (%)	Underwritten Replacement / FF&E Reserve ($)	Underwritten TI / LC ($)	Underwritten Net Cash Flow ($)	Underwritten NCF DSCR (x) (4)	Debt Yield on Underwritten Net Cash Flow (%)	Appraised Value ($)	Appraisal Date	As Is Appraised Value ($)	As Is Appraisal Date	Cut-off Date LTV Ratio (%)
18	Loan	47, 48	Tulsa Hotel Portfolio	12.2%	202,746	0	2,360,858	1.85	11.2%	33,100,000	8/23/2019	33,100,000	8/23/2019	63.4%
18.01	Property		Hampton Inn and Suites Tulsa		109,607	N/A	1,228,314			17,500,000	8/23/2019	17,500,000	8/23/2019
18.02	Property		Home2 Suites by Hilton Tulsa		93,139	N/A	1,132,544			15,600,000	8/23/2019	15,600,000	8/23/2019
19	Loan		Sunrise Apartments	9.0%	38,753	0	1,746,739	2.53	8.8%	37,850,000	9/13/2019	37,850,000	9/13/2019	52.3%
20	Loan		Bergen Grand	7.3%	18,000	0	1,348,893	1.74	7.2%	30,400,000	8/5/2019	30,400,000	8/5/2019	61.7%
21	Loan		Lakeview Apartments	7.5%	26,500	0	1,356,127	1.99	7.3%	27,400,000	8/29/2019	27,400,000	8/29/2019	67.5%
22	Loan	8	USAA Office Portfolio	9.8%	176,298	0	23,481,345	2.84	9.7%	380,000,000	6/7/2019	380,000,000	6/7/2019	63.8%
22.01	Property		Legacy Corporate Centre I & II		47,785	N/A	6,547,460			114,824,056	6/7/2019	114,824,056	6/7/2019
22.02	Property		Crosstown Center I		52,174	N/A	6,610,104			106,065,678	6/7/2019	106,065,678	6/7/2019
22.03	Property		Crosstown Center II		47,310	N/A	6,309,273			93,934,322	6/7/2019	93,934,322	6/7/2019
22.04	Property		Legacy Corporate Centre III		29,029	N/A	4,014,509			65,175,943	6/7/2019	65,175,943	6/7/2019
23	Loan	49	Hyatt House RDU Raleigh	13.1%	190,891	0	1,765,927	2.02	11.8%	22,900,000	8/14/2019	22,900,000	8/14/2019	65.4%
24	Loan		CubeSmart North Bergen	9.1%	11,150	0	1,306,123	1.65	9.0%	26,260,000	7/19/2019	26,260,000	7/19/2019	55.2%
25	Loan	8, 31, 50, 51	American Metro Center	7.0%	0	0	2,325,000	1.66	7.0%	48,600,000	8/21/2019	48,600,000	8/21/2019	68.3%
26	Loan	52	Windgate Crossing	9.1%	8,589	39,042	1,095,342	2.31	8.8%	20,100,000	8/14/2019	19,000,000	8/14/2019	62.2%
27	Loan	53, 54	Bluebonnet Village	10.3%	0	20,284	1,190,482	1.72	10.2%	16,300,000	7/19/2019	16,300,000	7/19/2019	71.9%
28	Loan		106 Apple Street	11.9%	22,989	74,947	1,272,700	2.91	11.1%	17,000,000	6/17/2019	17,000,000	6/17/2019	67.6%
29	Loan		Glendale Galleria	11.9%	34,382	77,691	1,121,160	1.90	10.8%	14,800,000	7/29/2019	14,800,000	7/29/2019	70.0%
30	Loan	55	Holiday Inn Express Portfolio (Birch Run and Brighton, MI)	15.1%	203,447	0	1,343,058	1.95	13.1%	17,800,000	8/12/2019	17,800,000	8/12/2019	57.5%
30.01	Property		Holiday Inn Express Birch Run		122,229	N/A	828,138			10,500,000	8/12/2019	10,500,000	8/12/2019
30.02	Property		Holiday Inn Express Brighton		81,218	N/A	514,920			7,300,000	8/12/2019	7,300,000	8/12/2019
31	Loan		180 N. Main Street	6.0%	0	0	612,500	1.34	6.0%	14,600,000	7/11/2019	14,600,000	7/11/2019	69.9%
32	Loan	56	Werner Apartments	8.0%	14,750	0	796,395	2.15	7.9%	16,650,000	9/1/2019	16,630,000	7/29/2019	60.7%
33	Loan	57	2929 East Camelback	10.6%	15,265	48,617	937,769	2.78	9.9%	15,000,000	8/6/2019	15,000,000	8/6/2019	62.8%
34	Loan	58	338 South Avenue 17	9.1%	7,288	31,442	783,544	2.22	8.7%	15,500,000	8/23/2019	15,500,000	8/23/2019	58.1%
35	Loan		Eastgate Center	9.3%	15,311	45,934	679,960	2.02	8.5%	13,650,000	8/15/2019	13,650,000	8/15/2019	58.6%
36	Loan		1211 Newell Avenue	9.0%	5,008	30,046	585,718	2.09	8.5%	11,400,000	7/1/2019	11,400,000	7/1/2019	60.5%
37	Loan	59	Kingston Square	11.1%	10,265	28,433	633,278	1.83	10.5%	8,700,000	6/3/2019	8,700,000	6/3/2019	69.3%
38	Loan		StorWise Self Storage Yuma	8.8%	9,750	0	501,367	1.48	8.6%	8,090,000	6/10/2019	8,090,000	6/10/2019	71.7%
39	Loan	60	South Shores Shopping Center	10.7%	8,222	17,822	585,619	1.84	10.2%	7,700,000	7/16/2019	7,700,000	7/16/2019	74.3%
40	Loan		1941 Old Cuthbert Road	9.5%	12,494	33,317	428,228	1.52	8.6%	7,300,000	8/6/2019	7,300,000	8/6/2019	68.5%
41	Loan	61	Forum at Gilbert Ranch	14.6%	5,184	25,919	695,189	2.49	13.9%	11,250,000	7/5/2019	11,250,000	7/5/2019	44.3%
42	Loan	62	WestPark Industrial	11.2%	18,640	30,000	485,337	1.76	10.2%	6,500,000	8/7/2019	6,500,000	8/7/2019	73.1%
43	Loan	63	North Loop Commons	8.8%	1,683	16,830	374,145	1.92	8.4%	6,930,000	9/4/2019	6,930,000	9/4/2019	64.2%
44	Loan		208 East 95th Street	7.2%	3,750	0	310,977	1.52	7.1%	7,200,000	6/13/2019	7,200,000	6/13/2019	61.1%
45	Loan	64	Via Del Mar	13.2%	12,559	42,453	526,594	1.94	12.0%	6,500,000	8/5/2019	6,500,000	8/5/2019	67.6%
46	Loan		AAA Self Storage Greensboro	9.0%	5,766	0	365,240	1.59	8.9%	6,160,000	7/12/2019	6,160,000	7/12/2019	66.6%
47	Loan		American Classic Self Storage	11.8%	9,165	0	462,192	3.08	11.6%	7,860,000	6/7/2019	7,860,000	6/7/2019	50.9%
48	Loan		AAA Self Storage Eastchester	9.5%	5,255	0	337,705	1.70	9.4%	7,050,000	7/19/2019	7,050,000	7/19/2019	51.1%
49	Loan		StorWise Self Storage Carson City	9.2%	4,208	0	198,724	1.55	9.0%	3,120,000	6/6/2019	3,120,000	6/6/2019	70.5%

A-1-14

GSMS 2019-GSA1 Annex A-1

Control Number

Loan / Property Flag

Footnotes

Property Name

LTV Ratio at Maturity (%)

Occupancy (%) (5)

Occupancy Date

ADR ($)

RevPAR ($)

Largest Tenant

Largest Tenant Sq Ft

Largest Tenant Lease Expiration (6)

Second Largest Tenant

Second Largest Tenant Sq Ft

Second Largest Tenant Lease Expiration (6)

1

Loan

8, 9, 10

SoCal Retail Portfolio

52.0%

99.0%

NAP

NAP

1.01

Property

The Springs

98.4%

3/1/2019

NAP

NAP

The Home Depot

149,591

1/31/2034

Burlington Coat Factory

43,712

2/28/2029

1.02

Property

Summerwood

100.0%

3/1/2019

NAP

NAP

Smart & Final

31,500

6/30/2021

Marshalls

28,230

9/30/2022

1.03

Property

Food 4 Less – Target Center

100.0%

3/1/2019

NAP

NAP

Target

133,987

1/31/2028

Food 4 Less

52,924

6/30/2033

1.04

Property

El Super Center

100.0%

3/1/2019

NAP

NAP

El Super

45,000

3/31/2027

Warehouse Shoes

16,722

12/31/2022

1.05

Property

Island Plaza

100.0%

3/1/2019

NAP

NAP

Island Pacific Market

31,000

12/31/2023

99 Cents Only Stores LLC

15,000

1/31/2027

1.06

Property

Baldwin Park Promenade

100.0%

3/1/2019

NAP

NAP

Smart & Final

20,725

12/31/2022

CVS

13,013

3/31/2032

1.07

Property

Lynwood Plaza

96.0%

3/1/2019

NAP

NAP

Smart & Final

20,925

9/30/2023

99cents Only Store

18,000

1/30/2022

1.08

Property

El Cajon (CVS)

100.0%

3/1/2019

NAP

NAP

CVS

16,784

10/6/2025

Northpark Produce

9,482

8/31/2022

1.09

Property

Loma Vista

99.2%

3/1/2019

NAP

NAP

Superior Super Warehouse

81,071

4/30/2021

China Cook

2,145

9/30/2024

1.10

Property

MLK Medical

100.0%

3/1/2019

NAP

NAP

ALTAMED Health Services

15,000

1/31/2024

Kaiser Foundation Health Plan

12,500

9/30/2021

1.11

Property

Hawthorne Plaza

100.0%

3/1/2019

NAP

NAP

WalMart

35,500

7/9/2023

Marshalls

35,250

10/31/2020

1.12

Property

Five Points Plaza

95.6%

3/1/2019

NAP

NAP

El Super

46,967

3/31/2025

Planet Fitness

19,700

5/31/2029

1.13

Property

Towne Center Square

100.0%

3/1/2019

NAP

NAP

Seafood City Supermarket

28,583

10/31/2023

Tuesday Morning, Inc

15,343

7/31/2026

1.14

Property

Camarillo

100.0%

3/1/2019

NAP

NAP

Smash Burger

2,600

11/25/2024

Chipotle

2,400

12/31/2024

2

Loan

One and Olney Shopping Center

65.8%

98.4%

9/1/2019

NAP

NAP

ShopRite

68,935

1/31/2028

Hair Buzz

30,000

5/31/2029

3

Loan

11, 12

1950-2000 Alameda de las Pulgas

67.4%

92.9%

9/6/2019

NAP

NAP

County of San Mateo

84,384

9/30/2027

Edgewood Partners

16,175

3/31/2021

4

Loan

Mediterranean Apartments

49.2%

94.5%

9/13/2019

NAP

NAP

NAP

NAP

5

Loan

8, 13, 14, 15

New Jersey Center of Excellence

59.6%

92.3%

3/11/2019

NAP

NAP

Ashland, Inc.

198,000

4/30/2030

Nestle Health Science

182,427

9/30/2031

6

Loan

8, 16, 17, 18

Millennium Park Plaza

65.8%

99.2%

5/31/2019

NAP

NAP

CenturyLink, Inc.

9,558

9/30/2023

Broadwing Communications

6,000

1/27/2020

7

Loan

8, 19, 20, 21

19100 Ridgewood

69.8%

100.0%

10/1/2019

NAP

NAP

Marathon Petroleum

618,017

5/31/2029

NAP

8

Loan

8, 22, 23, 24, 25

Bushwick Avenue Portfolio

65.0%

94.6%

NAP

NAP

8.01

Property

340 Evergreen Avenue

89.3%

8/2/2019

NAP

NAP

NAP

NAP

8.02

Property

871 Bushwick Avenue

100.0%

8/2/2019

NAP

NAP

Metro International Church, Inc.

140,510

6/30/2049

NAP

8.03

Property

889 Bushwick Avenue

96.3%

8/2/2019

NAP

NAP

NAP

NAP

9

Loan

26

Dorel Laredo

69.7%

95.0%

6/7/2019

NAP

NAP

NAP

NAP

10

Loan

27

Quebec Square at Stapleton

57.9%

92.1%

8/1/2019

NAP

NAP

Ross Dress For Less

30,187

1/31/2024

Office Depot

19,967

11/30/2022

11

Loan

8, 23, 28,29, 30

Hilton Portfolio

51.1%

76.4%

118.68

90.64

11.01

Property

Hampton Inn Bartonsville

81.5%

6/30/2019

131.91

107.48

NAP

NAP

11.02

Property

Homewood Suites Leesburg

76.4%

6/30/2019

141.68

108.19

NAP

NAP

11.03

Property

Hampton Inn Leesburg

75.2%

6/30/2019

125.05

93.98

NAP

NAP

11.04

Property

Hampton Inn Faxon

77.2%

6/30/2019

108.27

83.53

NAP

NAP

11.05

Property

Homewood Suites Ocala

83.1%

6/30/2019

107.77

89.51

NAP

NAP

11.06

Property

Hampton Inn Williamsport

70.4%

6/30/2019

110.26

77.66

NAP

NAP

11.07

Property

Hampton Inn Bermuda Run

70.2%

6/30/2019

105.43

74.05

NAP

NAP

12

Loan

8, 22, 31, 32

Washington Avenue Portfolio

64.3%

100.0%

NAP

NAP

12.01

Property

Washington Avenue Properties

100.0%

9/18/2019

NAP

NAP

Urban Living

11,505

9/30/2035

The Sporting Club

6,015

1/31/2028

12.02

Property

33

319 Saint Emanuel

100.0%

10/1/2019

NAP

NAP

The White Collection

56,250

10/31/2035

NAP

12.03

Property

16210 Clay

100.0%

10/1/2019

NAP

NAP

Fix My Car (Ivan’s Custom Paint)

13,635

2/28/2023

NAP

13

Loan

34

Celebration Suites

49.0%

98.5%

6/30/2019

57.36

56.47

NAP

NAP

14

Loan

8, 35, 36, 37, 38, 39, 40, 41, 42, 43

Grand Canal Shoppes

46.3%

94.0%

5/31/2019

NAP

NAP

Venetian Casino Resort

81,105

5/31/2029

TAO

49,441

1/31/2025

15

Loan

8, 31, 44

East Village Multifamily Portfolio

61.2%

99.3%

NAP

NAP

15.01

Property

165-167 Avenue A

100.0%

8/13/2019

NAP

NAP

Mamafinas

1,800

10/31/2027

Sage The Cat

1,416

9/30/2026

15.02

Property

211 Avenue A

100.0%

8/13/2019

NAP

NAP

Peace and Love Hospitality LLC

1,456

4/30/2024

Hughes, Murray, Walsh LLC

1,317

5/21/2023

15.03

Property

201 East 2nd Street

100.0%

8/13/2019

NAP

NAP

Shampoo

1,208

11/30/2024

Discovery Wines LLC

1,113

8/31/2021

15.04

Property

500 East 11th Street

95.8%

8/13/2019

NAP

NAP

7-Eleven, Inc.

2,875

10/31/2025

NAP

15.05

Property

191-193 Avenue A

100.0%

8/13/2019

NAP

NAP

Stand-Up MRI of Manhattan

2,105

7/18/2021

New York Grill and Deli

625

6/30/2021

15.06

Property

143 First Avenue

100.0%

8/13/2019

NAP

NAP

FLAMINGO VINTAGE KILO INC

900

4/30/2024

143 Restaurant Corp

300

8/31/2028

15.07

Property

129 First Avenue

100.0%

8/13/2019

NAP

NAP

NY City Wireless Center

491

5/31/2020

Lulu’s Nails

444

12/31/2023

15.08

Property

435 East 12th Street

100.0%

8/13/2019

NAP

NAP

NAP

NAP

16

Loan

709 Science Drive

50.1%

100.0%

10/1/2019

NAP

NAP

Ashtead Holdings Inc

253,487

7/31/2034

NAP

17

Loan

45, 46

Hotel Clermont

48.3%

72.9%

8/31/2019

203.88

148.66

NAP

NAP

A-1-15

GSMS 2019-GSA1 Annex A-1

Control Number

Loan / Property Flag

Footnotes

Property Name

LTV Ratio at Maturity (%)

Occupancy (%) (5)

Occupancy Date

ADR ($)

RevPAR ($)

Largest Tenant

Largest Tenant Sq Ft

Largest Tenant Lease Expiration (6)

Second Largest Tenant

Second Largest Tenant Sq Ft

Second Largest Tenant Lease Expiration (6)

18

Loan

47, 48

Tulsa Hotel Portfolio

48.5%

70.0%

98.69

69.07

18.01

Property

Hampton Inn and Suites Tulsa

72.4%

7/31/2019

101.11

73.18

NAP

NAP

18.02

Property

Home2 Suites by Hilton Tulsa

67.5%

7/31/2019

95.95

64.75

NAP

NAP

19

Loan

Sunrise Apartments

52.3%

97.7%

9/13/2019

NAP

NAP

NAP

NAP

20

Loan

Bergen Grand

61.7%

95.8%

9/25/2019

NAP

NAP

NAP

NAP

21

Loan

Lakeview Apartments

67.5%

98.1%

8/15/2019

NAP

NAP

NAP

NAP

22

Loan

8

USAA Office Portfolio

63.8%

100.0%

NAP

NAP

22.01

Property

Legacy Corporate Centre I & II

100.0%

10/1/2019

NAP

NAP

USAA

238,926

12/31/2029

NAP

22.02

Property

Crosstown Center I

100.0%

10/1/2019

NAP

NAP

USAA

260,869

8/31/2030

NAP

22.03

Property

Crosstown Center II

100.0%

10/1/2019

NAP

NAP

USAA

236,550

12/31/2033

NAP

22.04

Property

Legacy Corporate Centre III

100.0%

10/1/2019

NAP

NAP

USAA

145,145

10/31/2033

NAP

23

Loan

49

Hyatt House RDU Raleigh

52.3%

79.4%

8/31/2019

116.60

92.60

NAP

NAP

24

Loan

CubeSmart North Bergen

49.8%

92.2%

6/30/2019

NAP

NAP

NAP

NAP

25

Loan

8, 31, 50, 51

American Metro Center

68.3%

84.3%

9/1/2019

NAP

NAP

NAP

NAP

26

Loan

52

Windgate Crossing

62.2%

96.7%

9/17/2019

NAP

NAP

CVS

13,013

1/31/2033

Bank of America

4,500

11/30/2027

27

Loan

53, 54

Bluebonnet Village

62.6%

89.3%

7/1/2019

NAP

NAP

Rouses Market

33,387

5/31/2027

Office Depot

15,000

2/29/2024

28

Loan

106 Apple Street

67.6%

88.7%

9/17/2019

NAP

NAP

VSNA

16,120

12/31/2021

River Road Waste Solutions

15,847

11/30/2024

29

Loan

Glendale Galleria

60.5%

87.0%

8/14/2019

NAP

NAP

LA Fitness

37,000

11/30/2026

Sears Outlet

20,990

1/31/2024

30

Loan

55

Holiday Inn Express Portfolio (Birch Run and Brighton, MI)

42.3%

53.3%

111.02

59.13

30.01

Property

Holiday Inn Express Birch Run

62.2%

6/30/2019

108.19

67.29

NAP

NAP

30.02

Property

Holiday Inn Express Brighton

44.9%

6/30/2019

114.70

51.50

NAP

NAP

31

Loan

180 N. Main Street

69.9%

100.0%

7/31/2019

NAP

NAP

NAP

NAP

32

Loan

56

Werner Apartments

60.7%

94.9%

8/16/2019

NAP

NAP

NAP

NAP

33

Loan

57

2929 East Camelback

62.8%

90.5%

6/1/2019

NAP

NAP

American Title

14,972

1/31/2022

Phoenix Childrens Hospital

13,559

12/31/2024

34

Loan

58

338 South Avenue 17

58.1%

95.2%

7/1/2019

NAP

NAP

Keystone Art

24,013

1/17/2022

Jump Bikes

17,293

1/14/2022

35

Loan

Eastgate Center

58.6%

100.0%

9/17/2019

NAP

NAP

Albertsons

49,218

2/28/2029

Ace Hardware

13,100

5/31/2022

36

Loan

1211 Newell Avenue

60.5%

87.7%

7/1/2019

NAP

NAP

IFM Efector, Inc.

5,100

12/31/2024

Gray-Bowen-Scott

4,042

3/31/2024

37

Loan

59

Kingston Square

55.2%

85.4%

8/20/2019

NAP

NAP

Empire Education

6,012

1/31/2023

Baja Beach

4,833

12/31/2020

38

Loan

StorWise Self Storage Yuma

62.2%

78.8%

7/15/2019

NAP

NAP

NAP

NAP

39

Loan

60

South Shores Shopping Center

58.7%

92.2%

7/31/2019

NAP

NAP

Soulfire Dance

5,000

12/31/2020

Remax

4,800

1/31/2024

40

Loan

1941 Old Cuthbert Road

59.0%

100.0%

8/20/2019

NAP

NAP

Easton Coach Company

47,670

2/28/2026

Goodman Distribution

35,622

6/30/2025

41

Loan

61

Forum at Gilbert Ranch

35.0%

100.0%

8/5/2019

NAP

NAP

Waldo’s BBQ & Catering

5,151

4/30/2024

Blue 32 Sports Bar

4,940

12/31/2028

42

Loan

62

WestPark Industrial

58.4%

100.0%

9/3/2019

NAP

NAP

Williams Logistics

164,427

9/30/2022

Zenith Freight Lines, LLC

103,000

9/30/2026

43

Loan

63

North Loop Commons

64.2%

100.0%

8/26/2019

NAP

NAP

Memorial Hermann Sports Med

5,000

3/31/2027

Memorial Hermann Urgent Care

3,000

6/30/2027

44

Loan

208 East 95th Street

61.1%

100.0%

7/29/2019

NAP

NAP

NAP

NAP

45

Loan

64

Via Del Mar

55.0%

89.4%

8/21/2019

NAP

NAP

Kiddos Learning Center

5,000

6/1/2023

Boys & Girls Pediatrics

4,000

4/30/2024

46

Loan

AAA Self Storage Greensboro

55.7%

97.8%

7/30/2019

NAP

NAP

NAP

NAP

47

Loan

American Classic Self Storage

50.9%

79.3%

6/5/2019

NAP

NAP

NAP

NAP

48

Loan

AAA Self Storage Eastchester

42.6%

97.2%

8/5/2019

NAP

NAP

NAP

NAP

49

Loan

StorWise Self Storage Carson City

61.2%

84.4%

7/15/2019

NAP

NAP

NAP

NAP

A-1-16

GSMS 2019-GSA1 Annex A-1

Control Number

Loan / Property Flag

Footnotes

Property Name

Third Largest Tenant

Third Largest Tenant Sq Ft

Third Largest Tenant Lease Expiration (6)

Fourth Largest Tenant

Fourth Largest Tenant Sq Ft

Fourth Largest Tenant Lease Expiration (6)

Fifth Largest Tenant

Fifth Largest Tenant Sq Ft

Fifth Largest Tenant Lease Expiration (6)

1

Loan

8, 9, 10

SoCal Retail Portfolio

1.01

Property

The Springs

Ross Dress For Less

30,000

1/31/2023

Marshalls

28,652

4/30/2024

Bed Bath & Beyond

28,245

1/31/2025

1.02

Property

Summerwood

Henry’s Market/Sprouts

27,072

6/30/2021

Alin Party Supply

27,004

5/31/2024

Home Goods

24,000

2/28/2023

1.03

Property

Food 4 Less – Target Center

Taco Bell

3,500

MTM

Fat Burger

2,000

7/30/2025

T-Mobile

1,500

12/31/2019

1.04

Property

El Super Center

Fresenius Kidney Care San Jose Hills

14,264

12/31/2029

Harbor Freight

14,000

12/31/2024

Goodwill Southern California

12,294

12/31/2028

1.05

Property

Island Plaza

Bank of America

8,800

3/31/2020

Shakeys

6,000

MTM

Sprint

4,000

11/30/2021

1.06

Property

Baldwin Park Promenade

IHOP

4,240

11/30/2031

Home Street Bank

2,016

4/30/2027

FedEx Kinko’s

2,000

12/31/2026

1.07

Property

Lynwood Plaza

Goodwill

15,000

5/31/2029

CSK Auto, Inc. (O’Reilly)

6,003

8/31/2020

Rent-A-Center

3,920

11/30/2023

1.08

Property

El Cajon (CVS)

Starbucks Coffee

1,500

2/28/2021

Tony’s Barber & Beauty Salon

1,020

8/31/2024

Loving Care Nails & Spa

700

1/30/2022

1.09

Property

Loma Vista

La Michoacana Premium

1,651

4/30/2028

Tortilleria Flor de Mayo

1,520

MTM

McKenzie Check Advance

1,520

1/31/2020

1.10

Property

MLK Medical

Chase

5,000

8/31/2020

NAP

NAP

1.11

Property

Hawthorne Plaza

NAP

NAP

NAP

1.12

Property

Five Points Plaza

Wash & Clean

3,000

MTM

Econo Lube & Tune/ John Huckabaa

2,475

2/28/2020

Dollar Store

2,275

MTM

1.13

Property

Towne Center Square

Party City

13,584

1/1/2024

NAP

NAP

1.14

Property

Camarillo

PizzaRev

2,300

8/1/2023

Pick Up Stix

1,864

11/19/2024

Yogurtland

1,160

12/7/2019

2

Loan

One and Olney Shopping Center

You Fit Health Clubs

24,500

1/31/2027

CSL Plasma

23,233

12/31/2030

Americas Kids

22,700

12/31/2024

3

Loan

11, 12

1950-2000 Alameda de las Pulgas

Fusion Learning, Inc

10,814

1/31/2026

Child Mind Institute, Inc.

9,937

12/31/2024

Judy Madrigal & Associates

4,161

9/30/2021

4

Loan

Mediterranean Apartments

NAP

NAP

NAP

5

Loan

8, 13, 14, 15

New Jersey Center of Excellence

Amneal (Kashiv)

142,780

9/30/2025

PTC Therapeutics, Inc.

43,000

6/30/2021

Avantor Performance Materials

36,018

8/31/2024

6

Loan

8, 16, 17, 18

Millennium Park Plaza

Nandos of Michigan Ave LLC

4,055

10/31/2032

Angelini Ori Abate Law

3,900

11/30/2025

Ferrero USA Inc

2,785

5/31/2027

7

Loan

8, 19, 20, 21

19100 Ridgewood

NAP

NAP

NAP

8

Loan

8, 22, 23, 24, 25

Bushwick Avenue Portfolio

8.01

Property

340 Evergreen Avenue

NAP

NAP

NAP

8.02

Property

871 Bushwick Avenue

NAP

NAP

NAP

8.03

Property

889 Bushwick Avenue

NAP

NAP

NAP

9

Loan

26

Dorel Laredo

NAP

NAP

NAP

10

Loan

27

Quebec Square at Stapleton

PetSmart

17,928

1/31/2024

Big 5

14,109

1/31/2023

Famous Footwear

11,169

10/31/2022

11

Loan

8, 23, 28,29, 30

Hilton Portfolio

11.01

Property

Hampton Inn Bartonsville

NAP

NAP

NAP

11.02

Property

Homewood Suites Leesburg

NAP

NAP

NAP

11.03

Property

Hampton Inn Leesburg

NAP

NAP

NAP

11.04

Property

Hampton Inn Faxon

NAP

NAP

NAP

11.05

Property

Homewood Suites Ocala

NAP

NAP

NAP

11.06

Property

Hampton Inn Williamsport

NAP

NAP

NAP

11.07

Property

Hampton Inn Bermuda Run

NAP

NAP

NAP

12

Loan

8, 22, 31, 32

Washington Avenue Portfolio

12.01

Property

Washington Avenue Properties

5002 Washington LLC (Heart)

5,250

5/31/2024

Kung Fu

4,045

10/1/2020

Handlebar

4,000

1/31/2031

12.02

Property

33

319 Saint Emanuel

NAP

NAP

NAP

12.03

Property

16210 Clay

NAP

NAP

NAP

13

Loan

34

Celebration Suites

NAP

NAP

NAP

14

Loan

8, 35, 36, 37, 38, 39, 40, 41, 42, 43

Grand Canal Shoppes

Madame Tussauds Las Vegas

28,235

7/31/2024

Regis Galerie

28,099

5/31/2025

Grand Lux Cafe

19,100

12/31/2029

15

Loan

8, 31, 44

East Village Multifamily Portfolio

15.01

Property

165-167 Avenue A

NAP

NAP

NAP

15.02

Property

211 Avenue A

Frida & Diego Corp

1,180

9/30/2021

NAP

NAP

15.03

Property

201 East 2nd Street

White Rose Collective

700

2/28/2023

NAP

NAP

15.04

Property

500 East 11th Street

NAP

NAP

NAP

15.05

Property

191-193 Avenue A

NAP

NAP

NAP

15.06

Property

143 First Avenue

NAP

NAP

NAP

15.07

Property

129 First Avenue

NAP

NAP

NAP

15.08

Property

435 East 12th Street

NAP

NAP

NAP

16

Loan

709 Science Drive

NAP

NAP

NAP

17

Loan

45, 46

Hotel Clermont

NAP

NAP

NAP

A-1-17

GSMS 2019-GSA1 Annex A-1

Control Number

Loan / Property Flag

Footnotes

Property Name

Third Largest Tenant

Third Largest Tenant Sq Ft

Third Largest Tenant Lease Expiration (6)

Fourth Largest Tenant

Fourth Largest Tenant Sq Ft

Fourth Largest Tenant Lease Expiration (6)

Fifth Largest Tenant

Fifth Largest Tenant Sq Ft

Fifth Largest Tenant Lease Expiration (6)

18

Loan

47, 48

Tulsa Hotel Portfolio

18.01

Property

Hampton Inn and Suites Tulsa

NAP

NAP

NAP

18.02

Property

Home2 Suites by Hilton Tulsa

NAP

NAP

NAP

19

Loan

Sunrise Apartments

NAP

NAP

NAP

20

Loan

Bergen Grand

NAP

NAP

NAP

21

Loan

Lakeview Apartments

NAP

NAP

NAP

22

Loan

8

USAA Office Portfolio

22.01

Property

Legacy Corporate Centre I & II

NAP

NAP

NAP

22.02

Property

Crosstown Center I

NAP

NAP

NAP

22.03

Property

Crosstown Center II

NAP

NAP

NAP

22.04

Property

Legacy Corporate Centre III

NAP

NAP

NAP

23

Loan

49

Hyatt House RDU Raleigh

NAP

NAP

NAP

24

Loan

CubeSmart North Bergen

NAP

NAP

NAP

25

Loan

8, 31, 50, 51

American Metro Center

NAP

NAP

NAP

26

Loan

52

Windgate Crossing

Sophia’s Kitchen

3,917

6/30/2028

Fit Body Boot Camp

3,216

5/31/2023

Moda Forte Boutiques & Salon, LLC

2,574

10/31/2021

27

Loan

53, 54

Bluebonnet Village

Buffalo Wild Wings

8,520

9/30/2021

Tokyo Café

5,980

6/30/2021

Regymen Fitness

4,060

11/30/2023

28

Loan

106 Apple Street

Log-Net

9,940

8/31/2021

Mental Health Association of Monmouth County

3,902

7/31/2026

Millennium

3,286

3/31/2024

29

Loan

Glendale Galleria

Gymnasium Academy

15,244

9/30/2022

Title Max

5,600

7/31/2023

Lifeprints Childcare

5,064

7/31/2021

30

Loan

55

Holiday Inn Express Portfolio (Birch Run and Brighton, MI)

30.01

Property

Holiday Inn Express Birch Run

NAP

NAP

NAP

30.02

Property

Holiday Inn Express Brighton

NAP

NAP

NAP

31

Loan

180 N. Main Street

NAP

NAP

NAP

32

Loan

56

Werner Apartments

NAP

NAP

NAP

33

Loan

57

2929 East Camelback

Taylor Street

8,980

4/30/2023

Suzuki

7,770

8/31/2023

Wedco Employment

3,971

3/31/2022

34

Loan

58

338 South Avenue 17

Dolan Group

9,440

12/31/2023

Black Rabbit

4,992

1/31/2024

Villains Jiu Jitsu

3,504

9/30/2021

35

Loan

Eastgate Center

O’Reilly Auto

7,980

1/31/2027

Qdoba

3,121

MTM

Great Clips

1,140

4/30/2021

36

Loan

1211 Newell Avenue

Hanna Insurance

3,278

8/31/2024

DHW Insurance Brokers

2,261

5/31/2024

De La Housaye & Associates

2,137

2/28/2025

37

Loan

59

Kingston Square

Innovations Dance Center

4,152

6/30/2022

Premier Furniture

4,108

2/29/2020

Arthur Murray

3,854

4/30/2023

38

Loan

StorWise Self Storage Yuma

NAP

NAP

NAP

39

Loan

60

South Shores Shopping Center

Chase Bank

4,500

5/21/2020

PT’s Pub

4,000

6/30/2020

South Shores Beauty Shop

2,520

3/31/2022

40

Loan

1941 Old Cuthbert Road

NAP

NAP

NAP

41

Loan

61

Forum at Gilbert Ranch

Fox Tobacco and Liquor Store

3,145

9/30/2021

20 Volume Salon and Spa

2,640

12/31/2022

Isabel’s Mexican Restaurant

2,073

2/28/2024

42

Loan

62

WestPark Industrial

Foundation Building Materials, LLC

33,240

2/4/2025

RDM3, LLC

10,000

9/30/2022

NAP

43

Loan

63

North Loop Commons

Fyre Fitness

2,120

6/30/2024

Heights 610 Box Store

1,100

4/30/2028

NAP

44

Loan

208 East 95th Street

NAP

NAP

NAP

45

Loan

64

Via Del Mar

Rent A Center

4,000

5/31/2022

Bounce Fiesta

4,000

3/31/2020

SWK

3,000

12/31/2019

46

Loan

AAA Self Storage Greensboro

NAP

NAP

NAP

47

Loan

American Classic Self Storage

NAP

NAP

NAP

48

Loan

AAA Self Storage Eastchester

NAP

NAP

NAP

49

Loan

StorWise Self Storage Carson City

NAP

NAP

NAP

A-1-18

GSMS 2019-GSA1 Annex A-1

Control Number

Loan / Property Flag

Footnotes

Property Name

Environmental Phase I Report Date

Environmental Phase II

Environmental Phase II Report Date

Engineering Report Date

Seismic Report Date

PML or SEL (%)

Earthquake Insurance Required

Upfront RE Tax Reserve ($)

Ongoing RE Tax Reserve ($)

Upfront Insurance Reserve ($)

Ongoing Insurance Reserve ($)

Upfront Replacement Reserve ($)

Ongoing Replacement Reserve ($)

Replacement Reserve Caps ($)

1

Loan

8, 9, 10

SoCal Retail Portfolio

No

680,770

226,923

0

0

0

24,687

592,492

1.01

Property

The Springs

3/27/2019

No

NAP

3/7/2019

3/7/2019

14%

No

1.02

Property

Summerwood

3/8/2019

No

NAP

3/6/2019

3/5/2019

13%

No

1.03

Property

Food 4 Less – Target Center

3/25/2019

No

NAP

3/6/2019

3/5/2019

14%

No

1.04

Property

El Super Center

3/6/2019

No

NAP

3/6/2019

3/6/2019

12%

No

1.05

Property

Island Plaza

3/6/2019

No

NAP

3/6/2019

3/8/2019

14%

No

1.06

Property

Baldwin Park Promenade

3/6/2019

No

NAP

3/6/2019

3/6/2019

11%

No

1.07

Property

Lynwood Plaza

3/7/2019

No

NAP

3/6/2019

3/5/2019

15%

No

1.08

Property

El Cajon (CVS)

3/11/2019

No

NAP

3/8/2019

3/8/2019

13%

No

1.09

Property

Loma Vista

3/12/2019

No

NAP

3/8/2019

3/6/2019

16%

No

1.10

Property

MLK Medical

3/5/2019

No

NAP

3/6/2019

3/7/2019

15%

No

1.11

Property

Hawthorne Plaza

4/3/2019

No

NAP

3/6/2019

3/5/2019

14%

No

1.12

Property

Five Points Plaza

3/8/2019

No

NAP

3/14/2019

3/6/2019

17%

No

1.13

Property

Towne Center Square

3/7/2019

No

NAP

3/6/2019

3/6/2019

14%

No

1.14

Property

Camarillo

3/6/2019

No

NAP

3/8/2019

3/6/2019

11%

No

2

Loan

One and Olney Shopping Center

8/28/2019

No

NAP

8/28/2019

NAP

NAP

No

0

0

0

0

0

4,328

259,662

3

Loan

11, 12

1950-2000 Alameda de las Pulgas

8/29/2019

No

NAP

8/28/2019

8/28/2019

12%

No

525,944

65,743

107,763

0

0

2,556

153,336

4

Loan

Mediterranean Apartments

9/18/2019

No

NAP

9/20/2019

9/20/2019

10%

No

82,623

20,656

45,829

6,547

6,592

6,592

0

5

Loan

8, 13, 14, 15

New Jersey Center of Excellence

4/30/2019

No

NAP

4/22/2019

NAP

NAP

No

240,153

120,077

0

0

0

24,878

0

6

Loan

8, 16, 17, 18

Millennium Park Plaza

6/11/2019

No

NAP

6/12/2019

NAP

NAP

No

0

0

0

0

1,000,000

0

0

7

Loan

8, 19, 20, 21

19100 Ridgewood

8/1/2019

No

NAP

8/8/2019

NAP

NAP

No

0

0

0

0

0

0

0

8

Loan

8, 22, 23, 24, 25

Bushwick Avenue Portfolio

No

437,001

145,667

56,977

8,719

0

3,717

223,000

8.01

Property

340 Evergreen Avenue

7/25/2019

No

NAP

7/26/2019

NAP

NAP

No

8.02

Property

871 Bushwick Avenue

7/25/2019

No

NAP

7/24/2019

NAP

NAP

No

8.03

Property

889 Bushwick Avenue

7/25/2019

No

NAP

7/26/2019

NAP

NAP

No

9

Loan

26

Dorel Laredo

8/26/2019

No

NAP

8/26/2019

NAP

NAP

No

615,296

58,600

61,306

13,624

0

8,854

0

10

Loan

27

Quebec Square at Stapleton

7/12/2019

No

NAP

8/5/2019

NAP

NAP

No

657,812

131,562

16,932

8,466

0

4,671

168,000

11

Loan

8, 23, 28,29, 30

Hilton Portfolio

No

393,717

80,974

37,612

7,522

0

79,671

0

11.01

Property

Hampton Inn Bartonsville

6/26/2019

No

NAP

6/27/2019

NAP

NAP

No

11.02

Property

Homewood Suites Leesburg

6/25/2019

No

NAP

6/27/2019

NAP

NAP

No

11.03

Property

Hampton Inn Leesburg

6/26/2019

No

NAP

6/27/2019

NAP

NAP

No

11.04

Property

Hampton Inn Faxon

6/28/2019

No

NAP

6/27/2019

NAP

NAP

No

11.05

Property

Homewood Suites Ocala

6/25/2019

No

NAP

6/27/2019

NAP

NAP

No

11.06

Property

Hampton Inn Williamsport

6/27/2019

No

NAP

6/27/2019

NAP

NAP

No

11.07

Property

Hampton Inn Bermuda Run

6/26/2019

No

NAP

6/27/2019

NAP

NAP

No

12

Loan

8, 22, 31, 32

Washington Avenue Portfolio

No

574,346

57,435

31,531

15,765

0

1,563

37,507

12.01

Property

Washington Avenue Properties

10/1/2019

No

NAP

9/26/2019

NAP

NAP

No

12.02

Property

33

319 Saint Emanuel

9/25/2019

No

NAP

9/26/2019

NAP

NAP

No

12.03

Property

16210 Clay

9/25/2019

No

NAP

9/26/2019

NAP

NAP

No

13

Loan

34

Celebration Suites

6/13/2019

No

NAP

6/13/2019

NAP

NAP

No

292,182

24,348

28,235

9,412

478,455

0

0

14

Loan

8, 35, 36, 37, 38, 39, 40, 41, 42, 43

Grand Canal Shoppes

5/15/2019

No

NAP

3/18/2019

NAP

NAP

No

0

0

0

0

0

0

386,928

15

Loan

8, 31, 44

East Village Multifamily Portfolio

No

580,862

129,081

0

0

0

3,000

0

15.01

Property

165-167 Avenue A

12/5/2018

No

NAP

12/5/2018

NAP

NAP

No

15.02

Property

211 Avenue A

12/5/2018

No

NAP

12/5/2018

NAP

NAP

No

15.03

Property

201 East 2nd Street

12/5/2018

No

NAP

12/5/2018

NAP

NAP

No

15.04

Property

500 East 11th Street

12/5/2018

No

NAP

12/5/2018

NAP

NAP

No

15.05

Property

191-193 Avenue A

12/5/2018

No

NAP

12/5/2018

NAP

NAP

No

15.06

Property

143 First Avenue

12/5/2018

No

NAP

12/5/2018

NAP

NAP

No

15.07

Property

129 First Avenue

12/5/2018

No

NAP

12/5/2018

NAP

NAP

No

15.08

Property

435 East 12th Street

12/5/2018

No

NAP

12/5/2018

NAP

NAP

No

16

Loan

709 Science Drive

8/2/2019

No

NAP

8/2/2019

8/2/2019

16%

No

157,547

22,078

24,078

6,020

0

3,169

0

17

Loan

45, 46

Hotel Clermont

7/26/2019

No

NAP

7/26/2019

NAP

NAP

No

14,918

4,973

32,752

4,679

0

27,575

0

A-1-19

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Environmental Phase I Report Date	Environmental Phase II	Environmental Phase II Report Date	Engineering Report Date	Seismic Report Date	PML or SEL (%)	Earthquake Insurance Required	Upfront RE Tax Reserve ($)	Ongoing RE Tax Reserve ($)	Upfront Insurance Reserve ($)	Ongoing Insurance Reserve ($)	Upfront Replacement Reserve ($)	Ongoing Replacement Reserve ($)	Replacement Reserve Caps ($)
18	Loan	47, 48	Tulsa Hotel Portfolio							No	90,911	10,101	0	0	950,000	16,896	0
18.01	Property		Hampton Inn and Suites Tulsa	8/30/2019	No	NAP	8/30/2019	NAP	NAP	No
18.02	Property		Home2 Suites by Hilton Tulsa	8/29/2019	No	NAP	8/30/2019	NAP	NAP	No
19	Loan		Sunrise Apartments	9/18/2019	No	NAP	9/19/2019	9/19/2019	9%	No	64,630	16,157	11,103	2,221	3,234	3,234	0
20	Loan		Bergen Grand	9/19/2019	No	NAP	9/16/2019	NAP	NAP	No	8,249	8,249	31,000	2,583	0	1,500	0
21	Loan		Lakeview Apartments	9/3/2019	No	NAP	9/3/2019	NAP	NAP	No	24,486	24,486	0	0	0	2,208	0
22	Loan	8	USAA Office Portfolio							No	0	0	0	0	0	0	0
22.01	Property		Legacy Corporate Centre I & II	6/21/2019	No	NAP	6/24/2019	NAP	NAP	No
22.02	Property		Crosstown Center I	6/21/2019	No	NAP	6/19/2019	NAP	NAP	No
22.03	Property		Crosstown Center II	6/21/2019	No	NAP	6/19/2019	NAP	NAP	No
22.04	Property		Legacy Corporate Centre III	6/21/2019	No	NAP	6/21/2019	NAP	NAP	No
23	Loan	49	Hyatt House RDU Raleigh	8/20/2019	No	NAP	8/20/2019	NAP	NAP	No	118,511	10,774	21,718	2,413	0	15,908	0
24	Loan		CubeSmart North Bergen	7/23/2019	No	NAP	7/23/2019	NAP	NAP	No	0	25,386	11,083	1,583	0	929	0
25	Loan	8, 31, 50, 51	American Metro Center	6/5/2019	No	NAP	6/6/2019	NAP	NAP	No	0	0	0	0	0	0	0
26	Loan	52	Windgate Crossing	8/22/2019	No	NAP	8/23/2019	NAP	NAP	No	5,263	11,696	8,018	668	0	716	0
27	Loan	53, 54	Bluebonnet Village	7/23/2019	No	NAP	7/22/2019	NAP	NAP	No	64,586	6,459	10,502	5,251	200,000	0	50,000
28	Loan		106 Apple Street	6/21/2019	No	NAP	6/20/2019	NAP	NAP	No	33,014	16,507	33,100	2,546	0	1,878	0
29	Loan		Glendale Galleria	8/2/2019	No	NAP	8/5/2019	NAP	NAP	No	14,534	14,534	5,189	1,730	16,625	2,865	68,765
30	Loan	55	Holiday Inn Express Portfolio (Birch Run and Brighton, MI)							No	72,152	18,924	27,553	4,042	0	16,954	0
30.01	Property		Holiday Inn Express Birch Run	8/21/2019	No	NAP	8/21/2019	NAP	NAP	No
30.02	Property		Holiday Inn Express Brighton	8/21/2019	No	NAP	8/21/2019	NAP	NAP	No
31	Loan		180 N. Main Street	7/15/2019	No	NAP	7/15/2019	NAP	NAP	No	0	0	0	0	0	0	0
32	Loan	56	Werner Apartments	8/7/2019	No	NAP	8/8/2019	8/8/2019	10%	No	0	9,200	20,605	1,288	0	1,229	0
33	Loan	57	2929 East Camelback	8/7/2019	No	NAP	8/7/2019	NAP	NAP	No	124,347	18,143	0	0	0	1,272	0
34	Loan	58	338 South Avenue 17	8/28/2019	No	NAP	8/26/2019	8/27/2019	13%	No	67,699	6,770	65,929	7,325	0	607	0
35	Loan		Eastgate Center	8/21/2019	No	NAP	8/22/2019	NAP	NAP	No	0	0	0	0	0	0	0
36	Loan		1211 Newell Avenue	7/12/2019	No	NAP	7/16/2019	7/11/2019	13%	No	67,016	8,377	19,715	2,530	0	417	19,860
37	Loan	59	Kingston Square	6/4/2019	No	NAP	6/5/2019	NAP	NAP	No	12,574	12,574	15,213	2,536	0	855	0
38	Loan		StorWise Self Storage Yuma	6/18/2019	No	NAP	6/18/2019	NAP	NAP	No	33,009	5,502	2,281	1,140	0	812	0
39	Loan	60	South Shores Shopping Center	10/18/2018	Yes	11/21/2018, 1/24/2019	7/25/2019	NAP	NAP	No	14,028	2,004	1,302	1,302	0	685	0
40	Loan		1941 Old Cuthbert Road	8/14/2019	No	NAP	8/14/2019	NAP	NAP	No	47,183	11,796	10,687	1,336	0	1,041	0
41	Loan	61	Forum at Gilbert Ranch	7/19/2019	No	NAP	7/19/2019	NAP	NAP	No	25,586	4,264	4,530	755	0	432	0
42	Loan	62	WestPark Industrial	8/9/2019	No	NAP	8/9/2019	NAP	NAP	No	21,007	2,101	9,727	2,432	0	1,553	0
43	Loan	63	North Loop Commons	9/6/2019	No	NAP	9/6/2019	NAP	NAP	No	87,034	8,703	4,829	690	0	140	0
44	Loan		208 East 95th Street	6/7/2019	No	NAP	6/7/2019	NAP	NAP	No	36,516	9,129	4,907	818	0	313	0
45	Loan	64	Via Del Mar	5/6/2019	No	NAP	7/18/2019	NAP	NAP	No	85,824	9,536	5,315	1,772	52,032	1,047	125,000
46	Loan		AAA Self Storage Greensboro	7/15/2019	No	NAP	7/15/2019	NAP	NAP	No	3,398	3,398	0	0	0	481	11,532
47	Loan		American Classic Self Storage	6/26/2019	No	NAP	6/26/2019	NAP	NAP	No	16,136	5,379	7,931	881	0	764	27,500
48	Loan		AAA Self Storage Eastchester	7/29/2019	No	NAP	7/29/2019	NAP	NAP	No	6,186	3,093	0	0	0	438	10,510
49	Loan		StorWise Self Storage Carson City	6/18/2019	No	NAP	6/18/2019	6/18/2019	5%	No	3,424	1,141	1,521	394	0	351	0

A-1-20

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Upfront TI/LC Reserve ($)	Ongoing TI/LC Reserve ($)	TI/LC Caps ($)	Upfront Debt Service Reserve ($)	Ongoing Debt Service Reserve ($)	Upfront Deferred Maintenance Reserve ($)	Ongoing Deferred Maintenance Reserve ($)	Upfront Environmental Reserve ($)	Ongoing Environmental Reserve ($)	Upfront Other Reserve ($)	Ongoing Other Reserve ($)
1	Loan	8, 9, 10	SoCal Retail Portfolio	3,000,000	123,436	3,000,000	0	0	0	0	0	0	729,724	0
1.01	Property		The Springs
1.02	Property		Summerwood
1.03	Property		Food 4 Less – Target Center
1.04	Property		El Super Center
1.05	Property		Island Plaza
1.06	Property		Baldwin Park Promenade
1.07	Property		Lynwood Plaza
1.08	Property		El Cajon (CVS)
1.09	Property		Loma Vista
1.10	Property		MLK Medical
1.11	Property		Hawthorne Plaza
1.12	Property		Five Points Plaza
1.13	Property		Towne Center Square
1.14	Property		Camarillo
2	Loan		One and Olney Shopping Center	0	17,446	1,046,736	0	0	8,690	0	0	0	41,269	0
3	Loan	11, 12	1950-2000 Alameda de las Pulgas	500,000	0	2,500,000	0	0	0	0	0	0	1,837,426	0
4	Loan		Mediterranean Apartments	0	0	0	0	0	119,813	0	0	0	0	0
5	Loan	8, 13, 14, 15	New Jersey Center of Excellence	0	65,467	3,142,392	0	0	0	0	0	0	3,849	0
6	Loan	8, 16, 17, 18	Millennium Park Plaza	0	0	0	0	0	0	0	0	0	77,030	0
7	Loan	8, 19, 20, 21	19100 Ridgewood	0	90,127	10,815,298	0	0	0	0	0	0	0	0
8	Loan	8, 22, 23, 24, 25	Bushwick Avenue Portfolio	0	0	0	0	0	0	0	0	0	0	0
8.01	Property		340 Evergreen Avenue
8.02	Property		871 Bushwick Avenue
8.03	Property		889 Bushwick Avenue
9	Loan	26	Dorel Laredo	0	0	0	0	0	58,610	0	0	0	4,004,279	0
10	Loan	27	Quebec Square at Stapleton	32,331	0	465,000	0	0	38,665	0	0	0	0	0
11	Loan	8, 23, 28,29, 30	Hilton Portfolio	0	0	0	0	0	0	0	0	0	0	0
11.01	Property		Hampton Inn Bartonsville
11.02	Property		Homewood Suites Leesburg
11.03	Property		Hampton Inn Leesburg
11.04	Property		Hampton Inn Faxon
11.05	Property		Homewood Suites Ocala
11.06	Property		Hampton Inn Williamsport
11.07	Property		Hampton Inn Bermuda Run
12	Loan	8, 22, 31, 32	Washington Avenue Portfolio	0	8,333	300,000	0	0	52,188	0	0	0	845,458	0
12.01	Property		Washington Avenue Properties
12.02	Property	33	319 Saint Emanuel
12.03	Property		16210 Clay
13	Loan	34	Celebration Suites	0	0	0	0	0	11,875	0	0	0	0	0
14	Loan	8, 35, 36, 37, 38, 39, 40, 41, 42, 43	Grand Canal Shoppes	12,309,694	0	2,321,544	0	0	0	0	0	0	1,218,246	0
15	Loan	8, 31, 44	East Village Multifamily Portfolio	0	0	0	0	0	0	0	0	0	0	0
15.01	Property		165-167 Avenue A
15.02	Property		211 Avenue A
15.03	Property		201 East 2nd Street
15.04	Property		500 East 11th Street
15.05	Property		191-193 Avenue A
15.06	Property		143 First Avenue
15.07	Property		129 First Avenue
15.08	Property		435 East 12th Street
16	Loan		709 Science Drive	0	0	0	0	0	105,938	0	0	0	0	0
17	Loan	45, 46	Hotel Clermont	0	0	0	0	0	0	0	0	0	0	0

A-1-21

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Upfront TI/LC Reserve ($)	Ongoing TI/LC Reserve ($)	TI/LC Caps ($)	Upfront Debt Service Reserve ($)	Ongoing Debt Service Reserve ($)	Upfront Deferred Maintenance Reserve ($)	Ongoing Deferred Maintenance Reserve ($)	Upfront Environmental Reserve ($)	Ongoing Environmental Reserve ($)	Upfront Other Reserve ($)	Ongoing Other Reserve ($)
18	Loan	47, 48	Tulsa Hotel Portfolio	0	0	0	0	0	0	0	0	0	0	0
18.01	Property		Hampton Inn and Suites Tulsa
18.02	Property		Home2 Suites by Hilton Tulsa
19	Loan		Sunrise Apartments	0	0	0	0	0	6,750	0	0	0	0	0
20	Loan		Bergen Grand	0	0	0	0	0	1,875	0	0	0	0	0
21	Loan		Lakeview Apartments	0	0	0	0	0	0	0	0	0	0	0
22	Loan	8	USAA Office Portfolio	0	0	0	0	0	0	0	0	0	0	0
22.01	Property		Legacy Corporate Centre I & II
22.02	Property		Crosstown Center I
22.03	Property		Crosstown Center II
22.04	Property		Legacy Corporate Centre III
23	Loan	49	Hyatt House RDU Raleigh	0	0	0	0	0	0	0	0	0	0	0
24	Loan		CubeSmart North Bergen	0	0	0	0	0	0	0	0	0	0	0
25	Loan	8, 31, 50, 51	American Metro Center	0	0	0	0	0	0	0	0	0	0	0
26	Loan	52	Windgate Crossing	0	3,254	90,000	0	0	0	0	0	0	1,079,490	0
27	Loan	53, 54	Bluebonnet Village	300,000	0	200,000	0	0	0	0	0	0	225,000	0
28	Loan		106 Apple Street	400,000	9,391	500,000	0	0	40,938	0	0	0	0	0
29	Loan		Glendale Galleria	0	6,474	500,000	0	0	33,375	0	0	0	0	0
30	Loan	55	Holiday Inn Express Portfolio (Birch Run and Brighton, MI)	0	0	0	0	0	0	0	0	0	0	0
30.01	Property		Holiday Inn Express Birch Run
30.02	Property		Holiday Inn Express Brighton
31	Loan		180 N. Main Street	0	0	0	0	0	0	0	0	0	0	0
32	Loan	56	Werner Apartments	0	0	0	0	0	0	0	0	0	108,000	0
33	Loan	57	2929 East Camelback	200,000	9,541	575,000	0	0	0	0	0	0	0	0
34	Loan	58	338 South Avenue 17	50,000	0	50,000	0	0	0	0	0	0	0	0
35	Loan		Eastgate Center	0	0	229,671	0	0	0	0	0	0	0	0
36	Loan		1211 Newell Avenue	0	4,173	0	0	0	0	0	0	0	0	0
37	Loan	59	Kingston Square	400,000	0	400,000	0	0	97,763	0	0	0	14,788	0
38	Loan		StorWise Self Storage Yuma	0	0	0	0	0	0	0	0	0	0	0
39	Loan	60	South Shores Shopping Center	160,000	5,139	200,000	0	0	0	0	0	0	0	0
40	Loan		1941 Old Cuthbert Road	0	2,776	0	0	0	0	0	0	0	65,400	0
41	Loan	61	Forum at Gilbert Ranch	50,000	0	50,000	0	0	0	0	0	0	0	0
42	Loan	62	WestPark Industrial	100,000	0	50,000	0	0	36,313	0	0	0	0	0
43	Loan	63	North Loop Commons	0	935	55,000	0	0	0	0	0	0	0	0
44	Loan		208 East 95th Street	0	0	0	0	0	0	0	0	0	279,750	0
45	Loan	64	Via Del Mar	300,000	0	300,000	0	0	27,188	0	0	0	0	0
46	Loan		AAA Self Storage Greensboro	0	0	0	0	0	0	0	0	0	0	0
47	Loan		American Classic Self Storage	0	0	0	0	0	0	0	0	0	0	0
48	Loan		AAA Self Storage Eastchester	0	0	0	0	0	0	0	0	0	0	0
49	Loan		StorWise Self Storage Carson City	0	0	0	0	0	0	0	0	0	0	0

A-1-22

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Other Reserve Description
1	Loan	8, 9, 10	SoCal Retail Portfolio	Outstanding Free Rent Reserve
1.01	Property		The Springs
1.02	Property		Summerwood
1.03	Property		Food 4 Less – Target Center
1.04	Property		El Super Center
1.05	Property		Island Plaza
1.06	Property		Baldwin Park Promenade
1.07	Property		Lynwood Plaza
1.08	Property		El Cajon (CVS)
1.09	Property		Loma Vista
1.10	Property		MLK Medical
1.11	Property		Hawthorne Plaza
1.12	Property		Five Points Plaza
1.13	Property		Towne Center Square
1.14	Property		Camarillo
2	Loan		One and Olney Shopping Center	Unfunded Obligations Reserve
3	Loan	11, 12	1950-2000 Alameda de las Pulgas	Unfunded Obligations Reserve ($1,657,088.00), Free Rent Reserve ($180,338.40)
4	Loan		Mediterranean Apartments
5	Loan	8, 13, 14, 15	New Jersey Center of Excellence	Condo Assessment Reserve
6	Loan	8, 16, 17, 18	Millennium Park Plaza	Unfunded Obligations Reserve
7	Loan	8, 19, 20, 21	19100 Ridgewood
8	Loan	8, 22, 23, 24, 25	Bushwick Avenue Portfolio
8.01	Property		340 Evergreen Avenue
8.02	Property		871 Bushwick Avenue
8.03	Property		889 Bushwick Avenue
9	Loan	26	Dorel Laredo	Renovation Reserve ($2,004,279.20), Earnout Reserve ($2,000,000)
10	Loan	27	Quebec Square at Stapleton
11	Loan	8, 23, 28,29, 30	Hilton Portfolio
11.01	Property		Hampton Inn Bartonsville
11.02	Property		Homewood Suites Leesburg
11.03	Property		Hampton Inn Leesburg
11.04	Property		Hampton Inn Faxon
11.05	Property		Homewood Suites Ocala
11.06	Property		Hampton Inn Williamsport
11.07	Property		Hampton Inn Bermuda Run
12	Loan	8, 22, 31, 32	Washington Avenue Portfolio	Unoccupied Premises Reserve ($595,458.00), Pub Heights Case Reserve ($250,000.00)
12.01	Property		Washington Avenue Properties
12.02	Property	33	319 Saint Emanuel
12.03	Property		16210 Clay
13	Loan	34	Celebration Suites
14	Loan	8, 35, 36, 37, 38, 39, 40, 41, 42, 43	Grand Canal Shoppes	Gap Rent Reserve
15	Loan	8, 31, 44	East Village Multifamily Portfolio
15.01	Property		165-167 Avenue A
15.02	Property		211 Avenue A
15.03	Property		201 East 2nd Street
15.04	Property		500 East 11th Street
15.05	Property		191-193 Avenue A
15.06	Property		143 First Avenue
15.07	Property		129 First Avenue
15.08	Property		435 East 12th Street
16	Loan		709 Science Drive
17	Loan	45, 46	Hotel Clermont

A-1-23

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Other Reserve Description
18	Loan	47, 48	Tulsa Hotel Portfolio
18.01	Property		Hampton Inn and Suites Tulsa
18.02	Property		Home2 Suites by Hilton Tulsa
19	Loan		Sunrise Apartments
20	Loan		Bergen Grand
21	Loan		Lakeview Apartments
22	Loan	8	USAA Office Portfolio
22.01	Property		Legacy Corporate Centre I & II
22.02	Property		Crosstown Center I
22.03	Property		Crosstown Center II
22.04	Property		Legacy Corporate Centre III
23	Loan	49	Hyatt House RDU Raleigh
24	Loan		CubeSmart North Bergen
25	Loan	8, 31, 50, 51	American Metro Center
26	Loan	52	Windgate Crossing	Black Rock Coffee Reserve ($1,045,295.53), CVS Roof Replacement Reserve ($34,194.73)
27	Loan	53, 54	Bluebonnet Village	Allocated Tenant Reserve
28	Loan		106 Apple Street
29	Loan		Glendale Galleria
30	Loan	55	Holiday Inn Express Portfolio (Birch Run and Brighton, MI)
30.01	Property		Holiday Inn Express Birch Run
30.02	Property		Holiday Inn Express Brighton
31	Loan		180 N. Main Street
32	Loan	56	Werner Apartments	Unfunded Obligations Reserve
33	Loan	57	2929 East Camelback
34	Loan	58	338 South Avenue 17
35	Loan		Eastgate Center
36	Loan		1211 Newell Avenue
37	Loan	59	Kingston Square	Gap Rent Reserve
38	Loan		StorWise Self Storage Yuma
39	Loan	60	South Shores Shopping Center
40	Loan		1941 Old Cuthbert Road	Unfunded Obligations Reserve
41	Loan	61	Forum at Gilbert Ranch
42	Loan	62	WestPark Industrial
43	Loan	63	North Loop Commons
44	Loan		208 East 95th Street	Building Violations Reserve
45	Loan	64	Via Del Mar
46	Loan		AAA Self Storage Greensboro
47	Loan		American Classic Self Storage
48	Loan		AAA Self Storage Eastchester
49	Loan		StorWise Self Storage Carson City

A-1-24

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Borrower Name	Delaware Statutory Trust?
1	Loan	8, 9, 10	SoCal Retail Portfolio	Iris19 LP; Azalea19 LP; Camellia19 LP; Magnolia19 LP; Carnation19 LP; Lilac19 LP; Lily19 LP; Dahlia19 LP; Marigold19 LP; Lavender19 LP; Primrose19 LP; Gardenia19 LP; Orchid19 LP; Daphne19 LP; Tulip19 LP	No
1.01	Property		The Springs
1.02	Property		Summerwood
1.03	Property		Food 4 Less – Target Center
1.04	Property		El Super Center
1.05	Property		Island Plaza
1.06	Property		Baldwin Park Promenade
1.07	Property		Lynwood Plaza
1.08	Property		El Cajon (CVS)
1.09	Property		Loma Vista
1.10	Property		MLK Medical
1.11	Property		Hawthorne Plaza
1.12	Property		Five Points Plaza
1.13	Property		Towne Center Square
1.14	Property		Camarillo
2	Loan		One and Olney Shopping Center	BLDG-ICS Olney, LLC and O&O Owner, LLC	No
3	Loan	11, 12	1950-2000 Alameda de las Pulgas	Alameda Fields-1, LLC	No
4	Loan		Mediterranean Apartments	MED (DE), LLC	No
5	Loan	8, 13, 14, 15	New Jersey Center of Excellence	COE Bridgewater LLC	No
6	Loan	8, 16, 17, 18	Millennium Park Plaza	Millennium Park Plaza I LLC	No
7	Loan	8, 19, 20, 21	19100 Ridgewood	Maratonio Property LLC	No
8	Loan	8, 22, 23, 24, 25	Bushwick Avenue Portfolio	Bushwick Realty Holdings LLC	No
8.01	Property		340 Evergreen Avenue
8.02	Property		871 Bushwick Avenue
8.03	Property		889 Bushwick Avenue
9	Loan	26	Dorel Laredo	Laredo Apartments I, LLC	No
10	Loan	27	Quebec Square at Stapleton	ALTO Quebec Square, LP	No
11	Loan	8, 23, 28,29, 30	Hilton Portfolio	Williamsport Inn, LLC, Bartonsville Inn & Suites, LLC, Faxon Inn & Suites, LLC, Leesburg Inn & Suites, LLC, Leesburg Extended Suites, LLC, Kinderton Inn, LLC and Ocala Inn & Suites, LLC	No
11.01	Property		Hampton Inn Bartonsville
11.02	Property		Homewood Suites Leesburg
11.03	Property		Hampton Inn Leesburg
11.04	Property		Hampton Inn Faxon
11.05	Property		Homewood Suites Ocala
11.06	Property		Hampton Inn Williamsport
11.07	Property		Hampton Inn Bermuda Run
12	Loan	8, 22, 31, 32	Washington Avenue Portfolio	Urban Properties, LLC	No
12.01	Property		Washington Avenue Properties
12.02	Property	33	319 Saint Emanuel
12.03	Property		16210 Clay
13	Loan	34	Celebration Suites	T Old Town, LLC	No
14	Loan	8, 35, 36, 37, 38, 39, 40, 41, 42, 43	Grand Canal Shoppes	Grand Canal Shops II, LLC and The Shoppes at the Palazzo, LLC	No
15	Loan	8, 31, 44	East Village Multifamily Portfolio	Village JV 129 First Avenue LLC, Village JV 143 First Avenue LLC, Village JV 165 Avenue A LLC, Village JV 191-193 Avenue A LLC, Village JV 201 East 2nd LLC, Village JV 211 Avenue A LLC, Village JV 435 East 12th LLC and Village JV 500 East 11th LLC	No
15.01	Property		165-167 Avenue A
15.02	Property		211 Avenue A
15.03	Property		201 East 2nd Street
15.04	Property		500 East 11th Street
15.05	Property		191-193 Avenue A
15.06	Property		143 First Avenue
15.07	Property		129 First Avenue
15.08	Property		435 East 12th Street
16	Loan		709 Science Drive	709 Science Property, LLC	No
17	Loan	45, 46	Hotel Clermont	Hotel Clermont, LLC	No

A-1-25

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Borrower Name	Delaware Statutory Trust?
18	Loan	47, 48	Tulsa Hotel Portfolio	Tulso, LLC and Tulht, LLC	No
18.01	Property		Hampton Inn and Suites Tulsa
18.02	Property		Home2 Suites by Hilton Tulsa
19	Loan		Sunrise Apartments	SF (DE), LLC	No
20	Loan		Bergen Grand	Bergen Ave Investments LLC	No
21	Loan		Lakeview Apartments	St Leonia, LLC and Puck Leonia, LLC	No
22	Loan	8	USAA Office Portfolio	JDM Legacy TX, LLC and JDM Crosstown FL, LLC	No
22.01	Property		Legacy Corporate Centre I & II
22.02	Property		Crosstown Center I
22.03	Property		Crosstown Center II
22.04	Property		Legacy Corporate Centre III
23	Loan	49	Hyatt House RDU Raleigh	Chhabra Properties 19 LLC	No
24	Loan		CubeSmart North Bergen	2425 North Bergen Self Storage, LLC	No
25	Loan	8, 31, 50, 51	American Metro Center	240 Princeton Urban Renewal, L.L.C.	No
26	Loan	52	Windgate Crossing	Windgate Crossing Delaware, LLC	No
27	Loan	53, 54	Bluebonnet Village	Bluebonnet Village, LLC	No
28	Loan		106 Apple Street	Apple Street Holdings LLC	No
29	Loan		Glendale Galleria	Glendale Galleria Center, LLC	No
30	Loan	55	Holiday Inn Express Portfolio (Birch Run and Brighton, MI)	Green Oak Lodging, Inc. and Birch Run Lodge One, Inc.	No
30.01	Property		Holiday Inn Express Birch Run
30.02	Property		Holiday Inn Express Brighton
31	Loan		180 N. Main Street	180 New City Realty LLC	No
32	Loan	56	Werner Apartments	The Werner LLC	No
33	Loan	57	2929 East Camelback	CP62929, LLC	No
34	Loan	58	338 South Avenue 17	338 South Avenue 16 LLC	No
35	Loan		Eastgate Center	East Gate Missoula Shopping Center, L.L.C.	No
36	Loan		1211 Newell Avenue	Silvio Uno, LLC	No
37	Loan	59	Kingston Square	Kingston Square Associates LLC	No
38	Loan		StorWise Self Storage Yuma	StorWise Yuma Arizona, LLC	No
39	Loan	60	South Shores Shopping Center	South Shores, LLC	No
40	Loan		1941 Old Cuthbert Road	HYK-Cherry Hill LLC	No
41	Loan	61	Forum at Gilbert Ranch	CC Fund 1 Williams Field, LLC	No
42	Loan	62	WestPark Industrial	AE Westpark LLC	No
43	Loan	63	North Loop Commons	Coral Loop Partners, LTD.	No
44	Loan		208 East 95th Street	208 E 95 Owners LLC	No
45	Loan	64	Via Del Mar	P1 of 30 VDM, LLC	No
46	Loan		AAA Self Storage Greensboro	AAA Storage Management #16, LLC	No
47	Loan		American Classic Self Storage	Centerville Storage, L.L.C.	No
48	Loan		AAA Self Storage Eastchester	AAA Storage Management #24, LLC	No
49	Loan		StorWise Self Storage Carson City	StorWise Carson City, LLC	No

A-1-26

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Carve-out Guarantor	Loan Purpose	Loan Amount (sources)	Principal’s New Cash Contribution (7)	Subordinate Debt	Other Sources	Total Sources	Loan Payoff
1	Loan	8, 9, 10	SoCal Retail Portfolio	Mark Gabay	Refinance	214,785,000	0	0	0	214,785,000	193,896,558
1.01	Property		The Springs
1.02	Property		Summerwood
1.03	Property		Food 4 Less – Target Center
1.04	Property		El Super Center
1.05	Property		Island Plaza
1.06	Property		Baldwin Park Promenade
1.07	Property		Lynwood Plaza
1.08	Property		El Cajon (CVS)
1.09	Property		Loma Vista
1.10	Property		MLK Medical
1.11	Property		Hawthorne Plaza
1.12	Property		Five Points Plaza
1.13	Property		Towne Center Square
1.14	Property		Camarillo
2	Loan		One and Olney Shopping Center	Daniel Massry, Isaac D. Massry and Mark E. Massry	Refinance	50,000,000	0	0	0	50,000,000	40,473,899
3	Loan	11, 12	1950-2000 Alameda de las Pulgas	Roger Fields	Acquisition	49,850,000	24,286,830	0	0	74,136,830	0
4	Loan		Mediterranean Apartments	Kevin F. Jones, Louise A. Jones, Louise A. Jones as Trustee of the Thomas F. Jones Separate Property Trust	Refinance	37,500,000	0	0	0	37,500,000	22,631,904
5	Loan	8, 13, 14, 15	New Jersey Center of Excellence	Joseph J. Sitt	Acquisition	91,200,000	62,646,965	0	1,245,297	155,092,262	0
6	Loan	8, 16, 17, 18	Millennium Park Plaza	Donal P. Barry, Sr.	Refinance	210,000,000	609,705	0	0	210,609,705	206,691,937
7	Loan	8, 19, 20, 21	19100 Ridgewood	USRA Net Lease III Capital Corp.	Acquisition	140,000,000	58,553,293	0	0	198,553,293	0
8	Loan	8, 22, 23, 24, 25	Bushwick Avenue Portfolio	Joseph Brunner and Toby Mandel	Refinance	130,000,000	0	0	0	130,000,000	111,462,375
8.01	Property		340 Evergreen Avenue
8.02	Property		871 Bushwick Avenue
8.03	Property		889 Bushwick Avenue
9	Loan	26	Dorel Laredo	Swapnil Agarwal	Acquisition	30,500,000	13,037,195	0	0	43,537,195	0
10	Loan	27	Quebec Square at Stapleton	ALTO Fund III Holding, LP	Acquisition	28,000,000	15,276,556	0	0	43,276,556	0
11	Loan	8, 23, 28,29, 30	Hilton Portfolio	Daniel A. Klingerman	Refinance	68,000,000	0	0	0	68,000,000	64,004,660
11.01	Property		Hampton Inn Bartonsville
11.02	Property		Homewood Suites Leesburg
11.03	Property		Hampton Inn Leesburg
11.04	Property		Hampton Inn Faxon
11.05	Property		Homewood Suites Ocala
11.06	Property		Hampton Inn Williamsport
11.07	Property		Hampton Inn Bermuda Run
12	Loan	8, 22, 31, 32	Washington Avenue Portfolio	Vinod Kewalramani	Refinance	39,000,000	0	0	0	39,000,000	23,905,467
12.01	Property		Washington Avenue Properties
12.02	Property	33	319 Saint Emanuel
12.03	Property		16210 Clay
13	Loan	34	Celebration Suites	Tabani T Investments, LLC	Refinance	25,500,000	0	0	0	25,500,000	21,829,259
14	Loan	8, 35, 36, 37, 38, 39, 40, 41, 42, 43	Grand Canal Shoppes	BPR Nimbus LLC	Refinance	760,000,000	0	215,000,000	0	975,000,000	627,284,452
15	Loan	8, 31, 44	East Village Multifamily Portfolio	Seryl Kushner	Refinance	85,500,000	0	0	0	85,500,000	79,096,419
15.01	Property		165-167 Avenue A
15.02	Property		211 Avenue A
15.03	Property		201 East 2nd Street
15.04	Property		500 East 11th Street
15.05	Property		191-193 Avenue A
15.06	Property		143 First Avenue
15.07	Property		129 First Avenue
15.08	Property		435 East 12th Street
16	Loan		709 Science Drive	Yaacov Brenenson, Fabien Elie Laskar, Menachem Eliyahu, Sholom Dov Ber Coleman and Shlomo Zalman Coleman	Refinance	22,350,000	0	0	0	22,350,000	18,773,125
17	Loan	45, 46	Hotel Clermont	Philip Welker and Ethan S. Orley	Refinance	22,000,000	0	0	0	22,000,000	15,583,550

A-1-27

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Carve-out Guarantor	Loan Purpose	Loan Amount (sources)	Principal’s New Cash Contribution (7)	Subordinate Debt	Other Sources	Total Sources	Loan Payoff
18	Loan	47, 48	Tulsa Hotel Portfolio	Aniketan H. Patel	Refinance	21,000,000	0	0	0	21,000,000	9,070,638
18.01	Property		Hampton Inn and Suites Tulsa
18.02	Property		Home2 Suites by Hilton Tulsa
19	Loan		Sunrise Apartments	Kevin F. Jones, Louise A. Jones and Louise A. Jones, as Trustee of the Thomas F. Jones Separate Property Trust	Refinance	19,800,000	0	0	0	19,800,000	13,479,665
20	Loan		Bergen Grand	Amir Ben-Yohanan, Abraham Gagin and Yuval Shram	Refinance	18,750,000	0	0	0	18,750,000	7,112,415
21	Loan		Lakeview Apartments	Seryl Kushner	Refinance	18,500,000	0	0	0	18,500,000	17,351,009
22	Loan	8	USAA Office Portfolio	JDM Real Estate Funds, LLC	Acquisition	242,400,000	132,983,640	0	0	375,383,640	0
22.01	Property		Legacy Corporate Centre I & II
22.02	Property		Crosstown Center I
22.03	Property		Crosstown Center II
22.04	Property		Legacy Corporate Centre III
23	Loan	49	Hyatt House RDU Raleigh	Gurbachan S. Chhabra	Refinance	15,000,000	0	0	0	15,000,000	11,062,283
24	Loan		CubeSmart North Bergen	SPT CRE Property Holdings 2015, LLC	Refinance	14,500,000	0	0	0	14,500,000	9,761,485
25	Loan	8, 31, 50, 51	American Metro Center	Avrohom Prager	Acquisition	33,200,000	0	0	0	33,200,000	0
26	Loan	52	Windgate Crossing	Charles A. Byxbee	Refinance	12,500,000	0	0	0	12,500,000	10,841,941
27	Loan	53, 54	Bluebonnet Village	Ted J. Duckworth, Breck R. Hines and John Michael Holtmann	Acquisition	11,720,000	3,708,986	0	1,075,000	16,503,986	0
28	Loan		106 Apple Street	Fishel Schlesinger	Refinance	11,500,000	0	0	0	11,500,000	10,558,792
29	Loan		Glendale Galleria	James Case	Acquisition	10,360,000	4,941,796	0	0	15,301,796	0
30	Loan	55	Holiday Inn Express Portfolio (Birch Run and Brighton, MI)	Malik Abdulnoor	Refinance	10,250,000	34,104	0	0	10,284,104	10,024,729
30.01	Property		Holiday Inn Express Birch Run
30.02	Property		Holiday Inn Express Brighton
31	Loan		180 N. Main Street	Dovie Sperlin	Refinance	10,200,000	0	0	0	10,200,000	8,002,009
32	Loan	56	Werner Apartments	Brandon Kamin and Mark Kamin	Refinance	10,110,000	0	0	0	10,110,000	7,759,212
33	Loan	57	2929 East Camelback	Cupertino Partners VI	Refinance	9,425,000	0	0	0	9,425,000	7,398,804
34	Loan	58	338 South Avenue 17	Daryoush Dayan	Refinance	9,000,000	0	0	0	9,000,000	7,908,112
35	Loan		Eastgate Center	E. Stanley Kroenke	Refinance	8,000,000	0	0	0	8,000,000	6,590,362
36	Loan		1211 Newell Avenue	John Lotz and Kimberly Lotz	Refinance	6,900,000	0	0	0	6,900,000	3,700,678
37	Loan	59	Kingston Square	Harry Tawil	Refinance	6,050,000	0	0	0	6,050,000	4,272,157
38	Loan		StorWise Self Storage Yuma	Chad Haggar and Scott Warner	Refinance	5,800,000	0	0	0	5,800,000	4,033,836
39	Loan	60	South Shores Shopping Center	Kamran Farhadi and Andrew Farhadi	Acquisition	5,740,000	2,232,739	0	0	7,972,739	0
40	Loan		1941 Old Cuthbert Road	Harold Kaufman	Recapitalization	5,000,000	0	0	0	5,000,000	0
41	Loan	61	Forum at Gilbert Ranch	Jeffrey D. Levine and Mark Schulman	Refinance	5,000,000	0	0	0	5,000,000	3,694,538
42	Loan	62	WestPark Industrial	Forrest Jinks and Mark Nelson	Acquisition	4,760,000	2,439,851	0	0	7,199,851	0
43	Loan	63	North Loop Commons	Randolph Wile	Refinance	4,450,000	0	0	0	4,450,000	2,587,229
44	Loan		208 East 95th Street	Barry J. Leon	Refinance	4,400,000	0	0	0	4,400,000	3,218,686
45	Loan	64	Via Del Mar	Herman Askew Jr. and Gabriela Carias-Green	Acquisition	4,405,000	2,272,894	0	0	6,677,894	0
46	Loan		AAA Self Storage Greensboro	Sean P. Jones	Refinance	4,100,000	0	0	0	4,100,000	2,674,273
47	Loan		American Classic Self Storage	James Arnhold and Deborah Cox Wood	Refinance	4,000,000	0	0	0	4,000,000	462,064
48	Loan		AAA Self Storage Eastchester	Sean P. Jones and Chad Hockaday	Refinance	3,600,000	76,579	0	0	3,676,579	3,554,586
49	Loan		StorWise Self Storage Carson City	Chad Haggar and Anna Volkoff	Refinance	2,200,000	0	0	0	2,200,000	1,344,348

A-1-28

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Purchase Price	Closing Costs	Reserves	Principal Equity Distribution	Other Uses	Total Uses	Lockbox	Cash Management
1	Loan	8, 9, 10	SoCal Retail Portfolio	0	1,326,506	4,410,494	15,151,443	0	214,785,000	Hard	Springing
1.01	Property		The Springs
1.02	Property		Summerwood
1.03	Property		Food 4 Less – Target Center
1.04	Property		El Super Center
1.05	Property		Island Plaza
1.06	Property		Baldwin Park Promenade
1.07	Property		Lynwood Plaza
1.08	Property		El Cajon (CVS)
1.09	Property		Loma Vista
1.10	Property		MLK Medical
1.11	Property		Hawthorne Plaza
1.12	Property		Five Points Plaza
1.13	Property		Towne Center Square
1.14	Property		Camarillo
2	Loan		One and Olney Shopping Center	0	666,829	49,959	8,809,313	0	50,000,000	Springing	Springing
3	Loan	11, 12	1950-2000 Alameda de las Pulgas	70,500,000	665,697	2,971,133	0	0	74,136,830	Hard	Springing
4	Loan		Mediterranean Apartments	0	500,684	254,857	14,112,555	0	37,500,000	Springing	Springing
5	Loan	8, 13, 14, 15	New Jersey Center of Excellence	152,000,000	2,848,259	244,002	0	0	155,092,262	Hard	Springing
6	Loan	8, 16, 17, 18	Millennium Park Plaza	0	2,840,738	1,077,030	0	0	210,609,705	Soft (Residential) / Hard (Nonresidential)	Springing
7	Loan	8, 19, 20, 21	19100 Ridgewood	198,000,000	553,293	0	0	0	198,553,293	Hard	In Place
8	Loan	8, 22, 23, 24, 25	Bushwick Avenue Portfolio	0	2,181,469	493,978	15,862,178	0	130,000,000	Springing	Springing
8.01	Property		340 Evergreen Avenue
8.02	Property		871 Bushwick Avenue
8.03	Property		889 Bushwick Avenue
9	Loan	26	Dorel Laredo	38,000,000	797,704	4,739,491	0	0	43,537,195	Soft	Springing
10	Loan	27	Quebec Square at Stapleton	42,250,000	280,817	745,740	0	0	43,276,556	Springing	Springing
11	Loan	8, 23, 28,29, 30	Hilton Portfolio	0	1,492,463	431,329	2,071,548	0	68,000,000	Springing	Springing
11.01	Property		Hampton Inn Bartonsville
11.02	Property		Homewood Suites Leesburg
11.03	Property		Hampton Inn Leesburg
11.04	Property		Hampton Inn Faxon
11.05	Property		Homewood Suites Ocala
11.06	Property		Hampton Inn Williamsport
11.07	Property		Hampton Inn Bermuda Run
12	Loan	8, 22, 31, 32	Washington Avenue Portfolio	0	1,109,140	1,503,522	12,481,870	0	39,000,000	Hard	Springing
12.01	Property		Washington Avenue Properties
12.02	Property	33	319 Saint Emanuel
12.03	Property		16210 Clay
13	Loan	34	Celebration Suites	0	475,123	810,747	2,384,871	0	25,500,000	Hard	Springing
14	Loan	8, 35, 36, 37, 38, 39, 40, 41, 42, 43	Grand Canal Shoppes	0	1,143,041	13,527,940	333,044,567	0	975,000,000	Hard	Springing
15	Loan	8, 31, 44	East Village Multifamily Portfolio	0	1,756,093	580,862	4,066,627	0	85,500,000	Soft (Residential) / Hard (Nonresidential)	Springing
15.01	Property		165-167 Avenue A
15.02	Property		211 Avenue A
15.03	Property		201 East 2nd Street
15.04	Property		500 East 11th Street
15.05	Property		191-193 Avenue A
15.06	Property		143 First Avenue
15.07	Property		129 First Avenue
15.08	Property		435 East 12th Street
16	Loan		709 Science Drive	0	340,071	287,563	2,949,242	0	22,350,000	Hard	In Place
17	Loan	45, 46	Hotel Clermont	0	769,337	47,671	5,599,442	0	22,000,000	Springing	Springing

A-1-29

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Purchase Price	Closing Costs	Reserves	Principal Equity Distribution	Other Uses	Total Uses	Lockbox	Cash Management
18	Loan	47, 48	Tulsa Hotel Portfolio	0	437,361	1,040,911	10,451,090	0	21,000,000	Hard	Springing
18.01	Property		Hampton Inn and Suites Tulsa
18.02	Property		Home2 Suites by Hilton Tulsa
19	Loan		Sunrise Apartments	0	322,709	85,716	5,911,910	0	19,800,000	Springing	Springing
20	Loan		Bergen Grand	0	490,794	41,124	11,105,667	0	18,750,000	Springing	Springing
21	Loan		Lakeview Apartments	0	322,513	24,486	801,992	0	18,500,000	Soft	Springing
22	Loan	8	USAA Office Portfolio	375,000,000	383,640	0	0	0	375,383,640	Hard	Springing
22.01	Property		Legacy Corporate Centre I & II
22.02	Property		Crosstown Center I
22.03	Property		Crosstown Center II
22.04	Property		Legacy Corporate Centre III
23	Loan	49	Hyatt House RDU Raleigh	0	187,116	140,229	3,610,372	0	15,000,000	Springing	Springing
24	Loan		CubeSmart North Bergen	0	228,140	11,083	4,499,292	0	14,500,000	None	None
25	Loan	8, 31, 50, 51	American Metro Center	13,500,000	699,572	0	19,000,429	0	33,200,000	Hard	Springing
26	Loan	52	Windgate Crossing	0	153,021	1,092,772	412,266	0	12,500,000	Springing	Springing
27	Loan	53, 54	Bluebonnet Village	15,300,000	403,899	800,088	0	0	16,503,986	Springing	Springing
28	Loan		106 Apple Street	0	346,607	507,051	87,549	0	11,500,000	Soft	Springing
29	Loan		Glendale Galleria	14,800,000	432,073	69,723	0	0	15,301,796	Springing	Springing
30	Loan	55	Holiday Inn Express Portfolio (Birch Run and Brighton, MI)	0	159,669	99,705	0	0	10,284,104	Springing	Springing
30.01	Property		Holiday Inn Express Birch Run
30.02	Property		Holiday Inn Express Brighton
31	Loan		180 N. Main Street	0	205,498	0	1,992,493	0	10,200,000	Hard	Springing
32	Loan	56	Werner Apartments	0	197,512	128,605	2,024,671	0	10,110,000	Soft	Springing
33	Loan	57	2929 East Camelback	0	119,690	324,347	1,582,158	0	9,425,000	Springing	Springing
34	Loan	58	338 South Avenue 17	0	146,045	183,628	762,215	0	9,000,000	Hard	Springing
35	Loan		Eastgate Center	0	120,606	0	1,289,032	0	8,000,000	Springing	Springing
36	Loan		1211 Newell Avenue	0	190,663	86,731	2,921,929	0	6,900,000	Springing	Springing
37	Loan	59	Kingston Square	0	314,121	540,338	923,385	0	6,050,000	Hard	Springing
38	Loan		StorWise Self Storage Yuma	0	133,336	35,290	1,597,537	0	5,800,000	Springing	Springing
39	Loan	60	South Shores Shopping Center	7,650,000	147,408	175,331	0	0	7,972,739	Springing	Springing
40	Loan		1941 Old Cuthbert Road	0	214,380	123,270	4,662,349	0	5,000,000	Hard	Springing
41	Loan	61	Forum at Gilbert Ranch	0	84,418	80,116	1,140,929	0	5,000,000	Springing	Springing
42	Loan	62	WestPark Industrial	6,545,000	487,805	167,046	0	0	7,199,851	Soft	Springing
43	Loan	63	North Loop Commons	0	139,801	91,864	1,631,106	0	4,450,000	Soft	Springing
44	Loan		208 East 95th Street	0	194,863	321,172	665,278	0	4,400,000	Soft	Springing
45	Loan	64	Via Del Mar	6,033,719	173,817	470,359	0	0	6,677,894	Springing	Springing
46	Loan		AAA Self Storage Greensboro	0	114,934	3,398	1,307,395	0	4,100,000	None	None
47	Loan		American Classic Self Storage	0	99,652	24,067	3,414,218	0	4,000,000	None	None
48	Loan		AAA Self Storage Eastchester	0	115,808	6,186	0	0	3,676,579	None	None
49	Loan		StorWise Self Storage Carson City	0	110,421	4,945	740,287	0	2,200,000	Springing	Springing

A-1-30

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Cash Management Triggers	Ground Lease Y/N	Ground Lease Expiration Date
1	Loan	8, 9, 10	SoCal Retail Portfolio	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.45x
1.01	Property		The Springs		No
1.02	Property		Summerwood		No
1.03	Property		Food 4 Less – Target Center		No
1.04	Property		El Super Center		No
1.05	Property		Island Plaza		No
1.06	Property		Baldwin Park Promenade		No
1.07	Property		Lynwood Plaza		No
1.08	Property		El Cajon (CVS)		No
1.09	Property		Loma Vista		No
1.10	Property		MLK Medical		No
1.11	Property		Hawthorne Plaza		No
1.12	Property		Five Points Plaza		No
1.13	Property		Towne Center Square		No
1.14	Property		Camarillo		No
2	Loan		One and Olney Shopping Center	(i) the occurrence of an Event of Default, (ii) Debt Yield is less than 7.25%, (iii) failure to deliver financial statements as required in the Loan Agreement, (iv) the occurrence of a Critical Tenant Trigger Event, (v) the occurrence of a New Mezzanine Loan Event of Default	No
3	Loan	11, 12	1950-2000 Alameda de las Pulgas	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) the commencement of a Lease Sweep Period	No
4	Loan		Mediterranean Apartments	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.40x	No
5	Loan	8, 13, 14, 15	New Jersey Center of Excellence	(i) the occurrence of an Event of Default, (ii) Debt Yield is less than 6.0%	No
6	Loan	8, 16, 17, 18	Millennium Park Plaza	(i) the occurrence of an Event of Default, (ii) Debt Yield is less than 6.0%	No
7	Loan	8, 19, 20, 21	19100 Ridgewood	(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 85% of Closing Date NOI, (iii) the occurrence of an Event of Default under the Marathon Lease, (iv) bankruptcy action of Marathon Guarantor or Marathon Tenant, (v) the occurrence of a Tenant Vacancy Period, (vi) commencing on December 1, 2027 if (x) Marathon Tenant has not delivered written notice to exercise its renewal option under the Marathon Lease prior to such date and (y) the Marathon Lease is not otherwise extended as of such date to at least May 31, 2034	No
8	Loan	8, 22, 23, 24, 25	Bushwick Avenue Portfolio	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x
8.01	Property		340 Evergreen Avenue		No
8.02	Property		871 Bushwick Avenue		No
8.03	Property		889 Bushwick Avenue		No
9	Loan	26	Dorel Laredo	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.55x, (iii) commencing on the Payment Date in October 2024 the Debt Yield is less than 8.5%, (iv) commencing from the Payment Date in October 2027 the Debt Yield is less than 8.75%	No
10	Loan	27	Quebec Square at Stapleton	(i) the occurrence of an Event of Default, (ii) (a) DSCR is less than 1.30x or (b) DSCR is less than 1.85x upon a Multiple Shadow Anchor DSCR Cure Event, (iii) bankruptcy action of Borrower or Manager, (iv) the occurrence of a Critical Tenant Shadow Anchor Trigger Event (but not a Multiple Shadow Anchor Trigger Event), (v) the occurrence of a Multiple Shadow Anchor Trigger Event	No
11	Loan	8, 23, 28,29, 30	Hilton Portfolio	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) any franchise agreement terminates or expires, (iv) the franchise agreements for both Homewood Suites Leesburg and Homewood Suites Ocala have not been extended/renewed by the date that is 12 months prior to each respective franchise agreement expiration date, which extensions/renewals must provide for extended expiration dates of no earlier than 5 years beyond the maturity date of the Loan
11.01	Property		Hampton Inn Bartonsville		No
11.02	Property		Homewood Suites Leesburg		No
11.03	Property		Hampton Inn Leesburg		No
11.04	Property		Hampton Inn Faxon		No
11.05	Property		Homewood Suites Ocala		No
11.06	Property		Hampton Inn Williamsport		No
11.07	Property		Hampton Inn Bermuda Run		No
12	Loan	8, 22, 31, 32	Washington Avenue Portfolio	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.75x, (iii) the commencement of a Lease Sweep Period
12.01	Property		Washington Avenue Properties		No
12.02	Property	33	319 Saint Emanuel		No
12.03	Property		16210 Clay		No
13	Loan	34	Celebration Suites	(i) the occurrence of an Event of Default, (ii) DSCR is less than 2.90x	No
14	Loan	8, 35, 36, 37, 38, 39, 40, 41, 42, 43	Grand Canal Shoppes	(i) the occurrence of an Event of Default, (ii) Debt Yield is less than 6.5%	Yes	Various
15	Loan	8, 31, 44	East Village Multifamily Portfolio	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.35x
15.01	Property		165-167 Avenue A		No
15.02	Property		211 Avenue A		No
15.03	Property		201 East 2nd Street		No
15.04	Property		500 East 11th Street		No
15.05	Property		191-193 Avenue A		No
15.06	Property		143 First Avenue		No
15.07	Property		129 First Avenue		No
15.08	Property		435 East 12th Street		No
16	Loan		709 Science Drive	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.35x, (iii) the commencement of a Lease Sweep Period	No
17	Loan	45, 46	Hotel Clermont	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) the occurrence of a Franchise Trigger Event, (iv) the borrower fails to timely make the additional deposit of amounts owed to Investor Member, (v) a PIP for the Property is required by the Franchisor or any replacement thereof and Borrower has not otherwise timely deposited PIP Deposit Amount with Lender	No

A-1-31

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Cash Management Triggers	Ground Lease Y/N	Ground Lease Expiration Date
18	Loan	47, 48	Tulsa Hotel Portfolio	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) the date that is 30 months prior to the expiration of the franchise agreement unless Borrower has satisfied the New License Conditions, (iv) loss, termination, cancellation or expiration of the Franchise Agreement, (v) the borrower fails to deposit any required PIP Deposit Amount in a timely manner
18.01	Property		Hampton Inn and Suites Tulsa		No
18.02	Property		Home2 Suites by Hilton Tulsa		No
19	Loan		Sunrise Apartments	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.40x	No
20	Loan		Bergen Grand	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) Debt Yield is less than 7.0%, (iv) Occupancy is less than 85%	No
21	Loan		Lakeview Apartments	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.35x, (iii) commencing from and after the 83rd payment date the Debt Yield is less than 8.0%	No
22	Loan	8	USAA Office Portfolio	(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 85% of Closing Date NOI, (iii) the occurrence of a Lease Sweep Period
22.01	Property		Legacy Corporate Centre I & II		No
22.02	Property		Crosstown Center I		No
22.03	Property		Crosstown Center II		No
22.04	Property		Legacy Corporate Centre III		No
23	Loan	49	Hyatt House RDU Raleigh	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) the occurrence of a Franchise Trigger Event, (iv) the borrower fails to deposit any required PIP Deposit Amount in a timely manner	No
24	Loan		CubeSmart North Bergen	NAP	No
25	Loan	8, 31, 50, 51	American Metro Center	(i) the occurrence of an Event of Default, (ii) the NOI to Master Lease Rent Ratio is less than 1.75x	No
26	Loan	52	Windgate Crossing	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.55x, (iii) the occurrence of a Major Tenant Trigger Event	No
27	Loan	53, 54	Bluebonnet Village	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) the occurrence of a Specified Tenant Trigger Event	No
28	Loan		106 Apple Street	(i) the occurrence of an Event of Default, (ii) DSCR is less than 2.00x, (iii) Debt Yield is less than 10.0%, (iv) Occupancy is less than 80%, (v) the commencement of a Lease Sweep Period	No
29	Loan		Glendale Galleria	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.30x, (iii) the occurrence of a Lease Sweep Period, (iv) Occupancy is less than 75%	No
30	Loan	55	Holiday Inn Express Portfolio (Birch Run and Brighton, MI)	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x, (iii) the occurrence of a Birch Run Franchise Trigger Event, (iv) any franchise agreement terminates or expires
30.01	Property		Holiday Inn Express Birch Run		No
30.02	Property		Holiday Inn Express Brighton		No
31	Loan		180 N. Main Street	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) the commencement of a Lease Sweep Period	No
32	Loan	56	Werner Apartments	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) failure to deliver financial statements as required in the Loan Agreement, (iv) the occurrence of a Zeus Housing Trigger Event	No
33	Loan	57	2929 East Camelback	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) failure to deliver financial statements as required in the Loan Agreement	No
34	Loan	58	338 South Avenue 17	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.40x, (iii) the commencement of a Lease Sweep Period	No
35	Loan		Eastgate Center	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x, and if the borrower has not entered into and delivered a copy to lender of the master lease, (iii) bankruptcy action of guarantor or manager, (iv) the occurrence of a Critical Tenant Trigger Event	No
36	Loan		1211 Newell Avenue	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.35x, (iii) the occurrence of a 2024 Rollover Sweep Event Trigger	No
37	Loan	59	Kingston Square	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x, (iii) Debt Yield is less than 9.0% (iv) the commencement of a Lease Sweep Period, (v) Occupancy is less than 80%	No
38	Loan		StorWise Self Storage Yuma	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.05x	No
39	Loan	60	South Shores Shopping Center	(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 75% of Closing Date NOI, (iii) failure to deliver financial statements as required in the Loan Agreement	No
40	Loan		1941 Old Cuthbert Road	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) the commencement of a Lease Sweep Period, or (v) if, as of November 15, 2019 or any Calculation Date thereafter, Occupancy is less than 80%	No
41	Loan	61	Forum at Gilbert Ranch	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x	No
42	Loan	62	WestPark Industrial	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x, (iii) Debt Yield is less than 8.0% (iv) the commencement of a Lease Sweep Period, (v) Occupancy is less than 75%	No
43	Loan	63	North Loop Commons	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.45x, (iii) the commencement of a Lease Sweep Period	No
44	Loan		208 East 95th Street	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) Debt Yield is less than 7.0%, (iv) Occupancy is less than 80%	No
45	Loan	64	Via Del Mar	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.50x	No
46	Loan		AAA Self Storage Greensboro	NAP	No
47	Loan		American Classic Self Storage	NAP	No
48	Loan		AAA Self Storage Eastchester	NAP	No
49	Loan		StorWise Self Storage Carson City	(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.05x	No

A-1-32

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Annual Ground Lease Payment ($)	Cut-off Date Pari Passu Companion Loan Balance ($)	Cut-off Date Subordinate Companion Loan Balance ($)	Subordinate Companion Loan Interest Rate	Cut-off Date Mezzanine Debt Balance ($)	Terrorism Insurance Required	Franchise Agreement Expiration	Control Number
1	Loan	8, 9, 10	SoCal Retail Portfolio		164,785,000				Yes	NAP	1
1.01	Property		The Springs						Yes	NAP	1.01
1.02	Property		Summerwood						Yes	NAP	1.02
1.03	Property		Food 4 Less – Target Center						Yes	NAP	1.03
1.04	Property		El Super Center						Yes	NAP	1.04
1.05	Property		Island Plaza						Yes	NAP	1.05
1.06	Property		Baldwin Park Promenade						Yes	NAP	1.06
1.07	Property		Lynwood Plaza						Yes	NAP	1.07
1.08	Property		El Cajon (CVS)						Yes	NAP	1.08
1.09	Property		Loma Vista						Yes	NAP	1.09
1.10	Property		MLK Medical						Yes	NAP	1.10
1.11	Property		Hawthorne Plaza						Yes	NAP	1.11
1.12	Property		Five Points Plaza						Yes	NAP	1.12
1.13	Property		Towne Center Square						Yes	NAP	1.13
1.14	Property		Camarillo						Yes	NAP	1.14
2	Loan		One and Olney Shopping Center						Yes	NAP	2
3	Loan	11, 12	1950-2000 Alameda de las Pulgas						Yes	NAP	3
4	Loan		Mediterranean Apartments						Yes	NAP	4
5	Loan	8, 13, 14, 15	New Jersey Center of Excellence		54,720,000				Yes	NAP	5
6	Loan	8, 16, 17, 18	Millennium Park Plaza		175,000,000				Yes	NAP	6
7	Loan	8, 19, 20, 21	19100 Ridgewood		105,000,000				Yes	NAP	7
8	Loan	8, 22, 23, 24, 25	Bushwick Avenue Portfolio		95,000,000				Yes	NAP	8
8.01	Property		340 Evergreen Avenue						Yes	NAP	8.01
8.02	Property		871 Bushwick Avenue						Yes	NAP	8.02
8.03	Property		889 Bushwick Avenue						Yes	NAP	8.03
9	Loan	26	Dorel Laredo						Yes	NAP	9
10	Loan	27	Quebec Square at Stapleton						Yes	NAP	10
11	Loan	8, 23, 28,29, 30	Hilton Portfolio		42,000,000				Yes	Various	11
11.01	Property		Hampton Inn Bartonsville						Yes	7/31/2035	11.01
11.02	Property		Homewood Suites Leesburg						Yes	1/31/2028	11.02
11.03	Property		Hampton Inn Leesburg						Yes	5/18/2022	11.03
11.04	Property		Hampton Inn Faxon						Yes	5/31/2033	11.04
11.05	Property		Homewood Suites Ocala						Yes	4/20/2028	11.05
11.06	Property		Hampton Inn Williamsport						Yes	9/30/2032	11.06
11.07	Property		Hampton Inn Bermuda Run						Yes	8/31/2030	11.07
12	Loan	8, 22, 31, 32	Washington Avenue Portfolio		13,000,000				Yes	NAP	12
12.01	Property		Washington Avenue Properties						Yes	NAP	12.01
12.02	Property	33	319 Saint Emanuel						Yes	NAP	12.02
12.03	Property		16210 Clay						Yes	NAP	12.03
13	Loan	34	Celebration Suites						Yes	NAP	13
14	Loan	8, 35, 36, 37, 38, 39, 40, 41, 42, 43	Grand Canal Shoppes	600,002	735,000,000	215,000,000	6.25000%		Yes	NAP	14
15	Loan	8, 31, 44	East Village Multifamily Portfolio		60,500,000				Yes	NAP	15
15.01	Property		165-167 Avenue A						Yes	NAP	15.01
15.02	Property		211 Avenue A						Yes	NAP	15.02
15.03	Property		201 East 2nd Street						Yes	NAP	15.03
15.04	Property		500 East 11th Street						Yes	NAP	15.04
15.05	Property		191-193 Avenue A						Yes	NAP	15.05
15.06	Property		143 First Avenue						Yes	NAP	15.06
15.07	Property		129 First Avenue						Yes	NAP	15.07
15.08	Property		435 East 12th Street						Yes	NAP	15.08
16	Loan		709 Science Drive						Yes	NAP	16
17	Loan	45, 46	Hotel Clermont						Yes	NAP	17

A-1-33

GSMS 2019-GSA1 Annex A-1

Control Number	Loan / Property Flag	Footnotes	Property Name	Annual Ground Lease Payment ($)	Cut-off Date Pari Passu Companion Loan Balance ($)	Cut-off Date Subordinate Companion Loan Balance ($)	Subordinate Companion Loan Interest Rate	Cut-off Date Mezzanine Debt Balance ($)	Terrorism Insurance Required	Franchise Agreement Expiration	Control Number
18	Loan	47, 48	Tulsa Hotel Portfolio						Yes	Various	18
18.01	Property		Hampton Inn and Suites Tulsa						Yes	6/30/2029	18.01
18.02	Property		Home2 Suites by Hilton Tulsa						Yes	11/30/2035	18.02
19	Loan		Sunrise Apartments						Yes	NAP	19
20	Loan		Bergen Grand						Yes	NAP	20
21	Loan		Lakeview Apartments						Yes	NAP	21
22	Loan	8	USAA Office Portfolio		227,400,000				Yes	NAP	22
22.01	Property		Legacy Corporate Centre I & II						Yes	NAP	22.01
22.02	Property		Crosstown Center I						Yes	NAP	22.02
22.03	Property		Crosstown Center II						Yes	NAP	22.03
22.04	Property		Legacy Corporate Centre III						Yes	NAP	22.04
23	Loan	49	Hyatt House RDU Raleigh						Yes	12/22/2037	23
24	Loan		CubeSmart North Bergen						Yes	NAP	24
25	Loan	8, 31, 50, 51	American Metro Center		20,000,000				Yes	NAP	25
26	Loan	52	Windgate Crossing						Yes	NAP	26
27	Loan	53, 54	Bluebonnet Village						Yes	NAP	27
28	Loan		106 Apple Street						Yes	NAP	28
29	Loan		Glendale Galleria						Yes	NAP	29
30	Loan	55	Holiday Inn Express Portfolio (Birch Run and Brighton, MI)						Yes	Various	30
30.01	Property		Holiday Inn Express Birch Run						Yes	5/23/2027	30.01
30.02	Property		Holiday Inn Express Brighton						Yes	4/28/2037	30.02
31	Loan		180 N. Main Street						Yes	NAP	31
32	Loan	56	Werner Apartments						Yes	NAP	32
33	Loan	57	2929 East Camelback						Yes	NAP	33
34	Loan	58	338 South Avenue 17						Yes	NAP	34
35	Loan		Eastgate Center						Yes	NAP	35
36	Loan		1211 Newell Avenue						Yes	NAP	36
37	Loan	59	Kingston Square						Yes	NAP	37
38	Loan		StorWise Self Storage Yuma						Yes	NAP	38
39	Loan	60	South Shores Shopping Center						Yes	NAP	39
40	Loan		1941 Old Cuthbert Road						Yes	NAP	40
41	Loan	61	Forum at Gilbert Ranch						Yes	NAP	41
42	Loan	62	WestPark Industrial						Yes	NAP	42
43	Loan	63	North Loop Commons						Yes	NAP	43
44	Loan		208 East 95th Street						Yes	NAP	44
45	Loan	64	Via Del Mar						Yes	NAP	45
46	Loan		AAA Self Storage Greensboro						Yes	NAP	46
47	Loan		American Classic Self Storage						Yes	NAP	47
48	Loan		AAA Self Storage Eastchester						Yes	NAP	48
49	Loan		StorWise Self Storage Carson City						Yes	NAP	49

A-1-34

Footnotes to Annex A-1

(1) The Administrative Cost Rate includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate applicable to each Mortgage Loan.

(2) The Monthly Debt Service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only period.

(3) The open period is inclusive of the Maturity Date or Anticipated Repayment Date.

(4) Underwritten NCF DSCR is calculated based on amortizing debt service payments (except for interest-only loans).

(5) Occupancy reflects tenants that have signed leases, but are not yet in occupancy or may not be paying rent.

(6) The lease expirations shown are based on full lease terms; however, in some instances, the tenant may have the option to terminate its lease prior to the expiration date shown. In addition, in some instances, a tenant may have the right to assign its lease or sublease the leased premises and be released from its obligations under the lease.

(7) If the purpose of the Mortgage Loan was to finance an acquisition of the Mortgaged Property, the field “Principal’s New Cash Contribution” reflects the cash investment by one or more of the equity owners in the borrower in connection with such acquisition. If the purpose of the Mortgage Loan was to refinance the Mortgaged Property, the field “Principal’s New Cash Contribution” reflects the cash contributed to the borrower by one or more of the equity owners at the time the Mortgage Loan was originated.

(8) The Mortgage Loan is part of a whole loan structure. Cut-off Date LTV Ratio, LTV Ratio at Maturity, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the Mortgage Loan and any related Pari Passu Companion Loans, but exclude any related Subordinate Companion Loans.

(9) The Replacement Reserve Cap excludes the upfront deposit.

(10) The Mortgaged Properties consist of 1,481,231 SF across 14 properties and are comprised of 1,448,731 SF (97.8% of net rentable area) of retail space, and one office property comprising 32,500 SF, of which 5,000 SF is retail (2.2% of net rentable area). Income from retail space is approximately 96.9% of underwritten gross potential income and income from office space is approximately 3.1% of underwritten gross potential income. Occupancy as of March 1, 2019 is 99.0% for the retail space and 100.0% for the office space.

(11) Beginning on the payment date occurring in December 2021, and on each payment date thereafter, an amount equal to $16,611.40; provided, however, in the event that the San Mateo County lease is renewed in the eighth year of the term of the 1950-2000 Alameda de las Pulgas Mortgage Loan, for a lease term of at least five additional years and at a rental amount at least equal to the rental amount then in effect at the time of such renewal, the monthly payment amount will be thereafter reduced to $8,333.50.

(12) On the Due Date occurring in December 2021, and on each Due Date thereafter, if and to the extent the amount contained in the TI/LC reserve account is less than $2,500,000, the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $16,611.40; provided, however, in the event that the San Mateo County lease is renewed in the eighth year of the term of the 1950-2000 Alameda de las Pulgas Mortgage Loan, for a lease term of at least five additional years and at a rental amount at least equal to the rental amount then in effect at the time of such renewal, the monthly payment amount will be thereafter reduced to $8,333.50.

(13) The New Jersey Center of Excellence Whole Loan was co-originated by Citi Real Estate Funding Inc. and Argentic Real Estate Finance LLC.

(14) The Largest Tenant, Ashland Inc., has 152,000 SF of space expiring on April 30, 2030 and 46,000 SF of space expiring on December 31, 2026. Ashland Inc. has two 5-year renewal options for Building N with 9 months’ notice required and one 3-year and 4 month renewal option for Building M with 9 months’ notice required. In addition, Ashland Inc. has no early termination options.

(15) The Third Largest Tenant, Kashiv, currently subleases 142,780 SF directly from Amneal, through September 2025, located in Building J at the Mortgaged Property. Kashiv currently pays rent of $14.75 per SF triple net, which increases to $16.00 per SF triple net on April 1, 2021 through the remainder of the lease term.

(16) The lockout period will be at least 27 payment dates beginning with and including the First Due Date in September 2019. For the purpose of this prospectus, the assumed lockout period of 27 payment dates is based on the expected GSMS 2019-GSA1 securitization closing date in November 2019. The actual lockout period may be longer.

A-1-35

(17) The Mortgaged Property is a 38-story, multifamily, office and retail tower located in Chicago, Illinois. The components of the Mortgaged Property are divided as follows: multifamily (557 units), office (85,017 SF) and retail (18,450 SF).

(18) The Largest Tenant, CenturyLink, Inc., has (i) 9,128 SF expiring on September 30, 2023 and (ii) 430 SF expiring on July 31, 2023.

(19) On each Due Date beginning with the First Due Date until the Marathon Petroleum lease is renewed with an expiration date on or after September 6, 2034 (the “Non-Renewal Period”), the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to (a) $1.75 times the SF of Building I and Building II (618,017 SF in the aggregate) divided by (b) 12. As of the Cut-off Date, the Ongoing TI/LC Reserve amount is $90,127.48.

(20) During the Non-Renewal Period, the TI/LC Cap will be equal to $17.50 times the SF of Building I and Building II (618,017 SF in the aggregate). As of the Cut-off Date, the TI/LC Cap is $10,815,297.50.

(21) The sole tenant, Marathon Petroleum, subleases 147,295 SF to EOG Resources, Inc. at an underwritten base rent of $30.00 per SF expiring in January 2026. Marathon Petroleum has also vacated approximately 84,000 SF over floors 10-12 and is in negotiations with the borrower sponsor to return such space in exchange for Marathon Petroleum extending their lease at the Mortgaged Property. Marathon Petroleum continues to pay rent on the vacated portion. We cannot assure you that this tenant will continue to pay rent as anticipated or at all.

(22) Allocated Cut-off Date Loan Amounts are allocated to the Mortgaged Properties based upon appraised values.

(23) The lockout period will be at least 26 payment dates beginning with and including the First Due Date in October 2019. For the purposes of this prospectus, the assumed lockout period of 26 payment dates is based on the expected GSMS 2019-GSA1 securitization closing date in November 2019. The actual lockout period may be longer.

(24) The Bushwick Avenue Portfolio Mortgaged Properties are comprised of two multifamily properties and one mixed-use building. The 871 Bushwick Avenue Mortgaged Property is comprised of 140,510 SF. The 340 Evergreen Avenue Mortgaged Property is comprised of 157,037 SF or 168 units. The 889 Bushwick Avenue Mortgaged Property is comprised of 49,656 SF or 54 units.

(25) The 871 Bushwick Avenue Mortgaged Property is subject to a ground lease with Metro International Church, Inc. (the “871 Bushwick Ground Lease”). The 871 Bushwick Ground Lease is dated as of and commenced on July 1, 2019. The expiration date of the 871 Bushwick Ground Lease is June 30, 2049, with no renewal options. In the event that Metro International Church, Inc. files a declaration for a leasehold condominium (the “Declaration”) within the first year of the 871 Bushwick Ground Lease, the expiration date of the 871 Bushwick Ground Lease will be extended to the date that is 30 years from the filing of the Declaration. Metro International Church, Inc. is required to deliver notice of the filing of the Declaration to the landlord simultaneously with the recording of the Declaration. Annual ground rent is equal to $3.6 million, which escalates by 2.5% over the prior year each year during the term of the 871 Bushwick Ground Lease, except in year 15, when the ground rent increases by 10% over the prior year.

(26) With respect to the Dorel Laredo Mortgage Loan, the related borrower deposited $2,000,000 into an earnout reserve at origination. The Mortgage Loan documents provide that the lender will be required to apply the funds in such reserve to prepay a portion of the Mortgage Loan, and the borrower will be required to pay the yield maintenance premium applicable thereto, in the event that by October 6, 2021, the following performance standard has not been achieved: (i) no event of default or cash management period under the Mortgage Loan documents has occurred and is continuing; and (ii) the debt yield is at least 8.00%. The Debt Yield on Underwritten Net Operating Income, Cut-off Date LTV Ratio and LTV Ratio at Maturity without netting the earnout reserve are 8.3%, 74.6% and 74.6%, respectively.

(27) On each Due Date, if and to the extent the net operating income is less than 90% of the Rollover Reserve NOI, the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $12,976. “Rollover Reserve NOI” means 90% of the closing date NOI, which was $3,262,163 at Mortgage Loan origination; provided, to the extent any release parcel is released as described in the Mortgage Loan documents, the closing date NOI will be reduced by the allocable portion of the closing date NOI attributable to the applicable release parcel as set forth in the Mortgage Loan documents.

(28) The Appraised Value represents a 5.8% premium to the aggregate “as-is” appraised value of the individual Mortgaged Properties. The Cut-off Date LTV Ratio and LTV Ratio at Maturity for the Hilton Portfolio Mortgage Loan are calculated using the “as-is” appraised value based on such portfolio premium. The “as-is” appraised value for the Hilton Portfolio Mortgaged Properties was $104,000,000 as of June 1, 2019. The Cut-off Date LTV Ratio and LTV Ratio at Maturity calculated using the aggregate “as-is” appraised values are 65.4% and 54.0%, respectively.

(29) On each Due Date, the related borrower is required to deposit into an FF&E reserve account an amount equal to (i) one-twelfth of 4% of gross income for the prior calendar year for the first 33 months of the Hilton Portfolio Whole Loan term and (ii) one-twelfth of 5% of gross income for the prior calendar year thereafter.

A-1-36

(30) A PIP reserve for potential PIP items is required by the applicable franchisor in connection with the renewal or replacement of the franchise agreement relating to the Hampton Inn Leesburg Mortgaged Property (the “Hampton Inn Leesburg PIP”). The borrowers are required to make monthly deposits in the amount of $77,800 per month beginning with the payment date in October 2019 and continuing through and including the payment date in June 2022 of the Hilton Portfolio Whole Loan term, subject to a $2,500,000 cap. Funds on deposit in the PIP reserve will be available to pay the costs associated with the Hampton Inn Leesburg PIP. Upon the completion of the Hampton Inn Leesburg PIP and payment in full of the costs related thereto, any funds remaining in this PIP reserve will be transferred to the FF&E reserve. In lieu of making the monthly PIP reserve payments, the borrowers will have the option of posting cash or multiple letters of credit in accordance with the following schedule: (i) $1,000,000 on the day of the closing of the Hilton Portfolio Whole Loan; (ii) $1,000,000 on or before the Hilton Portfolio Whole Loan payment date in September 2020 of the Hilton Portfolio Whole Loan term; and (iii) $500,000 on or before the Hilton Portfolio Whole Loan payment date in September 2021 of the Hilton Portfolio Whole Loan term. The borrowers posted a $1,000,000 letter of credit at origination of the Hilton Portfolio Whole Loan.

(31) The lockout period will be at least 25 payment dates beginning with and including the First Due Date in November 2019. For the purpose of this prospectus, the assumed lockout period of 25 payment dates is based on the expected GSMS 2019-GSA1 securitization closing date in November 2019. The actual lockout period may be longer.

(32) The Mortgaged Property is comprised of 69,885 SF of industrial space (55.9% of net rentable area), 41,562 SF (33.2% of net rentable area) of retail space, and 13,577 SF (10.9% of net rentable area) of office space. Income from industrial space is approximately 26.0% of underwritten gross potential income, income from retail space is approximately 62.6% of underwritten gross potential income, and income from office space is approximately 11.4% of underwritten gross potential income. Occupancy as of September 18, 2019 is 100.0% for the retail space and office space, and Occupancy as of October 1, 2019 is 100.0% for the industrial space.

(33) The Washington Avenue Portfolio - 319 Saint Emanuel Mortgaged Property was owner-occupied without a lease in prior years. As such, year 2016 and 2017 cash flows do not include any income or expenses related to the Washington Avenue Portfolio - 319 Saint Emanuel Mortgaged Property. Year 2018 and TTM 7/31/2019 cash flows for the Washington Avenue Portfolio - 319 Saint Emanuel Mortgaged Property include only $62,930 and $57,585 of parking income, respectively, and $286,879 and $273,866 of expenses, respectively.

(34) Within 45 days after the end of the fiscal quarter ending in December 2020 and for each fiscal quarter thereafter, the borrower is required to satisfy the following: (i) deliver satisfactory evidence to the lender that no less than 5% of quarterly gross revenue (“Quarterly FF&E Amount”) has been paid on average by borrower during each fiscal quarter since the origination of the Mortgage Loan (commencing with the fiscal quarter ending in December 2020) and applied to approved capital/FF&E expenses at the Mortgaged Property and (ii) to the extent the borrower has not satisfied item (i), the borrower is required to deposit with the lender, to be held in the capital/FF&E reserve subaccount, an amount equal to the difference between the cumulative sum of the Quarterly FF&E Amount for each fiscal quarter that has elapsed since the origination of the Mortgage Loan (commencing with the fiscal quarter ending in December 2020) minus the actual amount of approved capital/FF&E expenses which have been incurred by the borrower during such period. To the extent the borrower fails to satisfy item (i) or (ii) within the time period specified in the Mortgage Loan documents, the borrower is required thereafter to pay to the lender, on each payment date, an amount equal to one-twelfth of 5.0% of the annual gross revenue (based on the prior year).

(35) The lockout period will be at least 28 payment dates beginning with and including the First Due Date in August 2019. For the purpose of this prospectus, the assumed lockout period of 28 payment dates is based on the expected GSMS 2019-GSA1 securitization closing date in November 2019. The actual lockout period may be longer.

(36) The Grand Canal Shoppes Whole Loan was co-originated by Morgan Stanley Bank, N.A., Wells Fargo Bank, N.A., JPMorgan Chase Bank, National Association and Goldman Sachs Bank USA.

(37) Units, Rooms, Sq Ft excludes the 84,743 SF space currently leased to Barneys New York (the “Barneys Parcel”). The Barneys Parcel is included in the collateral; however, the borrowers have the right to obtain a free release with respect to the Barneys Parcel. As such, no value or rental income has been attributed to the Barneys Parcel.

(38) The Largest Tenant, Venetian Casino Resort, has (i) 38,920 SF expiring on May 31, 2029, (ii) 34,088 SF expiring on July 31, 2025, (iii) 8,096 SF expiring on September 30, 2033 and (iv) 1 SF expiring on December 31, 2019.

(39) The Second Largest Tenant, TAO, has (i) 39,553 SF expiring on January 31, 2025, (ii) 8,800 SF expiring on May 31, 2029 and (iii) 1,088 SF expiring on January 31, 2020.

(40) The Third Largest Tenant, Madame Tussauds Las Vegas, has (i) 28,000 SF expiring on July 31, 2024 and (ii) 235 SF expiring on December 31, 2019.

(41) The Fourth Largest Tenant, Regis Galerie, has (i) 15,039 SF expiring on May 31, 2025, (ii) 4,654 SF expiring on February 29, 2020 and (iii) 8,406 SF expiring on December 31, 2020.

A-1-37

(42) The Appraised Value represents the “as-is” appraised value of $1,640,000,000 for the Mortgaged Property as of April 3, 2019, which excludes the Barneys Parcel that is subject to a free release under the Mortgage Loan documents. The “as-is” appraised value of the Mortgaged Property, including the Barneys Parcel, as of April 3, 2019 is $1,680,000,000, and results in a Cut-off Date LTV Ratio and LTV Ratio at Maturity of 45.2%.

(43) The borrowers are tenants under two ground leases and an air rights lease at the Mortgaged Property. One ground lease is for the retail and restaurant space on the casino level of the Venetian Hotel and Casino and expires on May 14, 2093 with no extension options. The other ground lease is for the retail and restaurant space on the casino level of The Palazzo and expires on February 28, 2097 with no extension options. The annual rent under each ground lease is $1 and the borrowers have the option to purchase the applicable premises for $1 on their respective expiration dates.

The air rights above the space leased to Walgreens Co. and used as a Walgreen’s store are leased by a third party to the borrowers. The air rights lease expires on February 28, 2064 and has one 40-year extension option. The annual ground rent under the air rights lease was initially $600,000. Such rent is subject to annual increases in an amount equal to the percentage increase in the consumer price index during the corresponding period, subject to a cap of 2.0%. The underwritten ground rent expense is $133,475. The borrowers sublease a portion of the air rights to The Venetian Casino Resort, LLC who pays 80.68% of the rent payable under the air rights lease, with the borrowers responsible for the remaining 19.32%.

(44) The Mortgaged Properties consist of 110,930 SF and are comprised of 93,000 SF (83.8% of net rentable area) of multifamily space across 144 units and 17,930 SF (16.2% of net rentable area) of retail space. Income from multifamily space is approximately 67.9% of underwritten gross potential rent, and income from retail space is approximately 32.1% of underwritten gross potential rent. Occupancy as of August 13, 2019 is 99.3% based on units for the residential space and 100.0% for the commercial space.

(45) The Ongoing Replacement Reserve is an FF&E reserve in an amount equal to one-twelfth of the greater of (i) four percent of total gross revenues of the Mortgaged Property (based on the prior year), or (ii) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E (initially $27,574.73).

(46) The borrower will pay to the lender, on each Due Date, an amount equal to the greater of one-twelfth of (i)(a) for the Due Dates from December, 2019 through November, 2022, three percent times the annual rents of the Mortgaged Property for the previous twelve month period as determined on the anniversary of October 31 (initially $27,574.73 per month) and, (b) commencing December 6, 2022 and for each remaining Due Date thereafter during the Mortgage Loan term, four percent times the annual rents of the Mortgaged Property for the previous twelve month period as determined on the anniversary of October 31, for the replacement of FF&E, or (ii) the amount, if any, required to be reserved under the franchise agreement for FF&E.

(47) The Ongoing Replacement Reserve is an FF&E reserve in an amount equal to one-twelfth of the greater of (i) four percent of total gross revenues of the Mortgaged Property (based on the prior year), or (ii) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E (initially $16,895.53).

(48) The borrower will pay to the lender, on each Due Date, one-twelfth of the greater of (i) (a) four percent of total gross revenues of the Mortgaged Property (based on the prior year) from the origination date through and including November 5, 2021, (b) four and one-half percent of total gross revenues of the Mortgaged Property (based on the prior year) from November 6, 2021 through and including November 5, 2023, and (c) five percent of total gross revenues of the Mortgaged Property (based on the prior year) from November 6, 2023 through and including the maturity date or (ii) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E.

(49) The Ongoing Replacement Reserve is an FF&E reserve in an amount equal to the greater of (i) one-twelfth of four percent times the annual rents of the Mortgaged Property for the previous twelve month period as determined on the anniversary of the last day of the calendar month of origination, or (ii) the monthly amount required to be reserved pursuant to the franchise agreement, for the replacement of FF&E (initially $15,907.62 per month).

(50) The Cut-off Date LTV Ratio and LTV Ratio at Maturity are calculated utilizing the “Market Value of Master Lease with Hypothetical Conditions” Appraised Value of $48,600,000, which assumes that the Mortgaged Property is subject to a master lease that is put in place pursuant to an arms-length transaction. The Mortgaged Property is subject to a master lease with a borrower affiliate that has an expiration date of October 31, 2118.

(51) The American Metro Center is subject to a master lease pursuant to which the borrower is the master lessor and a borrower affiliate is the master tenant. The $13.5 million purchase price for the American Metro Center represents the purchase of a 100% membership interest in the borrower. The total purchase price for the purchase of a 100% membership interest in each of the borrower (master lessor) and the borrower affiliate (master tenant) was $100.0 million.

A-1-38

(52) The Appraised Value represents the “Hypothetical Market Value As If Complete” appraised value of $20,100,000 with an appraisal valuation date of August 14, 2019. The “as if complete” appraised value based on a hypothetical condition assumes that Black Rock Coffee is in occupancy and paying rent at the Mortgaged Property. At origination of the Windgate Crossing Mortgage Loan, the borrower deposited $1,045,296 for construction costs and the equivalent of two years of Black Rock Coffee’s base rent. The “as-is” appraised value is $19,000,000 with a valuation date of August 14, 2019. The Cut-off Date LTV Ratio and LTV Ratio at Maturity based on the “as-is” appraised value are both 62.2%.

(53) If the Upfront Replacement Reserve is drawn upon such that the balance is below the Replacement Reserve Cap of $50,000, on each Due Date, the related borrower is required to deposit $1,690 for Ongoing Replacement Reserve until such time as the replacement reserve account balance reaches $50,000.

(54) If the Upfront TI/LC Reserve is drawn upon such that the balance is below the TI/LC Cap of $200,000, on each Due Date, the related borrower is required to deposit $4,167 for Ongoing TI/LC Reserve until such time as the TI/LC reserve account balance reaches $200,000.

(55) On each Due Date, the related borrower is required to deposit into an FF&E reserve account an amount equal to (i) one-twelfth of 4% of annual gross income for the prior calendar year for the Holiday Inn Express Brighton Mortgaged Property and (ii) one-twelfth of 5% of annual gross income for the prior calendar year for the Holiday Inn Express Birch Run Mortgaged Property.

(56) The Cut-off Date LTV Ratio and LTV Ratio at Maturity are calculated utilizing the “prospective value upon stabilization” appraised value of $16,650,000 as of September 1, 2019. The Cut-off Date LTV Ratio and LTV Ratio at Maturity calculated based on the “as-is” appraised value of $16,630,000 as of July 29, 2019, are both 60.8%.

(57) The Third Largest Tenant, Taylor Street, has (i) 7,260 SF expiring on April 30, 2023 and (ii) 1,720 SF expiring on June 30, 2023.

(58) On each Due Date, if and to the extent the amount contained in the TI/LC reserve account is less than $50,000, the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $3,036.79.

(59) On each Due Date, if and to the extent the amount contained in the TI/LC reserve account is less than $400,000, the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $5,702.75.

(60) On the Due Date in October 2019, the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $20,000, and on each Due Date thereafter, the Ongoing TI/LC Reserve amount will be reduced to $5,138.88.

(61) If the Upfront TI/LC Reserve is drawn upon such that the balance is below the TI/LC Cap of $50,000, on each Due Date, the related borrower is required to deposit $2,160 for Ongoing TI/LC Reserve until such time as the TI/LC reserve account balance reaches $50,000.

(62) On each Due Date, if and to the extent the amount contained in the TI/LC reserve account is less than $50,000, the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $3,333.33.

(63) The Mortgaged Property consists of 11,220 SF and is comprised of 8,000 SF (71.3% of net rentable area) of medical space and 3,220 SF (28.7% of net rentable area) of retail space. Income from medical space is approximately 68.2% of underwritten gross potential income, income from retail space is approximately 26.3% of underwritten gross potential income, and other income from miscellaneous revenue is 5.5% of underwritten gross potential income. Occupancy as of August 26, 2019 is 100.0% for the medical space and 100.0% for the retail space.

(64) On each Due Date, if and to the extent the amount contained in the TI/LC reserve account is less than $300,000, the borrower is required to deposit into the TI/LC reserve account an Ongoing TI/LC Reserve amount equal to $6,037.75.

A-1-39

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ANNEX A-2

MORTGAGE POOL INFORMATION

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Distribution of Loan Purpose

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Loan Purpose	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
Refinance	36	$       614,254,728	71.1%	$       17,062,631	2.27x	3.851%	118.1	59.8%	56.7%
Acquisition	12	$       244,981,233	28.3	$       20,415,103	2.34x	3.756%	114.2	66.5%	64.5%
Recapitalization	1	5,000,000	0.6	$5,000,000	1.52x	3.850%	118.0	68.5%	59.0%
Total/Avg./Wtd.Avg.	49	$       864,235,961	100.0%	$       17,637,469	2.29x	3.824%	117.0	61.7%	58.9%

Distribution of Amortization Types⁽¹⁾

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Amortization Type	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
Interest Only	29	$       636,565,000	73.7%	$       21,950,517	2.42x	3.751%	118.0	61.2%	61.2%
Interest Only, Then Amortizing(2)	10	111,280,000	12.9	$       11,128,000	1.87x	3.903%	109.2	63.2%	55.8%
Amortizing (30 Years)	8	85,158,065	9.9	$       10,644,758	1.96x	4.112%	118.7	63.6%	50.8%
Amortizing (27.5 Years)	1	21,000,000	2.4	$       21,000,000	1.85x	4.100%	120.0	63.4%	48.5%
Amortizing (25 Years)	1	10,232,896	1.2	$       10,232,896	1.95x	4.550%	119.0	57.5%	42.3%
Total/Avg./Wtd.Avg.	49	$       864,235,961	100.0%	$       17,637,469	2.29x	3.824%	117.0	61.7%	58.9%

⁽¹⁾ All of the mortgage loans will have balloon payments at maturity date.

⁽²⁾ Original partial interest only periods range from 12 to 60 months.

Distribution of Cut-off Date Balances

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Cut-off Date	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Balances ($)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
2,200,000 - 5,000,000	10	$         41,883,527	4.8%	$         4,188,353	1.92x	4.062%	117.9	61.6%	54.0%
5,000,001 - 10,000,000	7	50,881,488	5.9	$         7,268,784	2.10x	3.903%	118.2	64.1%	59.6%
10,000,001 - 15,000,000	11	134,303,585	15.5	$       12,209,417	2.06x	3.934%	118.5	64.6%	59.9%
15,000,001 - 20,000,000	3	57,050,000	6.6	$       19,016,667	2.10x	3.710%	119.0	60.3%	60.3%
20,000,001 - 30,000,000	9	220,787,361	25.5	$       24,531,929	2.46x	3.856%	114.1	58.7%	53.2%
30,000,001 - 40,000,000	6	209,480,000	24.2	$       34,913,333	2.31x	3.721%	118.0	62.9%	62.9%
40,000,001 - 50,000,000	3	149,850,000	17.3	$       49,950,000	2.44x	3.773%	117.3	61.7%	61.7%
Total/Avg./Wtd.Avg.	49	$       864,235,961	100.0%	$       17,637,469	2.29x	3.824%	117.0	61.7%	58.9%
Min	$2,200,000
Max	$50,000,000
Weighted Average	$17,637,469

A-2-1

Distribution of Underwritten Net Cash Flow Debt Service Coverage Ratios

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Underwritten Net Cash Flow	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Debt Service Coverage Ratios (x)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
1.34 - 1.60	6	$         31,700,000	3.7%	$         5,283,333	1.47x	4.209%	117.5	68.4%	63.1%
1.61 - 1.80	6	66,523,805	7.7	$       11,087,301	1.70x	3.998%	118.6	63.6%	59.3%
1.81 - 2.00	10	137,980,893	16.0	$       13,798,089	1.87x	3.938%	118.6	65.2%	57.4%
2.01 - 2.50	18	430,326,263	49.8	$       23,907,015	2.20x	3.830%	115.6	60.4%	58.4%
2.51 - 3.00	6	131,725,000	15.2	$       21,954,167	2.77x	3.473%	118.8	63.2%	63.2%
3.01 - 4.00	2	40,480,000	4.7	$       20,240,000	3.22x	3.727%	117.0	58.7%	58.7%
4.01 - 4.58	1	25,500,000	3.0	$       25,500,000	4.58x	4.150%	119.0	49.0%	49.0%
Total/Avg./Wtd.Avg.	49	$       864,235,961	100.0%	$       17,637,469	2.29x	3.824%	117.0	61.7%	58.9%
Min	1.34x
Max	4.58x
Weighted Average	2.29x

Distribution of Mortgage Interest Rates

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Mortgage	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Interest Rates (%)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
3.340 - 3.500	5	$       135,800,000	15.7%	$       27,160,000	2.63x	3.421%	118.8	62.5%	62.5%
3.501 - 3.750	16	314,838,279	36.4	$       19,677,392	2.29x	3.667%	114.8	62.8%	62.0%
3.751 - 4.000	10	156,016,144	18.1	$       15,601,614	2.12x	3.865%	118.7	61.1%	57.2%
4.001 - 4.250	11	175,904,494	20.4	$       15,991,318	2.34x	4.116%	117.5	59.4%	55.1%
4.251 - 4.500	4	62,650,000	7.2	$       15,662,500	1.92x	4.339%	118.8	62.7%	54.1%
4.501 - 4.600	3	19,027,044	2.2	$         6,342,348	1.85x	4.573%	118.3	60.7%	49.6%
Total/Avg./Wtd.Avg.	49	$       864,235,961	100.0%	$       17,637,469	2.29x	3.824%	117.0	61.7%	58.9%
Min	3.340%
Max	4.600%
Weighted Average	3.824%

A-2-2

Distribution of Cut-off Date Loan-to-Value Ratios⁽¹⁾

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Cut-off Date	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Loan-to-Value Ratios (%)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
44.3 - 50.0	4	$         92,985,574	10.8%	$       23,246,394	2.93x	3.912%	118.1	48.1%	47.6%
50.1 - 55.0	4	77,400,000	9.0	$       19,350,000	2.36x	3.865%	115.6	52.0%	51.6%
55.1 - 60.0	5	78,212,896	9.0	$       15,642,579	2.53x	3.870%	117.9	58.2%	55.2%
60.1 - 65.0	16	286,822,361	33.2	$       17,926,398	2.13x	3.809%	115.1	62.4%	58.2%
65.1 - 70.0	15	298,618,045	34.6	$       19,907,870	2.21x	3.760%	118.6	67.6%	65.9%
70.1 - 74.3	5	30,197,085	3.5	$         6,039,417	1.69x	4.105%	117.9	72.4%	61.0%
Total/Avg./Wtd.Avg.	49	$       864,235,961	100.0%	$       17,637,469	2.29x	3.824%	117.0	61.7%	58.9%
Min	44.3%
Max	74.3%
Weighted Average	61.7%

⁽¹⁾ Unless otherwise indicated, the Cut-off Date LTV Ratio is calculated utilizing the “as-is” appraised value. With respect to five mortgage loans (10.7% of the initial pool balance) the Cut-off Date LTV Ratio was calculated based upon a valuation other than an “as-is” value of each related mortgaged property or the cut-off date principal balance of a mortgage loan less a reserve taken at origination. The weighted average Cut-off Date LTV Ratio for the mortgage pool without making any adjustments is 62.0%.

Distribution of Maturity Date Loan-to-Value Ratios⁽¹⁾

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Maturity Date	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Loan-to-Value Ratios (%)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
35.0 - 40.0	1	$           4,985,574	0.6%	$         4,985,574	2.49x	3.800%	118.0	44.3%	35.0%
40.1 - 45.0	2	13,832,896	1.6	$         6,916,448	1.88x	4.329%	118.7	55.8%	42.4%
45.1 - 50.0	6	145,500,000	16.8	$       24,250,000	2.53x	3.977%	118.7	53.0%	48.5%
50.1 - 55.0	7	141,462,198	16.4	$       20,208,885	2.19x	4.016%	116.8	57.4%	51.7%
55.1 - 60.0	9	107,090,293	12.4	$       11,898,921	2.40x	3.759%	108.7	62.2%	58.4%
60.1 - 65.0	15	197,615,000	22.9	$       13,174,333	2.15x	3.725%	118.4	64.2%	62.8%
65.1 - 69.9	9	253,750,000	29.4	$       28,194,444	2.27x	3.707%	118.6	67.6%	67.6%
Total/Avg./Wtd.Avg.	49	$       864,235,961	100.0%	$       17,637,469	2.29x	3.824%	117.0	61.7%	58.9%
Min	35.0%
Max	69.9%
Weighted Average	58.9%

⁽¹⁾ Unless otherwise indicated, the Maturity Date LTV Ratio is calculated utilizing the “as-is” appraised value. With respect to five mortgage loans (10.7% of the initial pool balance) the respective Maturity Date LTV Ratios were calculated based upon a valuation other than an “as-is” appraised value of each related mortgaged property or the cut-off date principal balance of a mortgage loan less a reserve taken at origination. The weighted average Maturity Date LTV Ratio for the mortgage pool without making such adjustments is 59.3%.

A-2-3

Distribution of Original Terms to Maturity⁽¹⁾

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Original	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Terms to Maturity (mos)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
84	1	$         28,000,000	3.2%	$       28,000,000	2.09x	3.520%	83.0	60.2%	57.9%
120 - 121	48	836,235,961	96.8	$       17,421,583	2.29x	3.834%	118.2	61.8%	59.0%
Total/Avg./Wtd.Avg.	49	$       864,235,961	100.0%	$       17,637,469	2.29x	3.824%	117.0	61.7%	58.9%
Min	84 months
Max	121 months
Weighted Average	119 months

⁽¹⁾ All of the mortgage loans will have balloon payments at maturity date.

Distribution of Remaining Terms to Maturity⁽¹⁾

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Remaining	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Terms to Maturity (mos)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
83	1	$         28,000,000	3.2%	$       28,000,000	2.09x	3.520%	83.0	60.2%	57.9%
114 - 120	48	836,235,961	96.8	$       17,421,583	2.29x	3.834%	118.2	61.8%	59.0%
Total/Avg./Wtd.Avg.	49	$       864,235,961	100.0%	$       17,637,469	2.29x	3.824%	117.0	61.7%	58.9%
Min	83 months
Max	120 months
Weighted Average	117 months

⁽¹⁾ All of the mortgage loans will have balloon payments at maturity date.

A-2-4

Distribution of Original Amortization Terms

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Original Amortization	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Terms (mos)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
Interest Only	29	$       636,565,000	73.7%	$       21,950,517	2.42x	3.751%	118.0	61.2%	61.2%
300 - 330	2	31,232,896	3.6	$       15,616,448	1.88x	4.247%	119.7	61.5%	46.5%
360	18	196,438,065	22.7	$       10,913,226	1.91x	3.994%	113.3	63.4%	53.6%
Total/Avg./Wtd.Avg.	49	$       864,235,961	100.0%	$       17,637,469	2.29x	3.824%	117.0	61.7%	58.9%
Min	300 months
Max	360 months
Weighted Average	355 months

Distribution of Remaining Amortization Terms

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Remaining Amortization	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Terms (mos)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
Interest Only	29	$       636,565,000	73.7%	$       21,950,517	2.42x	3.751%	118.0	61.2%	61.2%
299 - 330	2	31,232,896	3.6	$       15,616,448	1.88x	4.247%	119.7	61.5%	46.5%
358 - 360	18	196,438,065	22.7	$       10,913,226	1.91x	3.994%	113.3	63.4%	53.6%
Total/Avg./Wtd.Avg.	49	$       864,235,961	100.0%	$       17,637,469	2.29x	3.824%	117.0	61.7%	58.9%
Min	299 months
Max	360 months
Weighted Average	354 months

A-2-5

Distribution of Original Partial Interest Only Periods

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Original Partial Interest Only	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Periods (mos)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
12	1	$         26,000,000	3.0%	$       26,000,000	2.05x	4.300%	118.0	61.8%	51.1%
24	2	$           7,700,000	0.9%	$         3,850,000	1.64x	3.751%	117.5	59.4%	49.6%
36	5	$         35,080,000	4.1%	$         7,016,000	1.69x	4.079%	118.1	70.7%	61.3%
60	2	$         42,500,000	4.9%	$       21,250,000	1.94x	3.544%	94.9	58.5%	55.1%

Distribution of Prepayment Provisions

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Prepayment Provisions	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
Defeasance	43	$       691,885,961	80.1%	$       16,090,371	2.28x	3.830%	117.0	61.7%	58.4%
Yield Maintenance	5	157,850,000	18.3	$       31,570,000	2.37x	3.820%	117.0	62.3%	62.3%
Yield Maintenance or Defeasance	1	14,500,000	1.7	$       14,500,000	1.65x	3.589%	118.0	55.2%	49.8%
Total/Avg./Wtd.Avg.	49	$       864,235,961	100.0%	$       17,637,469	2.29x	3.824%	117.0	61.7%	58.9%

A-2-6

Distribution of Debt Yields on Underwritten Net Operating Income⁽¹⁾

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Debt Yields on	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Underwritten Net Operating Income (%)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
6.0 - 8.0	9	$       170,160,000	19.7%	$       18,906,667	1.87x	3.771%	118.2	64.7%	64.7%
8.1 - 10.0	19	338,700,000	39.2	$       17,826,316	2.24x	3.791%	117.7	59.5%	58.7%
10.1 - 12.0	12	189,802,654	22.0	$       15,816,888	2.39x	3.666%	113.4	65.2%	61.0%
12.1 - 15.0	7	129,840,411	15.0	$       18,548,630	2.36x	4.090%	118.5	61.1%	52.2%
15.1 - 20.0	1	10,232,896	1.2	$       10,232,896	1.95x	4.550%	119.0	57.5%	42.3%
20.1 - 21.8	1	25,500,000	3.0	$       25,500,000	4.58x	4.150%	119.0	49.0%	49.0%
Total/Avg./Wtd.Avg.	49	$       864,235,961	100.0%	$       17,637,469	2.29x	3.824%	117.0	61.7%	58.9%
Min	6.0%
Max	21.8%
Weighted Average	10.3%

⁽¹⁾ With respect one mortgage loan, representing approximately 3.5% of the initial pool balance, the respective Debt Yield on Underwritten NOI and Debt Yield on Underwritten NCF were calculated using the Cut-off Date principal balance of the mortgage loan less a $2,000,000 holdback taken at origination. The weighted average Debt Yield on Underwritten NOI and the weighted average Debt Yield on Underwritten NCF of the mortgage pool without adjustments is 10.3% and 9.7% respectively.

Distribution of Debt Yields on Underwritten Net Cash Flow⁽¹⁾

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Range of Debt Yields on	Mortgage	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Underwritten Net Cash Flow (%)	Loans	Balance	Balance	Balance	Ratio	Interest Rate	Maturity (mos)	LTV	LTV
6.0 - 8.0	9	$       170,160,000	19.7%	$       18,906,667	1.87x	3.771%	118.2	64.7%	64.7%
8.1 - 10.0	21	398,125,000	46.1	$       18,958,333	2.31x	3.746%	117.9	60.4%	59.7%
10.1 - 12.0	13	170,752,491	19.8	$       13,134,807	2.16x	3.848%	112.9	65.1%	57.0%
12.1 - 15.0	5	99,698,470	11.5	$       19,939,694	2.49x	4.103%	118.2	59.3%	51.9%
15.1 - 19.3	1	25,500,000	3.0	$       25,500,000	4.58x	4.150%	119.0	49.0%	49.0%
Total/Avg./Wtd.Avg.	49	$       864,235,961	100.0%	$       17,637,469	2.29x	3.824%	117.0	61.7%	58.9%
Min	6.0%
Max	19.3%
Weighted Average	9.7%

⁽¹⁾ With respect one mortgage loan, representing approximately 3.5% of the initial pool balance, the respective Debt Yield on Underwritten NOI and Debt Yield on Underwritten NCF were calculated using the Cut-off Date principal balance of the mortgage loan less a $2,000,000 holdback taken at origination. The weighted average Debt Yield on Underwritten NOI and the weighted average Debt Yield on Underwritten NCF of the mortgage pool without adjustments is 10.3% and 9.7% respectively.

A-2-7

Distribution of Lockbox Types

			Percentage of
	Number of		Aggregate
	Mortgage	Cut-off Date	Cut-off Date
Lockbox Type	Loans	Balance	Balance
Hard	15	$       349,550,569	40.4%
Springing	21	344,271,586	39.8
Soft	7	84,213,805	9.7
Soft (Residential) / Hard (Nonresidential)	2	60,000,000	6.9
None	4	26,200,000	3.0
Total	49	$       864,235,961	100.0%

Distribution of Escrows

			Percentage of
	Number of		Aggregate
	Mortgage	Cut-off Date	Cut-off Date
Escrow Type	Loans	Balance	Balance
Replacement Reserves(1)	43	$       757,835,961	87.7%
Real Estate Tax	41	$       672,835,961	77.9%
TI/LC(2)	22	$       407,075,015	74.4%
Insurance	33	$       504,730,961	58.4%

⁽¹⁾ Includes mortgage loans with FF&E reserves.

⁽²⁾ Percentage of total retail, office, mixed use and industrial properties only.

A-2-8

Distribution of Property Types

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
	Mortgaged	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Property Types	Properties	Balance(1)	Balance	Balance	Ratio(2)	Interest Rate(2)	Maturity (mos)(2)	LTV(2)	LTV(2)
Retail	24	$       214,751,222	24.8%	$         8,947,968	2.29x	3.802%	112.7	59.6%	57.1%
Anchored	16	153,261,926	17.7	$         9,578,870	2.30x	3.783%	110.9	61.1%	59.3%
Unanchored	4	27,912,931	3.2	$         6,978,233	2.18x	3.942%	118.4	61.4%	54.7%
Specialty Retail	1	25,000,000	2.9	$       25,000,000	2.46x	3.741%	116.0	46.3%	46.3%
Shadow Anchored	3	8,576,365	1.0	$         2,858,788	1.99x	3.853%	116.7	66.9%	56.5%
Multifamily	10	$       165,075,351	19.1%	$       16,507,535	2.06x	3.758%	118.7	60.3%	60.3%
Garden	4	106,300,000	12.3	$       26,575,000	2.19x	3.696%	119.0	58.8%	58.8%
Mid-Rise	6	58,775,351	6.8	$         9,795,892	1.83x	3.870%	118.3	62.8%	62.8%
Mixed Use	12	$       132,024,204	15.3%	$       11,002,017	2.50x	3.605%	117.8	62.9%	62.9%
Office/R&D/Laboratory	1	36,480,000	4.2	$       36,480,000	3.24x	3.730%	117.0	59.6%	59.6%
Multifamily/Office/Retail	1	35,000,000	4.0	$       35,000,000	2.01x	3.660%	117.0	65.8%	65.8%
Multifamily/Retail	7	23,809,649	2.8	$         3,401,378	2.07x	3.340%	119.0	61.2%	61.2%
Retail/Office/Parking	1	21,609,555	2.5	$       21,609,555	2.95x	3.400%	119.0	64.3%	64.3%
Multifamily/Office	1	10,675,000	1.2	$       10,675,000	1.81x	3.710%	118.0	65.0%	65.0%
Medical/Retail	1	4,450,000	0.5	$         4,450,000	1.92x	4.310%	119.0	64.2%	64.2%
Office	10	$       129,639,988	15.0%	$       12,963,999	2.48x	3.693%	118.4	66.7%	66.7%
General Suburban	10	129,639,988	15.0	$       12,963,999	2.48x	3.693%	118.4	66.7%	66.7%
Hospitality	14	$       119,713,585	13.9%	$         8,550,970	2.54x	4.245%	119.1	59.1%	49.1%
Extended Stay	5	58,545,395	6.8	$       11,709,079	3.11x	4.162%	119.0	57.4%	50.0%
Limited Service	8	39,168,190	4.5	$         4,896,024	1.97x	4.310%	118.8	61.1%	48.1%
Full Service	1	22,000,000	2.5	$       22,000,000	2.03x	4.350%	120.0	60.1%	48.3%
Industrial	6	$         45,431,611	5.3%	$         7,571,935	1.98x	3.885%	118.4	63.8%	54.9%
Warehouse/Distribution	4	40,153,193	4.6	$       10,038,298	2.03x	3.892%	118.4	63.2%	54.3%
Flex	2	5,278,418	0.6	$         2,639,209	1.60x	3.826%	118.1	68.3%	59.3%
Self Storage	6	$         34,200,000	4.0%	$         5,700,000	1.78x	3.770%	117.5	59.4%	52.7%
Self Storage	6	34,200,000	4.0	$         5,700,000	1.78x	3.770%	117.5	59.4%	52.7%
Leased Fee	2	$         23,400,000	2.7%	$       11,700,000	1.52x	4.272%	118.6	69.0%	69.0%
Office	1	$         13,200,000	1.5	$       13,200,000	1.66x	4.150%	119.0	68.3%	68.3%
Retail	1	$         10,200,000	1.2	$       10,200,000	1.34x	4.430%	118.0	69.9%	69.9%
Total/Avg./Wtd.Avg.	84	$       864,235,961	100.0%	$       10,288,523	2.29x	3.824%	117.0	61.7%	58.9%

⁽¹⁾ Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.

⁽²⁾ Weighted average based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.

A-2-9

Geographic Distribution

					Weighted		Weighted
			Percentage of		Average Debt	Weighted	Average	Weighted	Weighted
	Number of		Aggregate	Average	Service	Average	Remaining	Average	Average
Geographic Distribution	Mortgaged	Cut-off Date	Cut-off Date	Cut-off Date	Coverage	Mortgage	Terms to	Cut-off Date	Maturity Date
Property Location	Properties	Balance(1)	Balance	Balance	Ratio(2)	Interest Rate(2)	Maturity (mos)(2)	LTV(2)	LTV(2)
California	20	$       195,337,361	22.6%	$         9,766,868	2.24x	3.867%	117.6	57.3%	55.8%
New Jersey	7	117,930,000	13.6	$       16,847,143	2.33x	3.806%	118.3	62.8%	61.7%
Texas	9	107,448,108	12.4	$       11,938,679	2.45x	3.646%	118.5	67.7%	67.2%
New York	13	74,600,000	8.6	$         5,738,462	1.82x	3.737%	118.3	64.2%	64.2%
Pennsylvania	5	67,389,091	7.8	$       13,477,818	2.52x	3.665%	118.7	65.4%	62.4%
Arizona	5	43,070,574	5.0	$         8,614,115	2.22x	3.804%	118.4	63.4%	58.8%
Florida	4	36,875,451	4.3	$         9,218,863	3.97x	3.997%	118.5	53.4%	52.4%
Illinois	1	35,000,000	4.0	$       35,000,000	2.01x	3.660%	117.0	65.8%	65.8%
Nevada	3	32,923,279	3.8	$       10,974,426	2.29x	3.770%	116.4	52.8%	49.5%
Colorado	1	28,000,000	3.2	$       28,000,000	2.09x	3.520%	83.0	60.2%	57.9%
North Carolina	4	25,165,983	2.9	$         6,291,496	1.91x	4.043%	118.4	63.2%	51.3%
Georgia	1	22,000,000	2.5	$       22,000,000	2.03x	4.350%	120.0	60.1%	48.3%
Oklahoma	2	21,000,000	2.4	$       10,500,000	1.85x	4.100%	120.0	63.4%	48.5%
Virginia	3	12,679,412	1.5	$         4,226,471	2.37x	4.111%	117.7	58.4%	51.0%
Louisiana	1	11,720,000	1.4	$       11,720,000	1.72x	4.250%	118.0	71.9%	62.6%
Michigan	2	10,232,896	1.2	$         5,116,448	1.95x	4.550%	119.0	57.5%	42.3%
Washington	1	10,110,000	1.2	$       10,110,000	2.15x	3.610%	118.0	60.7%	60.7%
Montana	1	8,000,000	0.9	$         8,000,000	2.02x	4.156%	119.0	58.6%	58.6%
Mississippi	1	4,753,805	0.6	$         4,753,805	1.76x	4.100%	119.0	73.1%	58.4%
Total/Avg./Wtd.Avg.	84	$       864,235,961	100.0%	$       10,288,523	2.29x	3.824%	117.0	61.7%	58.9%

⁽¹⁾ Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.

⁽²⁾ Weighted average based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.

A-2-10

ANNEX A-3

DESCRIPTION OF THE TOP 15 MORTGAGE LOANS

A-3-1

SOCAL RETAIL PORTFOLIO

 

A-3-2

SOCAL RETAIL PORTFOLIO

 

A-3-3

SOCAL RETAIL PORTFOLIO

Mortgaged Property Information				Mortgage Loan Information
Number of Mortgaged Properties(1)		14		Loan Seller		AREF
Location (City/State)		Various/California		Cut-off Date Principal Balance(3)		$50,000,000
Property Type(1)		Various		Cut-off Date Principal Balance per SF(2)		$145.00
Size (SF)(1)		1,481,231		Percentage of Initial Pool Balance		5.8%
Total Occupancy as of 3/1/2019		99.0%		Number of Related Mortgage Loans		None
Owned Occupancy as of 3/1/2019		99.0%		Type of Security		Fee Simple
Year Built / Latest Renovation		Various / Various		Mortgage Rate		4.0590%
Appraised Value(2)		$413,250,000		Original Term to Maturity (Months)		120
				Original Amortization Term (Months)		NAP
				Original Interest Only Period (Months)		120
Underwritten Revenues		$27,692,309
Underwritten Expenses		$6,462,745		Escrows(4)
Underwritten Net Operating Income (NOI)		$21,229,564			Upfront		Monthly
Underwritten Net Cash Flow (NCF)		$20,192,703		Taxes	$680,770		$226,923
Cut-off Date LTV Ratio(2)		52.0%		Insurance	$0		$0
Maturity Date LTV Ratio(2)		52.0%		Replacement Reserves	$0		$24,687
DSCR Based on Underwritten NOI / NCF(2)		2.40x / 2.28x		TI/LC	$3,000,000		$123,436
Debt Yield Based on Underwritten NOI / NCF(2)		9.9% / 9.4%		Other	$729,724		$0
Sources and Uses
Sources	$		%	Uses	$		%
Whole Loan Amount(2)	$214,785,000		100.0%	Loan Payoff	$193,896,558		90.3%
				Return of Equity	15,151,443		7.1
				Reserves	4,410,494		2.1
				Origination Costs	1,326,506		0.6
Total Sources	$214,785,000		100.0%	Total Uses	$214,785,000		100.0%

(1) The SoCal Retail Portfolio Properties consist of 13 retail properties comprising 1,448,731 SF and one office property comprising 32,500 SF, of which 5,000 SF is retail.

(2) The SoCal Retail Portfolio Loan is part of the SoCal Retail Portfolio Whole Loan, which is comprised of eight pari passu promissory notes with an aggregate original principal balance of $214,785,000. The Appraised Value, Cut-off Date Principal Balance per SF, Cut-off Date LTV Ratio, Maturity Date LTV Ratio, DSCR Based on Underwritten NOI / NCF, and Debt Yield Based on Underwritten NOI / NCF, numbers presented above are based on the aggregate principal balance of the promissory notes comprising the SoCal Retail Portfolio Whole Loan.

(3) The Cut-off Date Principal Balance of $50,000,000 represents the non-controlling notes A-4 and A-6 of the SoCal Retail Portfolio Whole Loan. See “— The Mortgage Loan” below.

(4) See “—Escrows”” below.

■ The Mortgage Loan. The mortgage loan (the “SoCal Retail Portfolio Loan”) is part of a whole loan (the “SoCal Retail Portfolio Whole Loan”) consisting of eight pari passu notes with an outstanding aggregate principal balance of $214,785,000 and is secured by a first mortgage encumbering the fee simple interests in a portfolio of 13 retail buildings and one office building located throughout Southern California (the “SoCal Retail Portfolio Properties”). The SoCal Retail Portfolio Loan is evidenced by the non-controlling notes A-4 and A-6, has an outstanding principal balance as of the Cut-off Date of $50,000,000 and represents approximately 5.8% of the Initial Pool Balance. The related companion loans (the “SoCal Retail Portfolio Companion Loans”), evidenced by the controlling note A-1 and non-controlling notes A-2, A-3, A-5, A-7 and A-8, have an aggregate outstanding principal balance as of the Cut-off Date of $164,785,000 and have been contributed to various securitization transactions. The SoCal Retail Portfolio Whole Loan was originated by AREF on April 25, 2019. The SoCal Retail Portfolio Whole Loan has an interest rate of 4.0590% per annum. The borrower utilized the proceeds of the SoCal Retail Portfolio Whole Loan to pay off an existing mortgage, pay origination costs, fund reserves, and return equity to the borrower.

The SoCal Retail Portfolio Whole Loan had an initial term of 120 months and has a remaining term of 114 months as of the Cut-off Date. The SoCal Retail Portfolio Whole Loan requires interest only payments for the entire term of the SoCal Retail Portfolio Whole Loan. The scheduled maturity date is the due date in May 2029. The SoCal Retail Portfolio Whole Loan may be voluntarily prepaid in whole (but not in part) on or after the due date in December 2021. Any voluntary prepayments prior to the due date in January 2029 require a yield maintenance premium, which may be no less than 1.0% of the amount prepaid.

A-3-4

SOCAL RETAIL PORTFOLIO

The table below summarizes the promissory notes that comprise the SoCal Retail Portfolio Whole Loan. The relationship between the holders of the SoCal Retail Portfolio Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

Note	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Note A 1	$40,000,000	$40,000,000	MSC 2019–H7(1)	Yes
Note A-2	40,000,000	40,000,000	MSC 2019–H6	No
Note A-3	40,000,000	40,000,000	WFCM 2019-C52	No
Note A-4	35,000,000	35,000,000	GSMS 2019-GSA1	No
Note A-5	20,000,000	20,000,000	MSC 2019–H7(1)	No
Note A-6	15,000,000	15,000,000	GSMS 2019-GSA1	No
Note A-7	15,000,000	15,000,000	MSC 2019–H6	No
Note A-8	9,785,000	9,785,000	MSC 2019–H6	No
Total	$214,785,000	$214,785,000

(1) The SoCal Retail Portfolio Whole Loan is serviced under the MSC 2019-H7 pooling and servicing agreement.

■ The Mortgaged Properties. The SoCal Retail Portfolio Properties include 13 retail properties comprising 1,448,731 SF and one office property comprising 32,500 SF located in 13 cities throughout Southern California. The SoCal Retail Portfolio Properties range in size from 10,324 SF to 397,718 SF and were built between 1958 and 2014. As of March 1, 2019, the SoCal Retail Portfolio Properties were occupied by 138 tenants and had a portfolio occupancy of 99.0% with six vacant spaces totaling 14,190 SF. No tenant comprises more than 10.1% of the portfolio’s total net rentable area or 5.7% of the underwritten base income. In addition, no more than 14.9% of net rentable area and 14.8% of the underwritten base income expire during any one year of the SoCal Retail Portfolio Whole Loan term. Ten of the 14 properties were 100.0% occupied as of March 1, 2019. Current tenants have a weighted average remaining lease term of approximately 6.2 years. Approximately 43 tenants (or 50.6% of NRA) have been at the respective properties for over 10 years. Furthermore, investment grade tenants lease 43.9% of the net rentable square footage and contribute to approximately 35.7% of the underwritten base rent.

The following table presents certain information relating to the SoCal Retail Portfolio Properties:

Property Name	Property Type	Total NRA	Allocated Loan Amount	% of Allocated Loan Amount		Total NRA	As-Is Appraised Value	UW NCF
The Springs	Retail	397,718	$45,650,000	21.3	%	397,718	$87,000,000	$3,830,786
Summerwood	Retail	178,770	31,687,000	14.8		178,770	58,000,000	2,931,334
Food 4 Less – Target Center	Retail	196,436	21,690,000	10.1		196,436	45,000,000	1,985,727
El Super Center	Retail	117,230	21,219,000	9.9		117,230	40,000,000	2,058,807
Island Plaza	Retail	77,772	16,220,000	7.6		77,772	30,500,000	1,572,064
Baldwin Park Promenade	Retail	49,906	11,505,000	5.4		49,906	23,700,000	1,203,691
Lynwood Plaza	Retail	75,245	11,411,000	5.3		75,245	23,500,000	1,150,049
El Cajon (CVS)	Retail	29,986	9,902,000	4.6		29,986	15,500,000	974,290
Loma Vista	Retail	97,547	8,771,000	4.1		97,547	17,000,000	921,060
MLK Medical	Office	32,500	8,441,000	3.9		32,500	15,200,000	823,913
Hawthorne Plaza	Retail	70,750	8,111,000	3.8		70,750	17,500,000	728,567
Five Points Plaza	Retail	89,537	7,922,000	3.7		89,537	17,100,000	865,842
Towne Center Square	Retail	57,510	7,261,000	3.4		57,510	14,600,000	682,915
Camarillo	Retail	10,324	4,995,000	2.3		10,324	8,650,000	463,657
Total		1,481,231	$214,785,000	100.0	%	1,481,231	$413,250,000	$20,192,703

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SOCAL RETAIL PORTFOLIO

The following table presents certain information relating to the SoCal Retail Portfolio Properties:

Property Name	Property City	Property State	Physical Occupancy(1)		Total NRA(1)	Year Built/ Renovated	# of Tenants(1)	Major Tenants
The Springs	Palm Springs	California	98.4	%	397,718	2008/2015	25	Home Depot, Ross Dress for Less, Marshalls, Bed Bath and Beyond, Burlington Coat Factory, Aldi
Summerwood	Lakewood	California	100.0	%	178,770	1968/2011	13	Smart & Final, Marshalls, Henry’s Market/Sprouts, Alin Party Supply, HomeGoods
Food 4 Less – Target Center	Long Beach	California	100.0	%	196,436	1993, 2007/NAP	7	Target(2),Food 4 Less
El Super Center	La Puente	California	100.0	%	117,230	2012, 2014/NAP	14	El Super
Island Plaza	West Covina	California	100.0	%	77,772	1967,1968,1980,1995/NAP	11	Island Pacific Market
Baldwin Park Promenade	Baldwin Park	California	100.0	%	49,906	2006, 2007/NAP	11	Smart & Final, CVS(2)
Lynwood Plaza	Lynwood	California	96.0	%	75,245	2003/NAP	9	Smart & Final, 99cents Only Store, Goodwill
El Cajon (CVS)	El Cajon	California	100.0	%	29,986	2005/NAP	7	CVS
Loma Vista	Fontana	California	99.2	%	97,547	1990/NAP	13	Superior Super Warehouse
MLK Medical	Lynwood	California	100.0	%	32,500	1958/2005	3	ALTAMED Health Services, Kaiser Foundation Health Plan
Hawthorne Plaza	Hawthorne	California	100.0	%	70,750	1978/NAP	2	Marshalls, Walmart
Five Points Plaza	Rialto	California	95.6	%	89,537	1985,1986/NAP	15	El Super, Planet Fitness
Towne Center Square	Rancho Cucamonga	California	100.0	%	57,510	1995/NAP	3	Seafood City Supermarket
Camarillo	Camarillo	California	100.0	%	10,324	2014/NAP	5	NAP(3)
Total/Wtd. Avg.			99.0	%	1,481,231		138

(1) Information is based on the underwritten rent roll.

(2) The tenants lease their spaces pursuant to a ground lease.

(3) Camarillo consists of in-line tenants but is a part of a power/outlet shopping center (the remainder of which is not collateral for the SoCal Retail Portfolio Whole Loan) anchored by Saks Off 5^th, Neiman Marcus Last Call, Forever 21, and Gap.

The four largest SoCal Retail Portfolio Properties (The Springs, Summerwood, Food 4 Less – Target Center and El Super Center) represent 56.0% of the total Cut-off Date Balance of the SoCal Retail Portfolio Whole Loan, comprise 60.1% of the net rentable area and account for 53.5% of the underwritten base rent.

The Springs (21.3% of Allocated Cut-off Date Balance; 26.9% of NRA; 19.0% of UW NCF) – The Springs property is a 397,718 SF, multi-tenant anchored neighborhood center featuring nine, single-story buildings located in Palm Springs, California. The Springs property was 98.4% leased as of March 1, 2019 and includes three pad sites that are ground leased to Jack in the Box and Wells Fargo, and one single-tenant outparcel building that is ground leased to The Home Depot. The improvements were constructed in 2008. The Springs property is served by 1,748 open parking spaces providing for a parking ratio of approximately 4.4 spaces per 1,000 SF of net rentable area.

Summerwood (14.8% of Allocated Cut-off Date Balance; 12.1% of NRA; 14.5% of UW NCF) – The Summerwood property is a 178,770 SF multi-tenant anchored neighborhood center featuring four, single-story buildings in Lakewood, California. The Summerwood property was 100.0% leased as of March 1, 2019 and includes three pad sites that are leased to Chase Bank, US Army, US Air Force, Der Wienerschnitzel, Burgerhim, and IP Nails Spa. The majority of the improvements (main building) were constructed in 1968. The Summerwood property is anchored by Smart & Final, Marshalls, Henry’s Market/Sprouts, Alin Party Supply, and Home Goods with the remaining tenants representing a mix of local and national retailers. The Summerwood property is served by 674 open parking spaces providing for a parking ratio of approximately 3.8 spaces per 1,000 SF of net rentable area.

Food 4 Less – Target Center (10.1% of Allocated Cut-off Date Balance; 13.3% of NRA; 9.8% of UW NCF) – The Food 4 Less – Target Center property is a 196,436 SF, multi-tenant anchored neighborhood center featuring four, single-story buildings located in Long Beach, California. The Food 4 Less – Target Center property was 100.0% leased as of March 1, 2019. The majority of the improvements (main building) were constructed in 1993 and 2007. The Food 4 Less – Target Center property is anchored by Target and Food 4 Less with the remaining tenants representing a mix of local and national retailers. Target and Taco Bell are leased pursuant to ground leases. The Food 4 Less – Target Center property is served by 782 open parking spaces providing for a parking ratio of approximately 4.0 spaces per 1,000 SF of net rentable area.

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SOCAL RETAIL PORTFOLIO

El Super Center (9.9% of Allocated Cut-off Date Balance; 7.9% of NRA; 10.2% of UW NCF) – The El Super Center property is a 117,230 SF, multi-tenant anchored neighborhood center featuring three, single-story buildings located in La Puente, California. The majority of the improvements (main building) were constructed in 2012 and 2014. The El Super Center property was 100.0% leased as of March 1, 2019 and is anchored by El Super with the remaining tenants representing a mix of local and national retailers. The El Super Center property is served by 478 open parking spaces providing for a parking ratio of approximately 4.1 spaces per 1,000 SF of net rentable area.

The following table presents certain information relating to the major tenants for the SoCal Retail Portfolio Properties:

Largest Tenants Based on Underwritten Base Rent⁽¹⁾

Tenant Name	Credit Rating (Fitch/MIS/S&P)(2)	Tenant NRSF	% of GLA		UW Base Rent(3)	% of Total UW Base Rent		UW Base Rent $ per SF(3)	Lease Expiration	Tenant Sales $ per SF	Occupancy Cost		Renewal Options
The Home Depot	A/A2/A	149,591	10.1	%	$572,180	2.4	%	$3.82	1/31/2034	$401	1.0	%	5, 5-year options
Target	A-/A2/A	133,987	9.0		1,168,940	5.0		8.72	1/31/2028	$261	4.4	%	8, 5-year options
Marshalls(4)	NR/A2/A+	92,132	6.2		1,214,542	5.2		13.18	Various	(5)	(5	)	Various
El Super(6)	NR/NR/NR	91,967	6.2		984,419	4.2		10.70	Various	(7)	(7	)	Various
Superior Super Warehouse	NR/NR/NR	81,071	5.5		603,979	2.6		7.45	4/30/2021	$176	4.8	%	3, 5-year options
Smart & Final(8)	NR/NR/B	73,150	4.9		1,328,265	5.7		18.16	Various	(9)	(9	)	Various
Food 4 Less	NR/Baa1/BBB	52,924	3.6		899,708	3.8		17.00	6/30/2033	$505	4.2	%	3, 5-year option
Walmart	AA/Aa2/AA	35,500	2.4		419,000	1.8		11.80	7/9/2023	N/A	N/A		4, 5-year options
Ross Dress for Less	NR/A3/A-	30,000	2.0		262,500	1.1		8.75	1/31/2023	$433	2.7	%	4, 5-year options
Seafood City Supermarket	NR/NR/NR	28,583	1.9		385,871	1.6		13.50	10/31/2023	$455	4.1	%	3,5-year options
Bed Bath & Beyond	NR/Baa3/BB+	28,245	1.9		372,834	1.6		13.20	1/31/2025	$276	5.7	%	4, 5-year options
Party City	NR/NR/NR	27,724	1.9		495,203	2.1		17.86	Various	$166	14.1	%(10)	Various
Henry’s Market/Sprouts	NR/NR/NR	27,072	1.8		536,026	2.3		19.80	6/30/2021	$768	2.8	%	4, 5-year options
Alin Party Supply	NR/NR/NR	27,004	1.8		560,603	2.4		20.76	5/31/2024	N/A	N/A		3,5-year options
Home Goods	NR/A2/A+	24,000	1.6		252,000	1.1		10.50	2/28/2023	$325	3.8	%	4, 5-year options
Planet Fitness	NR/NR/NR	19,700	1.3		295,500	1.3		15.00	5/31/2029	N/A	N/A		2,5-year options
Subtotal/Wtd. Avg.		922,650	62.3	%	$10,351,569	44.1	%	$11.22
Major Tenants		101,738	6.9	%	$1,885,286	8.0	%	$18.53
In Line Tenants		389,148	26.3		9,746,706	41.6		25.05
Remaining Outparcel Tenants		20,505	1.4		517,454	2.2		25.24
Other Tenants		500	0.0		63,937	0.3		127.87
Subtotal/Wtd. Avg.		511,891	34.6	%	$12,213,382	52.1	%	$23.86
Vacant Retail		14,190	1.0
Retail Tenant Subtotal		1,448,731	97.8	%	$22,564,951	96.2	%	$15.73
Office Collateral Subtotal(11)		32,500	2.2		$886,881	3.8	%	$27.29
Totals / Wtd. Avg. Tenants		1,481,231	100.0	%	$23,451,832	100.0	%	$15.99

(1) Information is based on the underwritten rent roll as of March 1, 2019.

(2) Certain ratings are those of the parent company, whether or not the parent guarantees the lease.

(3) UW Base Rent $ per SF and UW Base Rent include contractual rent steps through March 2020 totaling $168,288 and straight-line rent totaling $176,105 for investment grade rated tenants through their respective lease terms within the SoCal Retail Portfolio Whole Loan term.

(4) Marshalls leases 35,250 SF at the Hawthorne Plaza property expiring October 31, 2020, 28,652 SF at The Springs property expiring April 30, 2024 and 28,230 SF at the Summerwood property expiring September 30, 2022.

(5) The 2018 Tenant Sales $ per SF / Occupancy Cost for Marshalls at the Hawthorne Plaza property, The Springs property, and the Summerwood property were $336 / 5.0%, $234 / 7.4%, and $336 / 4.1%, respectively.

(6) El Super leases 46,967 SF at the Five Points Plaza property expiring March 31, 2025 and 45,000 SF at the El Super Center property expiring March 31, 2027.

(7) The 2018 Tenant Sales $ per SF / Occupancy Cost for El Super at the Five Points Plaza property and El Super Center property were $516 / 1.9% and $476 / 4.2%, respectively.

(8) Smart & Final leases 31,500 SF at the Summerwood property expiring June 30, 2021, 20,925 SF at the Lynwood Plaza property expiring September 30, 2023 and 20,725 SF at the Baldwin Park Promenade property expiring December 31, 2022.

(9) The 2018 Tenant Sales $ per SF / Occupancy Cost for Smart & Final at the Summerwood property, the Lynwood Plaza property, and the Baldwin Park Promenade property were $619 / 4.1%, $516 / 3.6%, and $753 / 3.3%, respectively.

(10) 2018 Tenant Sales $ per SF / Occupancy Cost is for the Party City located at the Towne Center Square property.

(11) 5,000 SF of the MLK Medical property is leased to Chase Bank as retail space.

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SOCAL RETAIL PORTFOLIO

The following table presents certain information relating to the lease rollover schedule for the SoCal Retail Portfolio Properties based on initial lease expiration dates:

Lease Expiration Schedule⁽¹⁾⁽²⁾

Year Ending December 31,	Expiring Owned GLA	% of Owned GLA		Cumulative % of Owned GLA		UW Base Rent(3)	% of Total UW Base Rent(3)	UW Base Rent $ per SF(3)	# of Expiring Leases
MTM	27,215	1.8	%	1.8	%	$673,216	2.9%	$24.74	15
2019(4)	12,218	0.8		2.7		515,232	2.2	42.17	8
2020	72,769	4.9		7.6		1,776,342	7.6	24.41	13
2021	177,303	12.0		19.5		3,000,863	12.8	16.93	15
2022	128,134	8.7		28.2		2,295,693	9.8	17.92	16
2023	225,734	15.2		43.4		3,529,162	15.0	15.63	23
2024	114,267	7.7		51.1		2,371,547	10.1	20.75	12
2025	103,441	7.0		58.1		1,600,345	6.8	15.47	9
2026	31,483	2.1		60.3		481,336	2.1	15.29	3
2027	64,986	4.4		64.6		1,113,493	4.7	17.13	5
2028	163,984	11.1		75.7		1,908,358	8.1	11.64	6
2029	100,578	6.8		82.5		1,822,610	7.8	18.12	7
2030 & Beyond	244,929	16.5		99.0		2,363,634	10.1	9.65	6
Vacant	14,190	1.0		100.0		0	0.0	0.00	0
Total / Wtd. Avg.	1,481,231	100.0	%			$23,451,832	100.0%	$15.99	138

(1) Information obtained from underwritten rent roll as of March 1, 2019.

(2) Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the Lease Rollover Schedule.

(3) Total/Wtd. Avg. UW Base Rent PSF Rolling excludes vacant space.

(4) At the origination of the SoCal Retail Portfolio Whole Loan, China Cooks leases 2,145 SF of space under an initial lease that expired on September 30, 2019, however, the tenant exercised a five-year extension option on April 1, 2019. PizzaRev leases 2,300 SF of space that expires November 3, 2019 but has subsequently extended its lease until August 2023.

The following table presents certain information relating to historical occupancy for the SoCal Retail Portfolio Properties:

Historical Occupancy(1)
Property Name	2015		2016		2017		2018		3/1/2019
The Springs	80.3	%	91.8	%	91.1	%	95.7	%	98.4	%
Summerwood	98.0	%	99.2	%	100.0	%	100.0	%	100.0	%
Food 4 Less - Target Center	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
El Super Center	62.2	%	92.6	%	77.4	%	77.4	%	100.0	%
Island Plaza	80.7	%	100.0	%	100.0	%	100.0	%	100.0	%
Baldwin Park Promenade	93.0	%	93.0	%	97.0	%	100.0	%	100.0	%
Lynwood Plaza	94.4	%	90.4	%	96.0	%	80.1	%	96.0	%
El Cajon (CVS)	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Loma Vista	100.0	%	100.0	%	99.2	%	99.2	%	99.2	%
MLK Medical	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Hawthorne Plaza	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Five Points Plaza	98.0	%	100.0	%	100.0	%	77.7	%	95.6	%
Towne Center Square	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Camarillo	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Wtd. Avg.	89.8	%	96.4	%	95.5	%	94.6	%	99.0	%

(1) Information obtained from the underwritten rent roll as of March 1, 2019.

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SOCAL RETAIL PORTFOLIO

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow for the SoCal Retail Portfolio Properties:

Cash Flow Analysis ⁽¹⁾

	2015	2016	2017	2018 (3)	Underwritten		Underwritten $ per SF
Base Rental Revenue(1)	$17,808,656	$19,501,322	$20,755,370	$21,205,934	$23,849,512		$16.10
Reimbursement Revenue	4,098,198	3,632,909	4,616,106	4,506,449	5,509,490		3.72
Other Income(2)	46,737	65,476	72,632	60,051	60,051		$0.04
Gross Revenue	$21,953,591	$23,199,707	$25,444,108	$25,772,434	$29,419,052		$19.86
Vacancy Loss	0	0	0	0	(1,726,743	)	(1.17	)
Effective Gross Revenue	$21,953,591	$23,199,707	$25,444,108	$25,772,434	$27,692,309		$18.70
Expenses	$4,027,987	$4,730,723	$4,923,161	$4,920,476	$5,631,976		$3.80
Management Fee	658,608	695,991	763,323	773,173	830,769		0.56
Total Operating Expenses	$4,686,595	$5,426,714	$5,686,484	$5,693,649	$6,462,745		$4.36
Net Operating Income(3)	$17,266,996	$17,772,993	$19,757,624	$20,078,785	$21,229,564		$14.33
TI/LC	0	0	0	0	740,616		0.50
Replacement Reserves	0	0	0	0	296,246		0.20
Net Cash Flow	$17,266,996	$17,772,993	$19,757,624	$20,078,785	$20,192,703		$13.63

(1) Includes contractual rent steps through March 2020 totaling $168,288 and straight-line rent totaling $176,105 for investment grade rated tenants through their respective lease terms within the SoCal Retail Portfolio Whole Loan term.

(2) Other Income is comprised of miscellaneous fees and expenses.

(3) The increase in UW Net Operating Income from 2018 Net Operating Income is primarily due to $344,394 of rent steps and straight-line rent and new leases executed at higher rents.

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SOCAL RETAIL PORTFOLIO

■ Appraisals. According to the appraisals, the SoCal Retail Portfolio Properties had an aggregate “as-is” portfolio appraised value of $413,250,000 as of March 1, 2019.

Property Name	Appraisal Approach	“As-Is” Value	Discount Rate	Capitalization Rate
The Springs	Direct Capitalization Approach	$88,300,000	N/A	5.00%
The Springs	Discounted Cash Flow Approach	$85,500,000	6.75%	5.75%
Summerwood	Direct Capitalization Approach	$58,770,000	N/A	5.25%
Summerwood	Discounted Cash Flow Approach	$56,940,000	7.00%	5.75%
Food 4 Less – Target Center	Direct Capitalization Approach	$45,820,000	N/A	5.00%
Food 4 Less – Target Center	Discounted Cash Flow Approach	$44,780,000	6.50%	5.25%
El Super Center	Direct Capitalization Approach	$40,500,000	N/A	5.25%
El Super Center	Discounted Cash Flow Approach	$39,960,000	7.25%	5.75%
Island Plaza	Direct Capitalization Approach	$30,870,000	N/A	5.50%
Island Plaza	Discounted Cash Flow Approach	$30,230,000	7.25%	6.00%
Baldwin Park Promenade	Direct Capitalization Approach	$23,850,000	N/A	5.25%
Baldwin Park Promenade	Discounted Cash Flow Approach	$23,590,000	7.00%	6.00%
Lynwood Plaza	Direct Capitalization Approach	$23,410,000	N/A	5.25%
Lynwood Plaza	Discounted Cash Flow Approach	$23,530,000	7.75%	6.00%
El Cajon (CVS)	Direct Capitalization Approach	$15,540,000	N/A	5.50%
El Cajon (CVS)	Discounted Cash Flow Approach	$15,290,000	7.25%	6.00%
Loma Vista	Direct Capitalization Approach	$17,280,000	N/A	5.75%
Loma Vista	Discounted Cash Flow Approach	$16,870,000	7.00%	6.00%
MLK Medical	Direct Capitalization Approach	$15,260,000	N/A	5.25%
MLK Medical	Discounted Cash Flow Approach	$15,170,000	7.00%	6.00%
Hawthone Plaza	Direct Capitalization Approach	$17,750,000	N/A	5.00%
Hawthone Plaza	Discounted Cash Flow Approach	$17,280,000	6.00%	5.25%
Five Points Plaza	Direct Capitalization Approach	$16,900,000	N/A	5.75%
Five Points Plaza	Discounted Cash Flow Approach	$17,110,000	8.00%	6.50%
Towne Center Square	Direct Capitalization Approach	$14,850,000	N/A	5.25%
Towne Center Square	Discounted Cash Flow Approach	$14,400,000	7.00%	5.75%
Camarillo	Direct Capitalization Approach	$8,680,000	N/A	5.25%
Camarillo	Discounted Cash Flow Approach	$8,630,000	7.00%	5.75%

■ Environmental Matters. According to the Phase I environmental site assessments dated from March 5, 2019 to April 3, 2019, there was no evidence of any recognized environmental conditions at the SoCal Retail Portfolio Properties.

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SOCAL RETAIL PORTFOLIO

■ Market Overview and Competition. The SoCal Retail Portfolio Properties are located in 13 cities and nine submarkets throughout Southern California. For the fourth quarter of 2018, the submarket vacancies for the respective submarkets ranged between 2.7% and 10.1% and asking rent ranged from $17.17 to $28.89 per square foot. The population within a three-mile radius of the SoCal Retail Portfolio Properties ranged from 48,516 to 429,921. The median household income within a three-mile radius of the SoCal Retail Portfolio Properties ranged from $42,214 to $94,080.

Market Statistics(1)
Property Name	Property Type	Submarket	Inventory (SF)	Completions (SF)	Submarket Vacancy		Asking Rent ($/ SF NNN)	Net Absorption (SF)
The Springs	Retail	Coachella Valley	27,060,941	6,004	9.6	%	$21.03	(38,054)
Summerwood	Retail	Long Beach	13,077,931	1,958	5.4	%	$27.09	(6,302)
Food 4 Less - Target Center	Retail	Long Beach	13,077,931	1,958	5.4	%	$27.09	(6,302)
El Super Center	Retail	Eastern SGV	42,865,608	-	3.9	%	$23.63	(35,787)
Island Plaza	Retail	Eastern SGV	42,865,608	-	3.9	%	$23.63	(35,787)
Baldwin Park Promenade	Retail	Eastern SGV	42,865,608	-	3.9	%	$23.63	(35,787)
Lynwood Plaza	Retail	Mid-Cities Retail	50,095,580	3,595	4.2	%	$25.31	(149,897)
El Cajon (CVS)	Retail	El Cajon	9,188,919	-	3.6	%	$22.41	(44,004)
Loma Vista	Retail	Airport Area	25,730,577	49,335	4.4	%	$23.81	45,463
MLK Medical	Office	Mid-Cities Office	12,718,440	-	8.4	%	$26.05	(8,101)
Hawthorne Plaza	Retail	Hawthorne/Gardena	13,056,068	(5,679)	8.6	%	$24.87	(10,996)
Five Points Plaza	Retail	East San Bernardino	30,615,010	324,545	10.1	%	$17.17	240,319
Towne Center Square	Retail	Airport Area	25,730,577	49,335	4.4	%	$23.81	45,463
Camarillo	Retail	Camarillo/Point Mugu	3,969,547	-	2.7	%	$28.89	56,988

Source: Appraisal

(1) Information is as of fourth quarter of 2018.

Demographics(1)
	Population			Median Household Income
Property Name	1-Mile	3-Mile	5-Mile	1-Mile	3-Mile	5-Mile
The Springs	6,790	76,543	110,219	$46,718	$49,891	$53,041
Summerwood	25,194	189,839	694,263	$97,235	$84,591	$68,307
Food 4 Less – Target Center	32,522	325,054	729,684	$50,603	$53,094	$57,644
El Super Center	35,118	227,960	517,284	$61,130	$65,727	$65,131
Island Plaza	29,058	184,247	452,622	$67,837	$71,080	$73,079
Baldwin Park Promenade	36,573	246,866	550,678	$54,003	$57,071	$61,888
Lynwood Plaza	53,533	429,921	1,019,580	$44,938	$42,214	$41,818
El Cajon (CVS)	30,732	159,196	323,928	$42,689	$57,248	$62,408
Loma Vista	25,643	184,192	353,738	$47,165	$60,000	$67,422
MLK Medical	50,648	401,924	993,087	$52,947	$45,187	$45,113
Hawthorne Plaza	32,586	301,044	616,823	$63,030	$69,015	$66,332
Five Points Plaza	28,601	168,909	369,807	$45,520	$49,344	$46,296
Towne Center Square	18,587	138,763	277,709	$77,844	$77,476	$77,923
Camarillo	9,811	48,516	87,345	$70,983	$94,080	$91,576

Source: Appraisal

(1) Information is as of fourth quarter of 2018.

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SOCAL RETAIL PORTFOLIO

■ The Borrowers. The SoCal Retail Portfolio Whole Loan was made to Iris19 LP, Azalea19 LP, Camellia19 LP, Magnolia19 LP, Carnation19 LP, Lilac19 LP, Lily19 LP, Dahlia19 LP, Marigold19 LP, Lavender19 LP, Primrose19 LP, Gardenia19 LP, Orchid19 LP, Daphne19 LP and Tulip19 LP (the “SoCal Retail Portfolio Borrowers”), each a Delaware limited partnership with two independent directors. Legal counsel to the SoCal Retail Portfolio Borrowers delivered a non-consolidation opinion in connection with the origination of the SoCal Retail Portfolio Whole Loan. The SoCal Retail Portfolio Borrowers sponsor and nonrecourse carve-out guarantor of the SoCal Retail Portfolio Whole Loan is Mark Gabay. Mr. Gabay owns approximately 50.5% of the ownership interest in the SoCal Retail Portfolio Borrowers and is a co-managing partner at the Charles Company. Headquartered in West Hollywood, the Charles Company is a family-owned real estate development group established in 1979. The Charles Company controls and administers all aspects of acquisition, design planning, property management, and leasing through its in-house staff. It has developed projects throughout California, accumulating over 4.0 million square feet of commercial real estate, with a focus on eight Southern California counties (Imperial, Los Angeles, Orange, Riverside, Sacramento, San Bernardino, San Diego and Ventura) and one Nevada county (Washoe).

■ Escrows. On the origination date, the SoCal Retail Portfolio Borrowers funded various reserves in the amount of $4,410,494, which include an upfront $3,000,000 reserve for tenant improvements and leasing commissions, $680,770 for real estate taxes, and $729,724 for outstanding free rent.

On each due date the SoCal Retail Portfolio Borrowers are required to fund a tax and insurance reserve in an amount equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay taxes and insurance premiums over the then succeeding 12-month period, unless in the case of insurance, the SoCal Retail Portfolio Borrowers maintain acceptable blanket insurance policies and no event of default is continuing, and upon request of the lender, the SoCal Retail Portfolio Borrowers provide evidence of renewals of such policies and payment of related premiums.

On each due date the SoCal Retail Portfolio Borrowers are required to fund certain reserve accounts including (i) a tenant improvements and leasing commissions reserve in an amount equal to one-twelfth of $1.00 per SF of the then current SF if the reserve balance is less than $1,000,000, capped at $3,000,000 and (ii) a capital expenditure reserve in an amount equal to one-twelfth of $0.20 per SF of the then current SF capped at $592,492.

■ Lockbox and Cash Management. The SoCal Retail Portfolio Whole Loan is structured with a hard lockbox and springing cash management. The SoCal Retail Portfolio Borrowers are required to direct each tenant of the SoCal Retail Portfolio Properties to deposit funds directly into the lockbox account and to deposit any funds received by the SoCal Retail Portfolio Borrowers and property manager into the lockbox account within one business day of receipt. If no SoCal Retail Cash Management Period exists, amounts on deposit in the lockbox account are required to be disbursed to the SoCal Retail Portfolio Borrowers’ operating account on each business day. Upon the occurrence of a SoCal Retail Cash Management Period, the lender may establish, and the SoCal Retail Portfolio Borrowers are required to cooperate to establish, a lender-controlled cash management account. If a SoCal Retail Cash Management Period exists, funds on deposit in the lockbox account are required to be transferred to a lender-controlled cash management account on a daily basis and disbursed in accordance with the SoCal Retail Portfolio Whole Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the SoCal Retail Portfolio Whole Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the SoCal Retail Portfolio Whole Loan.

A “SoCal Retail Cash Management Period” will be in effect (i) upon the stated maturity date until the SoCal Retail Portfolio Whole Loan has been repaid in full, (ii) upon the occurrence of an event of default under the SoCal Retail Portfolio Whole Loan documents until cured, or (iii) if, as of the last day of each calendar quarter, the interest only debt service coverage ratio is less than 1.45x until the debt service coverage ratio is at least 1.50x for two consecutive calendar quarters.

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SOCAL RETAIL PORTFOLIO

■ Property Management. The SoCal Retail Portfolio Properties are self-managed by Excel Property Management Services Inc., an affiliate entity of the SoCal Retail Portfolio Borrowers. Excel Property Management Services Inc. provides management and leasing services for approximately 120 properties owned by the SoCal Retail Portfolio Borrowers Sponsor throughout Southern California and Nevada. The lender has the right to replace, or require the SoCal Retail Portfolio Borrowers to replace, the property manager with a property manager selected by the SoCal Retail Portfolio Borrowers (unless otherwise provided in the related loan documents) and reasonably approved by the lender (i) during the continuance of an event of default under the SoCal Retail Portfolio Whole Loan, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default by the property manager under the management agreement after the expiration of any applicable notice and/or cure periods, (iv) if the property manager files for or is the subject of a petition in bankruptcy or (v) if a trustee or receiver is appointed for the property manager’s assets or the property manager makes an assignment for the benefit of its creditors or is adjudicated insolvent.

■ Release of Collateral. On any business day after the earlier to occur of (i) the third anniversary date of the SoCal Retail Portfolio Whole Loan origination date or (ii) two years after the final note is securitized, the SoCal Retail Portfolio Whole Loan documents permit any of the SoCal Retail Portfolio Borrowers to obtain the release of any property in the SoCal Retail Portfolio Properties upon a bona fide third-party sale of such property subject to among other things, the following: (i) no default or event of default has occurred or is continuing, (ii) payment of principal in an amount equal to 120% of the allocated loan amount of the applicable property (or 110% of the debt yield of the SoCal Retail Portfolio Properties is equal to or greater than 10.25%), (iii) payment of any yield maintenance premium (if then applicable), (iv) the debt yield for all the SoCal Retail Portfolio Properties then remaining will be no less than the greater of (A) the lesser of (x) the debt yield immediately preceding such release and (y) 10.00% and (B) 9.25%, and (v) customary REMIC requirements are satisfied.

■ Transfer and Assumption. In connection with an arms’ length sale of one or more of the SoCal Retail Portfolio Properties to a third party unaffiliated with the SoCal Retail Portfolio Borrowers or the related guarantor (“New Borrower”), the SoCal Retail Portfolio Whole Loan documents grant the SoCal Retail Portfolio Borrowers the one-time right to request the lender’s consent to sever the SoCal Retail Portfolio Whole Loan and have such New Borrower partially assume the SoCal Retail Portfolio Whole Loan, whereby (i) the SoCal Retail Portfolio Properties that are then serving as collateral will be divided into two or more pools of properties (the severed loan(s) that is secured by the SoCal Retail Portfolio Properties being assumed in connection with such partial transfer and assumption (the “New Severed Loan”) and the severed loan which is secured by the remaining SoCal Retail Portfolio Properties (the “Existing Severed Loan”)) and (ii) the New Severed Loan(s) and the Existing Severed Loan(s) will each be in the principal amount corresponding to the sum of the respective allocated loan amounts of the SoCal Retail Portfolio Properties in the related pool. The lender’s consent to such request may be withheld in its reasonable discretion and will be subject to the satisfaction of certain conditions, including, among other things, the following: (i) no default or event of default is continuing, (ii) the transferee is a special purpose bankruptcy remote entity, (iii) receipt of a rating agency confirmation, (iv) receipt of satisfactory public record searches of such transferee, (v) customary REMIC requirements are satisfied, (vi) delivery of an assumption fee in the amount of 0.25% of the amount of the New Severed Loan for the first transfer and 1.00% of the amount of the New Severed Loan thereafter; (vii) each pool of properties consists of no less than one property; (viii) after giving effect to such partial transfer and assumption, the debt yield for each of the severed loans will be no less than the greater of (a) the debt yield of the SoCal Retail Portfolio Whole Loan preceding such partial transfer and assumption and (b) 9.25%; (ix) after giving effect to such partial transfer and assumption, the principal balance for each of the severed loans will be no more than 65% of the appraised value of all of the respective properties included in the related pool securing such severed loans; (x) the weighted average of the remaining unexpired lease terms in the pool of SoCal Retail Portfolio Properties securing the New Severed Loan is greater than the weighted average of the remaining unexpired lease terms included in the pools securing all other severed loans; and (xi) the debt service coverage ratio (on an interest-only basis) applicable to each severed loan and the related pool of SoCal Retail Portfolio Properties is no less than 2.28x. Additionally, the related co-lender agreement requires the holders of the SoCal Retail Portfolio Loan and the SoCal Retail Portfolio Companion Loans to cooperate (i) to execute amendments to the related co-lender agreement to reflect the SoCal Retail Portfolio Properties securing the Existing Severed Loan following such partial transfer and assumption and the reduction in the principal balances of the promissory notes evidencing the Existing Severed Loan in an amount corresponding to the principal amount of the New Severed Loan and (ii) to execute a separate

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SOCAL RETAIL PORTFOLIO

co-lender agreement on terms substantially similar to those in the related co-lender agreement with respect to the new promissory notes evidencing the New Severed Loan.

■ Real Estate Substitution. On any business day after the second anniversary date of the Closing Date, the SoCal Retail Portfolio Whole Loan documents permit any SoCal Retail Portfolio Borrower to obtain the release of a property from the lien of the mortgage and the release of such SoCal Retail Portfolio Borrower’s obligations under the SoCal Retail Portfolio Whole Loan documents with respect to such released property by simultaneously substituting another property for the released property, subject to the satisfaction of certain conditions, including, among other things, that: (i) no monetary event of default is continuing; (ii) the allocated loan amounts for all properties substituted would not exceed 20% of the original principal balance of the SoCal Retail Portfolio Whole Loan; (iii) such substitution would not occur in the 12-month period prior to the stated maturity date; (iv) after giving effect to such substitution, the debt service coverage ratio for all remaining SoCal Retail Portfolio Properties is greater than or equal to the debt service coverage ratio for all SoCal Retail Portfolio Properties immediately preceding such substitution; (v) the SoCal Retail Portfolio Borrowers deliver to the lender an appraisal with respect to the released property and the substitute property indicating that the appraised value of such substitute property is greater than or equal to 110% of the appraised value of the released property, (vi) delivery of a rating agency confirmation letter to the lender and (vii) satisfaction of customary REMIC requirements. Additionally, if two substitutions have previously been requested by the SoCal Retail Portfolio Borrowers, any additional substitutions will only be permitted by the lender in its sole discretion.

■ Right of First Offer/Right of First Refusal. A tenant or tenants at each of Food 4 Less – Target Center, Baldwin Park Promenade, Lynwood Plaza and Loma Vista properties each has a right of first refusal to purchase the related SoCal Retail Portfolio Property (or the applicable portion thereof) in the event of a proposed transfer of such property (or the applicable portion of such property). A tenant or tenants at each of Hawthorne Plaza and The Springs properties each has a right of first offer to purchase the related SoCal Retail Portfolio Property (or a portion thereof) in the event the applicable SoCal Retail Portfolio Borrowers desires to sell such property (or the applicable portion thereof). None of such rights of first refusal or rights of first offer are applicable to a transfer of (i) any of the related SoCal Retail Portfolio Properties in connection with any foreclosure sale, deed-in-lieu of foreclosure or other similar sale or (ii) the entire portfolio of SoCal Retail Portfolio Properties.

■ Mezzanine or Secured Subordinate Indebtedness. Not permitted.

■ Terrorism Insurance. The SoCal Retail Portfolio Whole Loan documents require that the “all risk” insurance policy required to be maintained by the SoCal Retail Portfolio Borrowers provides coverage for terrorism in an amount equal to the full replacement cost of the SoCal Retail Portfolio Properties, as well as business interruption insurance covering no less than the 18-month period following the occurrence of a casualty event. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

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ONE AND OLNEY SHOPPING CENTER

 

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ONE AND OLNEY SHOPPING CENTER

 

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ONE AND OLNEY SHOPPING CENTER

 

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ONE AND OLNEY SHOPPING CENTER

Mortgaged Property Information			Mortgage Loan Information
Number of Mortgaged Properties	1		Loan Seller	GSMC
Location (City/State)	Philadelphia, Pennsylvania		Cut-off Date Principal Balance	$50,000,000
Property Type	Retail		Cut-off Date Principal Balance per SF	$143.30
Size (SF)	348,912		Percentage of Initial Pool Balance	5.8%
Total Occupancy as of 9/1/2019	98.4%		Number of Related Mortgage Loans	None
Owned Occupancy as of 9/1/2019	98.4%		Type of Security	Fee Simple
Year Built / Latest Renovation	1988 / NAP		Mortgage Rate	3.4800%
Appraised Value	$76,000,000		Original Term to Maturity (Months)	120
			Original Amortization Term (Months)	NAP
			Original Interest Only Period (Months)	120
Underwritten Revenues	$7,003,353
Underwritten Expenses	$1,976,467		Escrows(1)
Underwritten Net Operating Income (NOI)	$5,026,887			Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$4,776,075		Taxes	$0	$0
Cut-off Date LTV Ratio	65.8%		Insurance	$0	$0
Maturity Date LTV Ratio	65.8%		Replacement Reserves	$0	$4,328
DSCR Based on Underwritten NOI / NCF	2.85x / 2.71x		TI/LC	$0	$17,446
Debt Yield Based on Underwritten NOI / NCF	10.1% / 9.6%		Other(2)	$49,959	$0
Sources and Uses
Sources	$	%	Uses	$	%
Loan Amount	$50,000,000	100.0%	Loan Payoff	$40,473,899	80.9%
			Principal Equity Distribution	8,809,313	17.6
			Origination Costs	666,829	1.3
			Reserves	49,959	0.1
Total Sources	$50,000,000	100.0%	Total Uses	$50,000,000	100.0%

(1) See “—Escrows” below.

(2) Other upfront reserves represent deferred maintenance of $8,690 and an unfunded obligations reserve of approximately $41,269.

■ The Mortgage Loan. The mortgage loan (the “One and Olney Shopping Center Loan”) is evidenced by a note in the original principal amount of $50,000,000 and is secured by a mortgage encumbering the borrowers’ fee simple interest in a condominium that is a shopping center located in Philadelphia, Pennsylvania (the “One and Olney Shopping Center Property”). The One and Olney Shopping Center Loan was originated by Goldman Sachs Bank USA on September 20, 2019, and represents approximately 5.8% of the Initial Pool Balance. The note evidencing the One and Olney Shopping Center Loan has an outstanding principal balance as of the Cut-off Date of $50,000,000 and an interest rate of 3.4800% per annum. The borrower utilized the proceeds of the One and Olney Shopping Center Loan to refinance the One and Olney Shopping Center Property, pay origination costs, fund upfront reserves and return equity to the borrower.

The One and Olney Shopping Center Loan had an initial term of 120 months and has a remaining term of 119 months as of the Cut-off Date. The One and Olney Shopping Center Loan requires interest only payments during its term. The scheduled maturity date of the One and Olney Shopping Center Loan is the due date in October 2029. Voluntary prepayment of the One and Olney Shopping Center Loan is prohibited prior to the due date in June 2029. At any time after the second anniversary of the securitization Closing Date, the One and Olney Shopping Center Loan may be defeased in whole (but not in part) with direct, non-callable obligations of the United States of America.

■ The Mortgaged Property. The One and Olney Shopping Center Property is a 348,912 SF anchored retail property that was built in 1988 and is located in Philadelphia, Pennsylvania. The total square footage of 348,912 SF is inclusive of a 2,696 SF outparcel ground leased by Burger King. The One and Olney Shopping Center Property is 98.4% occupied as of September 1, 2019 by 42 tenants (including the outparcel). The One and Olney Shopping Center is anchored by ShopRite and Hair Buzz, and major tenants include You Fit Health Clubs, CSL Plasma, Americas Kids and Dollar Tree Stores. The borrower sponsors (i.e., Daniel Massry, Isaac Massry and Mark E. Massry), acquired the One and Olney Shopping Center Property in November 2014 for $52.9 million.

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ONE AND OLNEY SHOPPING CENTER

The following table presents certain information relating to the anchor / major tenants (of which, certain tenants may have co-tenancy provisions) at the One and Olney Shopping Center Property:

Tenant Name	Credit Rating  (Fitch/MIS/S&P)(1)	Tenant GLA	% of Total GLA		Mortgage Loan Collateral Interest	UW Base  Rent(2)	UW Base $ per SF(2)	Owned Anchor Tenant Lease Expiration	Tenant Sales $ per SF(3)	Occupancy Cost	Renewal / Extension Options
Anchors
ShopRite	NR / NR / NR	68,935	19.8	%	Yes	$1,076,767	$15.62	1/31/2028	$663.17	2.4%	2, 5 year options
Hair Buzz	NR / NR / NR	30,000	8.6		Yes	390,000	13.00	5/31/2029	N/A	N/A	4, 5 year options
Total Anchors		98,935	28.4	%		$1,466,767	$14.83
Junior Anchors
Americas Kids	NR / NR / NR	22,700	6.5		Yes	$499,400	$22.00	12/31/2024	140.41	15.7%	NAP
You Fit Health Clubs	NR / NR / NR	24,500	7.0		Yes	275,625	11.25	1/31/2027	N/A	N/A	2, 5 year options
CSL Plasma	NR / NR / A-	23,233	6.7		Yes	306,676	13.20	12/31/2030	N/A	N/A	2, 5 year options
Dollar Tree Stores	NR / Baa3 / BBB-	19,000	5.4		Yes	275,500	14.50	12/31/2023	N/A	N/A	1, 5 year option
Fashion Gallery	NR / NR / NR	14,000	4.0		Yes	177,000	12.64	1/31/2023	74.12	17.1%	1, 5 year option
Modells of PA	NR / NR / NR	13,840	4.0		Yes	221,440	16.00	1/31/2026	203.24	7.9%	2, 5 year options
Public Health Management Corporation(4)	NR / NR / NR	13,202	3.8		Yes	178,303	13.51	7/31/2023	N/A	N/A	2, 5 year options
Grace Adult Day Health	NR / NR / NR	12,016	3.4		Yes	135,000	11.24	12/31/2024	N/A	N/A	NAP
Total Junior Anchors		142,491	40.8	%		$2,068,943	$14.52
Occupied In-line		99,115	28.4	%	Yes	$2,050,348	$20.69
Total Outparcel		2,696	0.8	%	No	$108,714	$40.32
Vacant Owned Spaces		5,675	1.6	%	Yes	$136,200	$24.00
Total Owned SF		348,912	100.0	%

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2) Based on the underwritten rent roll dated September 1, 2019.

(3) Tenant Sales $ per SF are based on TTM ending December 2018, as provided by the borrower, unless otherwise stated.

(4) Public Health Management Corporation has the right to terminate its lease after July 1, 2020 with six months’ notice and a payment of a termination fee.

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the One and Olney Shopping Center Property:

Ten Largest Tenants Based on Underwritten Base Rent⁽¹⁾

Tenant Name	Credit Rating (Fitch/MIS/S&P)(2)	Tenant GLA	% of GLA		UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF	Tenant Sales $ per SF (3)	Occupancy Cost (3)	Lease Expiration	Renewal / Extension Options
ShopRite	NR / NR / NR	68,935	19.8	%	$1,076,767	18.9	%	$15.62	$663.17	2.4%	1/31/2028	2, 5 year options
Americas Kids	NR / NR / NR	22,700	6.5		499,400	8.8		22.00	$140.41	15.7%	12/31/2024	NAP
Hair Buzz	NR / NR / NR	30,000	8.6		390,000	6.8		13.00	N/A	N/A	5/31/2029	4, 5 year options
CSL Plasma	NR / NR / A-	23,233	6.7		306,676	5.4		13.20	N/A	N/A	12/31/2030	2, 5 year options
You Fit Health Clubs	NR / NR / NR	24,500	7.0		275,625	4.8		11.25	N/A	N/A	1/31/2027	2, 5 year options
Dollar Tree Stores	NR / Baa3 / BBB-	19,000	5.4		275,500	4.8		14.50	N/A	N/A	12/31/2023	1, 5 year option
Modells of PA	NR / NR / NR	13,840	4.0		221,440	3.9		16.00	$203.24	7.9%	1/31/2026	2, 5 year options
Public Health Management Corporation	NR / NR / NR	13,202	3.8		178,303	3.1		13.51	N/A	N/A	7/31/2023	2, 5 year options
Fashion Gallery	NR / NR / NR	14,000	4.0		177,000	3.1		12.64	$74.12	17.1%	1/31/2023	1, 5 year option
Chen Med	NR / NR / NR	9,524	2.7		151,025	2.7		15.86	N/A	N/A	6/30/2028	2, 5 year options
Ten Largest Tenants		238,934	68.5	%	$3,551,736	62.4	%	14.86
Remaining Tenants		104,303	29.9		2,143,037	37.6		20.55
Vacant Spaces		5,675	1.6		0	0.0		0.00
Totals / Wtd. Avg. Tenants		348,912	100.0	%	$5,694,773	100.0	%	16.32

(1) Based on the underwritten rent roll dated September 1, 2019.

(2) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(3) Tenant Sales per SF and Occupancy Cost are based on TTM ending December 2018, as provided by the borrower, unless otherwise stated.

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ONE AND OLNEY SHOPPING CENTER

The following table presents certain information relating to the lease rollover schedule at the One and Olney Shopping Center Property based on initial lease expiration dates:

Lease Expiration Schedule

Year Ending December 31,	Expiring Owned GLA	% of Owned GLA		Cumulative % of Owned GLA		UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF	# of Expiring Leases
MTM	0	0.0	%	0.0	%	$0	0.0	%	$0.00	0
2019	0	0.0		0.0	%	0	0.0		0.00	0
2020	12,511	3.6		3.6	%	298,562	5.2		23.86	4
2021	6,650	1.9		5.5	%	155,319	2.7		23.36	4
2022	17,254	4.9		10.4	%	335,270	5.9		19.43	5
2023	70,488	20.2		30.6	%	1,088,885	19.1		15.45	10
2024	42,927	12.3		42.9	%	868,472	15.3		20.23	6
2025	12,010	3.4		46.4	%	256,983	4.5		21.40	2
2026	22,704	6.5		52.9	%	455,189	8.0		20.05	4
2027	24,500	7.0		59.9	%	275,625	4.8		11.25	1
2028	80,959	23.2		83.1	%	1,263,792	22.2		15.61	3
2029	30,000	8.6		91.7	%	390,000	6.8		13.00	1
2030 & Thereafter	23,234	6.7		98.4	%	306,676	5.4		13.20	2
Vacant	5,675	1.6		100.0	%	0	0.0		0.00	0
Total / Wtd. Avg.	348,912	100.0	%			$5,694,773	100.0	%	$16.32	42

The following table presents certain information relating to historical occupancy at the One and Olney Shopping Center Property:

Historical Leased %⁽¹⁾

2016	2017	2018	As of 9/1/2019
95.3%	99.1%	90.5%	98.4%

(1) As provided by the borrower and reflects average occupancy for the indicated year ended December 31 unless specified otherwise.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the One and Olney Shopping Center Property:

Cash Flow Analysis⁽¹⁾

	2016	2017	2018	TTM 7/31/2019	Underwritten(2)		Underwritten $ per SF
Base Rent	$4,811,806	$5,094,839	$5,463,059	$5,174,920	$5,694,773		$16.32
Overage / Percentage Rent	31,147	16,438	24,966	16,474	16,474		0.05
Total Reimbursement Revenue	1,322,941	1,324,368	1,329,584	1,383,906	1,503,784		4.31
Market Revenue from Vacant Units	0	0	0	0	155,569		0.45
Other Revenue	3,412	1,380	392	1,351	1,351		0.00
Gross Revenue	$6,169,307	$6,437,025	$6,818,002	$6,576,650	$7,371,951		$21.13
Vacancy & Credit Loss	0	0	0	0	(368,598	)	(1.06	)
Effective Gross Income	$6,169,307	$6,437,025	$6,818,002	$6,576,650	$7,003,353		$20.07
Total Operating Expenses	$2,006,532	$1,856,560	$1,984,981	$1,971,307	$1,976,467		$5.66
Net Operating Income	$4,162,774	$4,580,465	$4,833,021	$4,605,343	$5,026,887		$14.41
TI/LC	0	0	0	0	198,879		0.57
Capital Expenditures	0	0	0	0	51,932		0.15
Net Cash Flow	$4,162,774	$4,580,465	$4,833,021	$4,605,343	$4,776,075		$13.69

(1) Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Underwritten cash flow based on in-place rents as of September 1, 2019 with contractual rent steps through August 31, 2020.

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ONE AND OLNEY SHOPPING CENTER

■ Appraisal. According to the appraisal, the One and Olney Shopping Center Property had an “as-is” appraised value of $76,000,000 as of July 12, 2019.

Appraisal Approach	Value	Discount Rate	Capitalization Rate
Direct Capitalization Approach	$74,500,000	N/A	6.50%
Discounted Cash Flow Approach	$76,000,000	7.50%	7.00%(1)

(1) Represents the terminal capitalization rate.

■ Environmental Matters. The Phase I environmental reports, dated August 28, 2019, identified a letter from the Pennsylvania Department of Environmental Protection (“PADEP”), dated July 16, 2019, stating that it had approved a deed restriction at the One and Olney Shopping Center Property in 1998 prohibiting the use of groundwater and limiting the land to nonresidential purposes due to the presence of trichloroethene (TCE) and tetrachloroethene (PCE) in the groundwater at the One and Olney Shopping Center Property stemming from the historic operation of an industrial facility. The PADEP was unable to locate evidence that the deed restrictions were properly recorded, and requested that a draft environmental covenant be provided by October 14, 2019. The failure to properly record such deed restrictions given the presence of TCE and PCE within the groundwater at the One and Olney Shopping Center Property constitutes a REC.

■ Market Overview and Competition. According to the appraisal, the One and Olney Shopping Center Property is an anchored retail property in the Philadelphia-Camden-Wilmington, PANJ-DE-MD metro area (“MSA”). As of 2018, the total population within the surrounding area, city of Philadelphia and MSA is 68,467, 1,598,385 and 6,203,916, respectively. As of 2018, the average household income within the surrounding area, city of Philadelphia and MSA is $47,161, $64,838 and $99,907, respectively.

The following table presents certain information relating to the primary competition for the One and Olney Shopping Center Property:

Competitive Set⁽¹⁾

	One and Olney Shopping Center	Rising Sun Plaza	Northeast Tower Center	Greenleaf at Cheltenham	Cedarbrook Plaza	Mayfair Shopping Center
Property Type	Retail	Retail	Retail	Retail	Retail	Retail
Year Built	1988	1979/1994	1995	1954/2018	1963/2000	1970
Total NRA	348,912	243,354	477,235	405,677	600,000	115,411
Total Occupancy	98.4%	99.1%	99.7%	99.0%	94.4%	100.0%

(1) Source: Appraisal.

■ The Borrowers. The borrowers are BLDG-ICS Olney, LLC and O&O Owner LLC, each a Delaware limited liability company. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the One and Olney Shopping Center Loan. The non-recourse carveout guarantors and borrower sponsors under the One and Olney Shopping Center Loan are Daniel Massry, Isaac D. Massry and Mark E. Massry, jointly and severally.

Founded over 30 years ago, Wharton Realty Group is a privately held real estate acquisition/property management company led by Daniel Massry and his sons, Isaac and Mark Massry. Within the past several years, Wharton Realty Group has acquired over 20 properties located in 12 states and currently owns and manages a portfolio consisting of over six million square feet of office and retail spread among over 30 properties located in the Eastern and Southeastern United States. Wharton Realty Group’s leasing team has built a retail base with relationships with over 1,000 tenants including national tenants such as Wal-Mart, Home-Depot, Lowe's, Publix, and Kroger.

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ONE AND OLNEY SHOPPING CENTER

■ Escrows. On the origination date, the borrower reserved $8,690 which represents 110% of certain estimated repairs which must be completed within 90 days of origination and $41,269 in relation to an unpaid tenant improvement allowance and gap rent owed to the tenant doing business as Hair Buzz. The borrowers are required to provide evidence that the property taxes have been paid at least 30 days prior to becoming delinquent. To the extent the borrowers fail to timely provide the foregoing evidence or to the extent there is a continuing event of default under the One and Olney Shopping Center Loan, the borrowers will be required to fund a tax and insurance reserve in an amount equal to one-twelfth of the property taxes that the lender reasonably estimates will be payable during the ensuing 12 months. Furthermore, the borrowers will be required to fund a tax and insurance reserve for insurance premiums that the lender reasonably estimates will be payable during the ensuing 12 months, unless the insurance is provided under a blanket policy and the borrower timely provides evidence of the payment of the related premiums. In addition, the borrowers will be required to escrow for the following: (i) a tenant improvements and leasing commissions reserve in an amount equal to 1/12^th of $0.60 per rentable square feet at the One and Olney Shopping Center Property (i.e., $17,445.60 as of closing) but excluding any portion of the One and Olney Shopping Center Property which is subject to a Shoprite Trigger Event and capped at $1,046,736, (ii) a capital expenditure reserve in an amount equal to $4,327.70, (iii) during a Shoprite Trigger Event, all cash flow in excess of the monthly payment amount, operating expenses and other reserves will be reserved in a Shoprite reserve up to the Shoprite Trigger Reserve Amount and (iv) during a Debt Yield Trigger Event or a Financial Reporting Trigger Event, all cash flow in excess of the monthly payment amount, operating expenses and other reserves will be reserved in an excess cash flow reserve.

A “One and Olney Shopping Center Trigger Period” means any period during which (i) the debt yield as calculated under the loan documents as of the end of any quarter is less than 7.25% (each, a "Debt Yield Trigger Event") until the debt yield is at least 7.25% for two consecutive fiscal quarters (ii)  commencing upon the borrower’s failure to deliver required annual, quarterly or monthly financial reports (each, a "Financial Reporting Trigger Event") and ending when such reports are delivered and indicate that no other One and Olney Shopping Center Trigger Period is ongoing or (iii) a Shoprite Trigger Event occurs until cured or an amount (the “Shoprite Trigger Reserve Amount”) equal to $25 per rentable square foot times the rentable square feet of the applicable space which is subject to a Shoprite Trigger Event has been deposited in the Shoprite reserve.

A “Shoprite Trigger Event” means the occurrence and continuance of (a) the filing of a bankruptcy petition by or against Wakefern Food Corp. (the lease guarantor) (“Shoprite”) or any replacement tenant for its space until (1) dismissed (if dismissed within 90 days) or Shoprite assumes its lease and in each instance is paying normal rent and in compliance with its lease or (2) a Shoprite Re-tenanting occurs, (b) if Shoprite has not given notice to renew its lease as of the date required under the lease or 12 months prior to the lease expiration until such tenant renews and is in occupancy and paying rent or a Shoprite Re-Tenanting occurs, (c) the date that (A) Shoprite gives notice of an intent to terminate or vacate 40% or more of its space or (B) Shoprite goes dark, vacates or ceases to occupy at least 40% of its space or is otherwise not in occupancy of at least 60% of its space or discontinues its operations for more than 90 consecutive days or 150 days in any 12 month period (excluding by reason or casualty, condemnation, renovations or alterations undertaken pursuant to the terms of its lease until it has recommenced operations in all or substantially all of its space and is paying full rent or a Shoprite Re-tenanting occurs, (d) Shoprite subleases at least 40% of its space until either the total square footage subject to such sublease is less than 25% of such space or a Shoprite Re-tenanting occurs, or (e) the occurrence of an event of default by the borrower under such lease that would permit Shoprite to terminate its lease until the event of default has been cured or a Shoprite Re-tenanting occurs.

A “Shoprite Re-tenanting” means at least 60% of the space under the Shoprite lease is relet under leases meeting the requirements of the loan agreement and either (1) the total rent and reimbursements payable under such substitute lease(s) (net of any rents and reimbursements payable by other tenants at the One and Olney Shopping Center Property which have co-tenancy rights related to the Shoprite lease which may be triggered based on the current occupancy of such space) collectively equals or exceeds the rent and reimbursements payable with respect to such space immediately prior to the occurrence of the applicable Shoprite Trigger Event or (2) the Shoprite DY Test is satisfied.

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ONE AND OLNEY SHOPPING CENTER

A “Shoprite DY Test” means the debt yield calculated under the loan documents is at least 10% (net of any operating income payable by other tenants at the One and Olney Shopping Center Property which have co-tenancy rights related to the Shoprite lease which may be triggered based on the current occupancy of such space).

A “One and Olney Shopping Center Cash Management Period” means any period during the continuance of a One and Olney Shopping Center Trigger Period or an event of default under the loan documents.

■ Lockbox and Cash Management. The One and Olney Shopping Center Loan is structured with a springing lockbox and cash management. The borrowers under the One and Olney Shopping Center Loan are required to establish a hard lockbox upon the occurrence of a One and Olney Shopping Center Cash Management Period. The borrowers delivered tenant direction letters to the lender and the lender will, upon the occurrence of a One and Olney Shopping Center Cash Management Period, deliver such notices to the applicable tenants. In addition, after the occurrence of the initial One and Olney Shopping Center Cash Management Period, the borrowers are required to cause all cash revenues relating to the One and Olney Shopping Center Property and all other money received by the borrowers or the property manager with respect to the One and Olney Shopping Center Property to be deposited into a lender-controlled lockbox account or, during a continuing One and Olney Shopping Center Cash Management Period, a lender-controlled cash management account within one business day of receipt. On each business day all amounts in the lockbox are required to be remitted (a) if a One and Olney Shopping Center Cash Management Period is not continuing, to a borrower controlled operating account and (b) during the continuance of a One and Olney Shopping Center Cash Management Period, to the cash management account.

During the continuance of a One and Olney Shopping Center Trigger Period or, at the lender’s discretion, during an event of default under the One and Olney Shopping Center Loan, all funds on deposit in the cash management account after payment of debt service, required reserves and budgeted operating expenses are required to be reserved as additional collateral for the One and Olney Shopping Center Loan.

■ Property Management. The One and Olney Shopping Center Property is managed by WRGUSA, LLC, a borrower affiliate. Under the related loan documents, the One and Olney Shopping Center Property is required to be managed during the term of the One and Olney Shopping Center Loan by either WRGUSA, LLC or any other property manager approved by the lender, subject to the satisfaction of certain conditions under the related loan documents.

The lender has the right to replace, or require the borrowers to replace, any property manager with a property manager selected by the borrowers, subject to the lender’s reasonable approval (or, in the event of an event of default under the One and Olney Shopping Center Loan or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, selected by the lender) (i) during the continuance of an event of default under the One and Olney Shopping Center Loan, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default by the property manager under the management agreement (after the expiration of any applicable notice and/or cure periods), (iv) if the property manager files or is the subject of a bankruptcy petition, (v) if a trustee or receiver is appointed for the property manager’s assets or the property manager makes an assignment for the benefit of creditors or (vi) if the property manager is adjudicated insolvent.

■ Release of Collateral. Not permitted.

■ Mezzanine or Subordinate Secured Indebtedness. Not permitted.

■ Terrorism Insurance. The borrowers are required to maintain terrorism insurance in an amount equal to the full replacement cost of the One and Olney Shopping Center Property, as well as 18 months of rental loss and/or business interruption coverage, together with a 12-month extended period of indemnity following restoration. If TRIPRA is no longer in effect, then the borrowers’ requirement will be capped at insurance premiums equal to two times the amount of the insurance premium payable in respect of the property and business interruption/rental loss insurance required under the related loan documents. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

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A-3-25

1950-2000 ALAMEDA DE LAS PULGAS

A-3-26

1950-2000 ALAMEDA DE LAS PULGAS

A-3-27

1950-2000 ALAMEDA DE LAS PULGAS

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		AREF
Location (City/State)	San Mateo, California	Cut-off Date Principal Balance		$49,850,000
Property Type	Office	Cut-off Date Principal Balance per SF		$325.10
Size (SF)	153,336	Percentage of Initial Pool Balance		5.8%
Total Occupancy as of 9/6/2019	92.9%	Number of Related Mortgage Loans		None
Owned Occupancy as of 9/6/2019	92.9%	Type of Security		Fee Simple
Year Built / Latest Renovation	1983 / 2017	Mortgage Rate		3.7800%
Appraised Value(1)	$74,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		NAP
		Original Interest Only Period (Months)		120
Underwritten Revenues	$7,372,527
Underwritten Expenses	$2,698,854	Escrows(2)
Underwritten Net Operating Income (NOI)	$4,673,674		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$4,443,006	Taxes	$525,944	$65,743
Cut-off Date LTV Ratio	67.4%	Insurance	$107,763	$0
Maturity Date LTV Ratio	67.4%	Replacement Reserves	$0	$2,556
DSCR Based on Underwritten NOI / NCF	2.45x / 2.33x	TI/LC	$500,000	$0
Debt Yield Based on Underwritten NOI / NCF	9.4% / 8.9%	Other(3)	$1,837,426	$0

Sources and Uses
Sources	$	%		Uses	$	%
Loan Amount	$49,850,000	67.2	%	Purchase Price	$70,500,000	95.1	%
Principal’s New Cash Contribution	22,449,404	30.3		Reserves	2,971,133	4.0
Seller Credit(3)	1,837,426	2.5		Origination Costs	665,697	0.9
Total Sources	$74,136,830	100.0	%	Total Uses	$74,136,830	100.0	%

(1) The appraiser also concluded to a land value of $53,600,000.

(2) See “—Escrows” below.

(3) At origination, the seller provided a credit of $1,837,426 which consists of $1,657,088 for outstanding tenant improvements and $180,338 for free rent associated with tenants Child Mind Institute, EasyAUM, and Fox, Shjeflo, Hartley & Babu, LLP. These amounts were escrowed upfront.

■ The Mortgage Loan. The mortgage loan (the “1950-2000 Alameda de las Pulgas Loan”) is evidenced by a note in the original principal amount of $49,850,000 and is secured by a first mortgage encumbering the borrower’s fee simple interest in an office property located in San Mateo, California (the “1950-2000 Alameda de las Pulgas Property”). The 1950-2000 Alameda de las Pulgas Loan was originated by AREF on September 30, 2019. The 1950-2000 Alameda de las Pulgas Loan has an interest rate of 3.7800% per annum. The borrowers utilized the proceeds of the 1950-2000 Alameda De las Pulgas Loan to acquire the 1950-2000 Alameda de las Pulgas Property, fund reserves and pay origination costs.

The 1950-2000 Alameda de las Pulgas Loan had an initial term of 120 months and has a remaining term of 119 months as of the Cut-off Date. The 1950-2000 Alameda de las Pulgas Loan requires monthly payments of interest only for the term of the 1950-2000 Alameda de las Pulgas Loan. The scheduled maturity date is the due date in October 2029. The 1950-2000 Alameda de las Pulgas Loan may be prepaid in whole, but not in part, on or after the due date in December 2021. Any prepayment prior to the due date in August 2029 requires payment of a prepayment penalty equal to the amount of the greater of (a) 2.0% of any applicable prepayment or (b) a yield maintenance premium.

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1950-2000 ALAMEDA DE LAS PULGAS

■ The Mortgaged Property. The 1950-2000 Alameda de las Pulgas Property is a 153,336 SF, two-story office building located at 1950-2000 Alameda de las Pulgas in San Mateo, west of City Hall and north of the Peninsula Golf & Country Club. Alameda de las Pulgas is a northwest/southeast street that is improved with two lanes of traffic in each direction. The 1950-2000 Alameda de las Pulgas Property consists of two interconnected buildings (Building 1950 and Building 2000). The buildings were constructed in 1983, renovated in 2017 and are situated on a 6.0-acre site. The 1950-2000 Alameda de las Pulgas Property was originally part of a three-building campus (Building 1900, 1950, and 2000) for an insurance tenant, California Casualty. The buildings were subsequently converted to multi-tenant use. Building 2000 contains 131,003 SF and features a large atrium which provides for an indoor garden amenity. Building 1950 contains 22,333 SF and was converted to a low intensity medical office with offices and exam rooms that the County of San Mateo uses for a mental health clinic. Building 2000 is multi-tenanted with suites ranging from 1,425 SF to 30,292 SF with an average suite size of 5,926 SF (excluding storage space). Building 1900, which is not part of the collateral, is currently vacant and under renovation post departure of the sole tenant, California Casualty in mid-2018. According to the appraisal, Building 1900 was reportedly under contract for sale to a buyer who intends to re-develop the building into an alternative use. Based on a third party report, Building 1900 was being marketed to be leased at an asking rent of $43.80 per SF triple-net (versus in place rents of $31.08 per SF excluding storage space and rent steps at the 1950-2000 Alameda de las Pulgas Property) prior to the sale.

The prior owner acquired the 1950-2000 Alameda de las Pulgas Property in 2017 and subsequently invested about $1.1 million on exterior rehab improvements (parking garage resurfacing and painting) and upgrades to the common area (lobby renovation, elevator upgrade, and amenity improvements). Additionally, there have been a few tenant improvement projects as tenants renew leases or new tenants move in.

As of September 6, 2019, the 1950-2000 Alameda de las Pulgas Property was 92.9% leased to 12 tenants. The largest tenant at the 1950-2000 Alameda de las Pulgas Property is the County of San Mateo (rated Aaa by Moody’s) which leases 84,384 SF or 55.0% of the NRA and contributes to 57.0% of the underwritten base rent. The County of San Mateo has been in occupancy at the 1950-2000 Alameda de las Pulgas Property since 2008 and executed an extension and expansion option in October 2017. The County of San Mateo occupies the entire 22,333 SF space of Building 1950 where it utilizes the space as an outpatient mental health clinic (Central County Mental Health Center). The County of San Mateo also occupies 62,051 SF of Building 2000 where its Human Resources Department is housed. The Human Resources Department is responsible for personnel, training and risk management services for citizens of the County of San Mateo.

The County of San Mateo lease has an expiration date of September 2027 with no remaining renewal options. The lease provides for a termination option in the event that the landlord fails to provide or cure the lack of essential utilities or services to the County of San Mateo. The lease does not provide for any appropriations based termination options. The current base rent (excluding straightline rent) of $28.48 per SF is currently 24.7% below the appraiser’s concluded rent of $37.80 per SF for the space.

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1950-2000 ALAMEDA DE LAS PULGAS

The following table presents certain information relating to the major tenants at the 1950-2000 Alameda de las Pulgas Property:

Ten Largest Tenants Based on Underwritten Base Rent⁽¹⁾

Tenant Name	Credit Rating (Fitch/MIS/S&P)	Tenant GLA	% of GLA		UW Base Rent(1)	% of Total UW Base Rent(2)		UW Base Rent $ per SF(2)	Lease Expiration	Renewal / Extension Options
County of San Mateo	NR / Aaa / NR	84,384	55.0	%	$2,748,999	57.0	%	$32.58	9/30/2027	NAP
Edgewood Partners	NR / NR / NR	16,175	10.5		469,692	9.7		29.04	3/31/2021	1, 3-year option
Fusion Learning, Inc	NR / NR / NR	10,814	7.1		433,115	9.0		40.05	1/31/2026	1, 5-year option
Child Mind Institute, Inc.	NR / NR / NR	9,937	6.5		399,467	8.3		40.20	12/31/2024	NAP
Fox, Shjeflo, Hartley & Babu, LLP	NR / NR / NR	3,261	2.1		141,071	2.9		43.26	8/31/2022	NAP
Judy Madrigal & Associates	NR / NR / NR	4,161	2.7		132,083	2.7		31.74	9/30/2021	NAP
Pierre J. Rodnunsky, PC	NR / NR / NR	3,621	2.4		122,370	2.5		33.79	6/30/2023	1, 5-year option
ADZ Law, LLP	NR / NR / NR	2,675	1.7		93,032	1.9		34.78	11/30/2020	1, 3-year option
Bridge Investment Group, LLC	NR / NR / NR	2,036	1.3		85,512	1.8		42.00	1/31/2026	NAP
NS Solutions USA Corporation	NR / NR / NR	2,136	1.4		77,024	1.6		36.06	3/31/2020	NAP
Ten Largest Owned Tenants		139,200	90.8	%	$4,702,365	97.6	%	$33.78
Remaining Owned Tenants		3,282	2.1		116,764	2.4		35.58
Vacant Spaces (Owned Space)		10,854	7.1		0	0.0		0.00
Totals / Wtd. Avg. All Owned Tenants		153,336	100.0	%	$4,819,129	100.0	%	$33.82

(1) Based on the underwritten rent roll dated September 6, 2019.

(2) UW Base Rent, % of Total UW Base Rent, and UW Base Rent $ per SF include contractual rent steps through October 2020.

The following table presents certain information relating to the lease rollover schedule at the 1950-2000 Alameda de las Pulgas Property based on initial lease expiration dates:

Lease Expiration Schedule ⁽¹⁾

Year Ending December 31,	Expiring Owned GLA	% of Owned GLA		Cumulative % of Owned GLA		UW Base Rent(2)	% of Total UW Base Rent(2)		UW Base Rent $ per SF(2)	# of Expiring Leases
MTM	0	0.0	%	0.0	%	$0	0.0	%	$0.00	0
2019	0	0.0		0.0	%	0	0.0		0.00	0
2020	6,515	4.2		4.2	%	234,026	4.9		35.92	3
2021	21,914	14.3		18.5	%	654,568	13.6		29.87	5
2022	3,261	2.1		20.7	%	141,071	2.9		43.26	1
2023	3,621	2.4		23.0	%	122,370	2.5		33.79	2
2024	9,937	6.5		29.5	%	399,467	8.3		40.20	1
2025	0	0.0		29.5	%	0	0.0		0.00	0
2026	12,850	8.4		37.9	%	518,627	10.8		40.36	3
2027	84,384	55.0		92.9	%	2,748,999	57.0		32.58	9
2028	0	0.0		92.9	%	0	0.0		0.00	0
2029 & Thereafter	0	0.0		92.9	%	0	0.0		0.00	0
Vacant	10,854	7.1		100.0	%	0	0.0		0.00	0
Total	153,336	100.0	%			$4,819,129	100.0	%	$33.82	24

(1) Information obtained from underwritten rent roll dated September 6, 2019.

(2) UW Base Rent, % of Total UW Base Rent, and UW Base Rent $ per SF include contractual rent steps through October 2020.

The following table presents certain information relating to historical occupancy at the 1950-2000 Alameda de las Pulgas Property:

Historical Leased %⁽¹⁾⁽²⁾

As of 9/6/2019

92.9%

(1) Information obtained from underwritten rent roll dated September 6, 2019.

(2) Historical occupancy history was not available due to acquisition.

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1950-2000 ALAMEDA DE LAS PULGAS

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the 1950-2000 Alameda de las Pulgas Property:

Cash Flow Analysis⁽¹⁾⁽²⁾

	TTM 4/30/2019		Underwritten		Underwritten $ per SF
Base Rental Revenue	$4,281,781		$4,415,278		$28.79
Contractual Rent Steps(3)	0		403,851		2.63
Total Reimbursement Revenue(4)	2,189,278		2,491,433		16.25
Market Revenue from Vacant Units(5)	0		600,118		3.91
Other Revenue	94,702		94,702		0.62
Gross Revenue	$6,565,760		$8,005,381		$52.21
Vacancy / Credit Loss(6)	(532,327	)	(632,854	)	(4.13	)
Effective Gross Income	$6,033,433		$7,372,527		$48.08
Total Operating Expenses	$2,371,484		$2,698,854		$17.60
Net Operating Income	$3,661,949		$4,673,674		$30.48
TI/LC	0		200,000		1.30
Capital Expenditures	0		30,667		0.20
Net Cash Flow	$3,661,949		$4,443,006		$28.98

(1) Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Historical cash flow history was not available due to acquisition.

(3) Underwritten cash flow based on contractual rents as of September 6, 2019, contractual rent steps through September 30, 2020, and $345,525 of straight-line rent for County of San Mateo.

(4) Total Reimbursement Revenue based on contractual lease terms and underwritten expenses.

(5) Market Revenue from Vacant Units reflects gross up for vacant space at estimated market rent and average in-place reimbursements.

(6) Vacancy and Credit Loss for TTM 4/30/2019 is comprised of physical vacancy and rent abatements.

■ Appraisal. According to the appraisal, the 1950-2000 Alameda de las Pulgas Property had an “as is” appraised value of $74,000,000 as of August 21, 2019.

Appraisal Approach	Value	Discount Rate	Capitalization Rate
Direct Capitalization Approach	$73,300,000	N/A	6.75%
Discounted Cash Flow Approach	$74,000,000	8.50%	7.50%(1)

(1) Represents the terminal capitalization rate

Office Sales Comparables⁽¹⁾

Property	Sale Date	Year Built / Renovated	Total Area (NRA)	Sale Price	Sales Price per SF	Occupancy
1950-2000 Alameda de las Pulgas	Sep-19	1983 / 2017	153,336	$70,500,000	$459.77	92.9%
2655-2988 Campus Drive	Jul-18	1974 / 1998	447,739	$210,000,000	$469.02	80%
Burlingame Bay Office Park	Jul-18	1983	259,733	$109,700,000	$460.86	89%
Clearview Business Park	Apr-18	1974 / 1988	378,359	$217,000,000	$573.53	100%
Century Center I	May-19	1985	102,276	$63,000,000	$615.98	100%
701 Gateway Blvd.	Dec-17	1998	170,414	$76,000,000	$445.97	94%
Comparable Property Avg. / Wtd. Avg.(2)				$164,897,455	$504.74	91%

(1) Source: Appraisal.

(2) Comparable Property Avg. / Wtd. Avg. does not include the 1950-2000 Alameda de las Pulgas Property.

■ Environmental Matters. According to a Phase I environmental report, dated August 29, 2019, there are no recognized environmental conditions at the 1950-2000 Alameda de las Pulgas Property. There are no recommendations for further action at the 1950-2000 Alameda de las Pulgas Property except for the implementation of an asbestos operations and maintenance plan at the 1950-2000 Alameda de las Pulgas Property.

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1950-2000 ALAMEDA DE LAS PULGAS

■ Market Overview and Competition. The 1950-2000 Alameda de las Pulgas Property is located on 1950-2000 Alameda de las Pulgas in the city of San Mateo, California in the Beresford Park/Hillsdale Neighborhood California, approximately 20 miles south from San Francisco. Primary access to the subject neighborhood is provided by Highways 92, 101, and 82. The 1950-2000 Alameda de las Pulgas Property has access to a free daily shuttle that provides direct transportation to and from the Hillsdale Caltrain Station which is approximately 1.7 miles away. Land uses within the subject neighborhood consist of a mixture of commercial and residential. The area is mostly built-out and new development occurs through the redevelopment of the existing properties.

According to the appraisal, the 2019 estimated population within a one-, three- and five-mile radius of the 1950-2000 Alameda de las Pulgas Property was 18,135, 155,611, and 243,845, respectively; while the 2019 estimated average household income within the same radii was $210,044, $177,011, and $187,690, respectively. The top three industries within the area are prof/scientific/tech services, health care/social assistance and retail trade, which represent a combined total of 37% of the population.

According to the appraisal, the 1950-2000 Alameda de las Pulgas Property is located in the San Mateo County office submarket, which includes 8.2 million square feet of office space with a vacancy rate of 10.7% and an average asking rate of $5.59 per SF per month on a full service basis. Comparable properties provide a weighted average occupancy indication of 93.6%.

The following table presents certain information relating to the primary competition for the 1950-2000 Alameda de las Pulgas Property:

Competitive Set⁽¹⁾

Property Name/Location	Year Built/ Renovated	Lease Area (SF)	Tenant Name	Lease Date/Term	Annual Base Rent PSF per Month (Full Service)	Annual Base Rent PSF per Month (Triple-Net)(2)
1850 Gateway Drive 1850 Gateway Drive San Mateo, CA 94404	1990	21,441	Apixio	Sep-18/ 5.5 Yrs	$4.95	$3.64
Bay View Plaza Office Complex 2121 South El Camino Real San Mateo, CA 94403	1973	3,271	Roam Analytics	Jun-18/ 3.0 Yrs	$4.85	$3.54
Century Plaza I 1065 East Hillsdale Boulevard Foster City, CA 94404	1984	9,751	Terns Pharmaceuticals	Apr-19/ 5.5 Yrs	$5.00	$3.69
San Mateo Center III 1810 Gateway Drive, San Mateo, CA 94404	1986	73,250	Tipalti	Aug-19/ 4.3 Yrs	$4.65	$3.34
San Mateo Centre 1800 Gateway Drive, San Mateo, CA 94404	1988	1,839	Giddy, Inc.	Jun-19/ 3.2 Yrs	$4.65	$3.34
Bridgepointe Office Park 1510 Fashion Island Boulevard San Mateo, CA 94404	1984	5,281	Solvvy	Apr-19/ 3.1 Yrs	$4.21	$2.90

(1) Source: Appraisal

(2) Appraiser adjusted the full service lease rates downward to a triple net basis by $1.31 per SF based on the 1950-2000 de Las Pulgas Property’s pro forma operating expenses.

■ The Borrower. The borrower is Alameda Fields-1, LLC, a Delaware limited liability company. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 1950-2000 Alameda de las Pulgas Loan. The non-recourse carveout guarantor under the 1950-2000 Alameda de las Pulgas Loan is Roger Fields. Roger Fields is the principal and founder of Peninsula Land & Capital, a commercial real estate company focused on acquiring and managing office/R&D/industrial buildings in Silicon Valley and the greater Bay Area. Peninsula Land & Capital owns and manages more than 25 properties totaling over 2.3 million SF with over 200 tenants and 75 separate individual investors.

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1950-2000 ALAMEDA DE LAS PULGAS

■ Escrows. On the origination date, the borrower funded (i) a tax and insurance reserve in an amount equal to $525,944 with respect to taxes and $107,763 with respect to insurance, (ii) a TI/LC reserve in an amount equal to $500,000, and (iii) other reserves which consist of $1,657,088 for unfunded obligations and $180,338 for free rent associated with three tenants.

On each due date, the borrower is required to fund (i) a tax and insurance reserve in an amount equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay taxes and insurance premiums over the then succeeding 12-month period, (ii) a replacement reserve in the amount of $2,556 subject to a cap of $153,336, and (iii) beginning on the payment date in December 2021, a TI/LC reserve (subject to a cap of $2,500,000) in the amount of either (a) $16,611 or (b) in the event that the San Mateo County lease is renewed in the 8th year of the term of the 1950-2000 Alameda de las Pulgas loan agreement, for a lease term of least five additional years and at a rental amount at least equal to the rental amount then in effect at the time of such renewal, approximately $8,334. Notwithstanding the foregoing, provided no event of default is continuing and a certain blanket insurance policy is in effect, deposits into the insurance reserve will be suspended.

■ Lockbox and Cash Management. The 1950-2000 Alameda de las Pulgas Loan is structured with a hard lockbox and springing cash management. The borrower was required to direct tenants to pay rent directly to a lender-controlled lockbox account, and the borrower will be required to cause all cash revenues relating to the 1950-2000 Alameda de las Pulgas Property and all other money received by the borrower or the property manager with respect to the 1950-2000 Alameda de las Pulgas Property (other than tenant security deposits) to be deposited into such lockbox account or a lender-controlled cash management account within one business day of receipt. On each business day all funds in the lockbox account are required to be swept into a borrower-controlled operating account, provided that on each business day during the continuance of a 1950-2000 Alameda de las Pulgas Cash Management Period, all amounts in the lockbox account are required to be remitted to the cash management account. During the continuance of a 1950-2000 Alameda de las Pulgas Cash Management Period (provided the borrower and the guarantor are not subject to bankruptcy proceedings), all amounts on deposit in the cash management account after payment of debt service, required reserves and operating expenses are required to be reserved as additional collateral for the 1950-2000 Alameda de las Pulgas Loan.

A “1950-2000 Alameda de las Pulgas Cash Management Period” means the period beginning upon occurrence of any of the following: (i) the stated maturity date under the loan documents; (ii) a default or event of default under the 1950-2000 Alameda De las Pulgas Loan agreement (until no default of event of default is then continuing); (iii) the debt service coverage ratio (as calculated under the related loan documents) being less than 1.20x (on an interest-only basis) (until the debt service coverage ratio is 1.25x (on an interest-only basis) for two consecutive fiscal quarters); or (iv) commencement of a Lease Sweep Period until such Lease Sweep Period has ended.

A “Lease Sweep Period” means any period commencing upon (i) the date that is nine months prior to the end of the term of any Major Lease; (ii) the earlier of the date required under a Major Lease by which the Major Tenant is required to give notice of its exercise of a renewal option or the date the Major Tenant actually gives such notice of its intention not to renew or extend; (iii) any Major Lease being surrendered, cancelled or terminated prior to its then current expiration date; (iv) any Major Tenant discontinuing its business in a material portion of its premises or giving notice that it intends to discontinue its business in any material portion thereof; (v) the occurrence and continuance of a default under any Major Lease by the Major Tenant thereunder; (vi) the occurrence of a Major Tenant insolvency proceeding; or (vii) the credit rating of a Major Tenant or its guarantor being downgraded below B by S&P (or its functional equivalent by any other rating agency).

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1950-2000 ALAMEDA DE LAS PULGAS

A Lease Sweep Period will end if (a) with respect to clauses (i), (ii), (iii) or (iv) above, upon the earlier of the date on which the Major Tenant exercises its extension option with respect to all of the space demised under its Major Lease and sufficient funds have been accumulated in the special rollover reserve to pay for all anticipated approved Major Lease leasing expenses and any other anticipated expenses in connection with such extension or the date on which all of the space demised under the subject Major Lease that gave rise to the subject Lease Sweep Period has been fully leased pursuant to an acceptable replacement lease(s) approved by the lender and all approved Major Lease leasing expenses have been paid in full; provided, however, with respect to a matter described in clause (iii) or (iv) above involving a partial surrender of the applicable space, in the event that at least 75% of the space under the Major Lease has been leased pursuant to a replacement lease(s), then that Lease Sweep Period would be deemed to be satisfied if, taking such replacement lease(s) into account, the debt yield equals or exceeds the greater of (x) the debt yield immediately prior to such early surrender event triggering the applicable Lease Sweep Period or (y) 8.9%; (b) with respect to clause (v) above, if the subject Major Tenant default has been cured, and no other Major Tenant default has occurred for a period of six consecutive months following such cure; (c) with respect to clause (vi) above, if the applicable Major Tenant insolvency proceeding has terminated and the applicable Major Lease has been affirmed, assumed or assigned in a manner reasonably satisfactory to the lender; or (d) with respect to clause (vii), upon the credit rating of the applicable Major Tenant or its guarantor being restored to at least B by S&P (or its functional equivalent by any other rating agency).

A “Major Lease” means the San Mateo County lease, and any other lease which covers 30,000 or more rentable square feet or 20% or more of the annual gross revenue of the 1950-2000 Alameda de las Pulgas Property.

A “Major Tenant” means any tenant under either a Major Lease or under one or more leases which when taken together cover in aggregate 30,000 or more rentable square feet or 20% or more of the annual gross revenue of the 1950-2000 Alameda de las Pulgas Property.

■ Property Management. The 1950-2000 Alameda de las Pulgas Property is managed by Peninsula Land & Capital, Inc., a California corporation and an affiliate of the borrower, pursuant to a management agreement. Under the related loan documents, the 1950-2000 Alameda de las Pulgas Property is required to remain managed by Peninsula Land & Capital, Inc., or any other management company approved by the lender and with respect to which a rating agency confirmation has been received. The lender has the right to replace, or require the borrower to replace, the property manager with a property manager selected by the lender if (i) an event of default under the 1950-2000 Alameda de las Pulgas Loan agreement is continuing, (ii) manager is in default under the management agreement, (iii) the manager becomes a debtor in any bankruptcy or insolvency proceeding or (iv) upon the gross negligence, malfeasance or willful misconduct of the manager.

■ Mezzanine or Secured Subordinate Indebtedness. Not permitted.

■ Release of Collateral. Not permitted.

■ Terrorism Insurance. The borrower is required to maintain terrorism insurance in an amount equal to the full replacement cost of the 1950-2000 Alameda de las Pulgas Property, as well as 18 months of rental loss and/or business interruption coverage, together with a six month extended period of indemnity following restoration. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

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mediterranean apartments

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mediterranean apartments

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		AREF
Location (City/State)	Whittier, California	Cut-off Date Principal Balance		$37,500,000
Property Type	Multifamily	Cut-off Date Principal Balance per Unit		$146,484.38
Size (Units)	256	Percentage of Initial Pool Balance		4.3%
Total Occupancy as of 9/13/2019	94.5%	Number of Related Mortgage Loans(2)		2
Owned Occupancy as of 9/13/2019	94.5%	Type of Security		Fee Simple
Year Built / Latest Renovation	1970 / 2017	Mortgage Rate		3.8800%
Appraised Value	$76,270,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		NAP
		Original Interest Only Period (Months)		120
Underwritten Revenues	$4,695,176
Underwritten Expenses	$1,404,806
Underwritten Net Operating Income (NOI)	$3,290,370	Escrows(1)
Underwritten Net Cash Flow (NCF)	$3,211,266		Upfront	Monthly
Cut-off Date LTV Ratio	49.2%	Taxes	$82,623	$20,656
Maturity Date LTV Ratio	49.2%	Insurance	$45,829	$6,547
DSCR Based on Underwritten NOI / NCF	2.23x / 2.18x	Replacement Reserves	$6,592	$6,592
Debt Yield Based on Underwritten NOI / NCF	8.8% / 8.6%	Other(3)	$119,813	$0

Sources and Uses
Sources	$	%	Uses	$	%
Loan Amount	$37,500,000	100.0%	Loan Payoff	$22,631,904	60.4	%
			Principal Equity Distribution	14,112,555	37.6
			Origination Costs	500,684	1.3
			Reserves	254,857	0.7
Total Sources	$37,500,000	100.0%	Total Uses	$37,500,000	100.0	%

(1) See “—Escrows” below.

(2) The borrower sponsor is also the borrower sponsor for the Sunrise Apartments loan.

(3) Other upfront reserves represent a deferred maintenance reserve of $119,813.

■ The Mortgage Loan. The mortgage loan (the “Mediterranean Apartments Loan”) is evidenced by a note in the original principal amount of $37,500,000 and is secured by a first mortgage encumbering the borrower’s fee simple interest in a 256-unit multifamily property located in Whittier, California (the “Mediterranean Apartments Property”). The Mediterranean Apartments Loan was originated by AREF on October 1, 2019 and represents approximately 4.3% of the Initial Pool Balance. The note evidencing the Mediterranean Apartments Loan has an outstanding principal balance as of the Cut-off Date of $37,500,000 and an interest rate of 3.8800% per annum. The borrower utilized the proceeds of the Mediterranean Apartments Loan to refinance the Mediterranean Apartments Property, fund reserves, pay origination costs and return equity to the borrower sponsor.

The Mediterranean Apartments Loan had an initial term of 120 months and has a remaining term of 119 months as of the Cut-off Date. The Mediterranean Apartments Loan requires interest only payments on each due date through the scheduled maturity date in October 2029. Voluntary prepayment of the Mediterranean Apartments Loan is prohibited prior to the due date in July 2029. Provided that no event of default under the related loan documents is continuing, defeasance with direct, non-callable obligations of the United States of America is permitted at any time on or after the first due date following the second anniversary of the Closing Date.

■ The Mortgaged Property. The Mediterranean Apartments Property is a 256-unit multifamily garden apartment located at 11555 Santa Gertrudes Avenue, Whittier, California in an area with average household income of $100,718. The Mediterranean Apartments Property is located on the south of Leffingwell Road and along the west side of Santa Gertrudes Avenue. The property consists of 22, one and two-story apartment buildings. The improvements were constructed in 1970 and are situated on an 8.71-acre site. Project amenities include a community pool and spa, and two laundry facilities. The Mediterranean Apartments Property features a total of 373 surface parking spaces. The borrower sponsors have owned and operated the Mediterranean Apartments Property since 1979. Since 2016, they have invested $1.16 million ($4,526 per unit) in capital expenditures which has been largely utilized for the renovation of interior units, including replacement of flooring with vinyl plank, appliance replacements, and countertop replacements.

The unit mix includes 108 one-bedrooms, 143 two-bedrooms, and 5 three-bedrooms. Each unit features a full appliance package including a gas range/oven, garbage disposal and dishwasher. Additionally, each unit features wood cabinets with Formica countertops and vinyl tile flooring in the kitchen area. The Mediterranean Apartments

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mediterranean apartments

Property had an average occupancy of approximately 94% from 2012 to September 2019. As of September 13, 2019, the Mediterranean Apartments Property was 94.5% leased.

The following table presents certain information relating to the units and rent at the Mediterranean Apartments Property:

Unit Mix⁽¹⁾

Unit Type	# of Units	# of Occupied Units	# of Vacant Units	Average SF per Unit	NRA (SF)	Average In-Place Rent Per Unit Per Month	Average In-Place Rent Per SF Per Month	Competitive Set Rent Range (Per SF Per Month) (2)	Appraiser’s Concluded Market Rent Per SF Per Month (2)
Studio	7	7	0	661	4,625	$1,438	$2.18	$2.16 - $2.87	$2.23
1-Bed / 1-Bath	101	93	8	668	67,425	$1,419	$2.13	$2.09 - $2.42	$2.14
2-Bed / 1 -Bath	79	76	3	919	72,580	$1,619	$1.76	$1.99 - $2.23	$1.94
2-Bed / 1.5-Bath	64	61	3	925	59,170	$1,755	$1.90	$1.97 - $1.98	$1.93
Three Bedroom	5	5	0	1,350	6,750	$1,943	$1.44	$1.92	$1.70
Total / Wtd. Avg.	256	242	14	822	210,550	$1,576	$1.92	N/A	$2.00

(1) As provided by the borrower per the underwritten rent roll dated September 13, 2019.

(2) Source; Appraisal.

The following table presents certain information relating to historical occupancy at the Mediterranean Apartments Property:

Historical Leased %⁽¹⁾

2016	2017	2018	As of 9/13/2019
95.6%	95.8%	94.3%	94.5%

(1) As provided by the borrower and reflects average leased rate for the indicated year ended December 31 unless specified otherwise.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Mediterranean Apartments Property:

Cash Flow Analysis⁽¹⁾

	2016	2017	2018		TTM 8/31/2019		Underwritten(2)		Underwritten $ per Unit
Potential Rent Revenue	$ 4,132,462	$ 4,295,681	$ 4,362,904		$ 4,339,425		$ 4,863,396		$ 18,998
Vacancy, Credit Loss and Concessions	5,330	5,304	(1,004	)	(9,463	)	(329,252	)	(1,286	)
Total Rent	$ 4,137,791	$ 4,300,985	$ 4,361,900		$ 4,329,963		$ 4,534,144		$ 17,712
Other Revenue(3)	$ 130,581	$ 141,937	$ 183,400		$ 161,031		$ 161,031		$ 629
Effective Gross Income	$ 4,268,372	$ 4,442,922	$ 4,545,300		$ 4,490,994		$ 4,695,176		$ 18,341
Total Operating Expenses	$ 1,036,925	$ 975,385	$ 1,225,583		$ 1,177,566		$ 1,404,806		$ 5,488
Net Operating Income	$ 3,231,447	$ 3,467,537	$ 3,319,717		$ 3,313,428		$ 3,290,370		$ 12,853
Replacement Reserves	0	0	0		0		79,104		309
Net Cash Flow	$ 3,231,447	$ 3,467,537	$ 3,319,717		$ 3,313,428		$ 3,211,266		$ 12,544

(1) Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Underwritten cash flow based on contractual rents as of September 13, 2019.

(3) Other revenue includes reimbursement revenue, deposits, parking, laundry and other miscellaneous fees and income.

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mediterranean apartments

■ Appraisal. According to the appraisal, the Mediterranean Apartments Property had an “as-is” appraised value of $76,270,000 as of September 15, 2019.

Appraisal Approach	Value	Discount Rate	Capitalization Rate
Direct Capitalization Approach	$76,270,000	N/A	4.25%
Discounted Cash Flow Approach	N/A	N/A	N/A

■ Environmental Matters. According to a Phase I environmental report dated September 18, 2019, there are no recognized environmental conditions or recommendations for further action other than an asbestos operations and maintenance plan at the Mediterranean Apartments Property.

■ Market Overview and Competition. The Mediterranean Apartments Property is located in the Los Angeles-Long Beach-Anaheim, CA Metropolitan Statistical Area, approximately 13 miles east of Downtown Los Angeles. The area has a population of 13,542,894, average household income of $100,718, and an unemployment rate of 4.4%. The top three industries within the area are Health Care/Social Assistance, Manufacturing and Retail Trade, which represent a combined total of 33% of the population.

Primary access to the subject neighborhood is provided by the Santa Ana freeway (Interstate 5). From Interstate 5, there are many arterial streets that connect to the subject neighborhood such as Rosecrans Avenue, Beach Boulevard (Highway 39) and Alondra Boulevard. Land uses within the neighborhood are primarily residential and commercial. Major employers within the immediate area include USC (21,000 employees), UCLA (65,600 employees), Kaiser Permanente (37,400 employees), Cedars-Sinai Medical Center (14,900 employees), and Walt Disney Co. (13,000 employees). Major tourist attractions proximate to the Mediterranean Property include Staples Center, Disneyland, Angel Stadium, and Knott's Berry Farm.

According to a third party research report, the Mediterranean Apartments Property is located in the Southeast Los Angeles apartment submarket which has an inventory of 39,112 units, overall vacancy rate of 2.7% and average effective rent of $1,791 per unit per month as of the second quarter of 2019. The amount of new inventory delivered in Southeast Los Angeles has been limited and barriers to entry including long entitlement processes and expensive construction financing have provided obstacles to delivering new assets.

The following table presents certain information relating to the primary competition for the Mediterranean Apartments Property:

Competitive Set⁽¹⁾

	Mediterranean Apartments(2)	Seville Apartments	Kendallwood Apartments	The Springs	Pinecrest Apartments	Tuscan Villas	Granada Court Apartments
No. of Units	256	77	120	110	63	84	22
Year Built	1970	1970	1973	1971	1964	1969	1979
Distance (miles)	N/A	0.1	0.8	1.4	0.9	1.3	0.2
Occupancy	94.5%	95%	98%	96%	95%	99%	100%

(1) Source: Appraisal.

(2) As provided by the borrower per the underwritten rent roll dated September 13, 2019.

■ The Borrower. The borrower is MED (DE), LLC, a Delaware limited liability company and a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Mediterranean Apartments Loan. The borrower sponsors and non-recourse carveout guarantors under the Mediterranean Apartments Loan are Kevin F. Jones, Louise A. Jones, and Louise A. Jones as trustee of the Thomas F. Jones Separate Property Trust. Consensys Property Management, founded in 1965 by Thomas F. Jones and his partners, is the property manager. Consensys Property Management’s portfolio includes properties located in Orange, Los Angeles, San Bernadino, Riverside, San Diego, and Santa Barbara Counties.

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mediterranean apartments

■ Escrows. On the origination date, the borrower funded (i) an immediate repair reserve in an amount equal to $119,813, (ii) a tax and insurance reserve in an amount equal to $82,623 with respect to taxes and $45,829 with respect to insurance, and (iii) a replacement reserve in an amount equal to $6,592.

On each due date, the borrower is required to fund (i) a tax and insurance reserve in an amount equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay taxes and insurance premiums over the then succeeding 12-month period which currently equates to $20,656 and $6,547, respectively and (ii) a capital expenditure reserve in the amount of approximately $6,592.

■ Lockbox and Cash Management. The Mediterranean Apartments Loan is structured with a springing lockbox and springing cash management. The related loan documents require that, from and after the first Mediterranean Apartments Cash Management Period, the borrower will cause all cash revenues relating to the Mediterranean Apartments Property to be deposited in a lockbox account or a lender controlled cash management account within one business day following receipt. From and after the first Mediterranean Apartments Cash Management Period, absent an ongoing Mediterranean Apartments Cash Management Period, all funds in the lockbox account are required to be swept daily into a borrower operating account. During the continuance of a Mediterranean Apartments Cash Management Period under the Mediterranean Apartments Loan all funds in the lockbox account are required to be swept daily into the cash management account. On each due date during a continuing Mediterranean Apartments Cash Management Period, the related loan documents require that all amounts on deposit in the cash management account in excess of the monthly debt service payment, required reserves and operating expenses be reserved in an excess cash flow reserve account. If no Mediterranean Apartments Cash Management Period is continuing, all amounts remaining in the cash management account after payment of debt service, budgeted operating expenses, and required reserves, will be transferred to the borrower’s operating account. During the continuance of an event of default, funds on deposit in the cash management account may be applied by the lender in such order and priority as it determines in its sole discretion.

A “Mediterranean Apartments Cash Management Period” means the period beginning upon occurrence of any of the following: (i) the stated maturity date under the related loan documents until the Mediterranean Apartments Loan has been repaid in full; (ii) a default or event of default under the Mediterranean Apartments Loan documents (until no default of event of default is then continuing); and (iii) the debt service coverage ratio (as calculated under the related loan documents) is less than 1.40x (on an interest-only basis) (until the debt service coverage ratio is 1.45x (on an interest-only basis) for two consecutive fiscal quarters).

■ Property Management. The Mediterranean Apartments Property is managed by Consensys Property Management, Inc., a California corporation and an affiliate of the borrower, pursuant to a management agreement. Under the related loan documents, the Mediterranean Apartments Property is required to remain managed by Consensys Property Management, Inc., or any other management company approved by the lender and with respect to which a rating agency confirmation has been received. The lender has the right to replace, or require the borrower to replace, the property manager with a property manager selected by the lender if (i) an event of default under the Mediterranean Apartments Loan agreement is continuing, (ii) the property manager is in default under the management agreement, (iii) the property manager becomes a debtor in any bankruptcy or insolvency proceeding or (iv) the property manager engages in any gross negligence, malfeasance or willful misconduct.

■ Mezzanine or Secured Subordinate Indebtedness. Not permitted.

■ Release of Collateral. Not permitted.

■ Terrorism Insurance. The borrower is required to maintain terrorism insurance in an amount equal to the full replacement cost of the Mediterranean Apartments Property, as well as 18 months of rental loss and/or business interruption coverage, together with a six-month extended period of indemnity following restoration. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

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new jersey center of excellence

 

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new jersey center of excellence

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		AREF
Location (City/State)	Bridgewater, New Jersey	Cut-off Date Balance(2)		$36,480,000
Property Type	Mixed Use	Cut-off Date Principal Balance per SF(1)		$116.09
Size (SF)	785,598	Percentage of Initial Pool Balance		4.2%
Total Occupancy as of 3/11/2019	92.3%	Number of Related Mortgage Loans		None
Owned Occupancy as of 3/11/2019	92.3%	Type of Security		Fee Simple
Year Built / Latest Renovation	1970-2005 /  NAP	Mortgage Rate		3.7300%
Appraised Value	$153,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		NAP
		Original Interest Only Period (Months)		120
Underwritten Revenues	$26,445,657
Underwritten Expenses	$14,057,622	Escrows(3)
Underwritten Net Operating Income (NOI)	$12,388,036		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$11,183,925	Taxes	$240,153	$120,077
Cut-off Date LTV Ratio(1)	59.6%	Insurance	$0	$0
Maturity Date LTV Ratio(1)	59.6%	Replacement Reserve	$0	$24,878
DSCR Based on Underwritten NOI / NCF(1)	3.59x / 3.24x	TI/LC(4)	$0	$65,467
Debt Yield Based on Underwritten NOI / NCF(1)	13.6% / 12.3%	Other	$3,849	$0

Sources and Uses
Sources	$	%		Uses	$	%
Whole Loan Amount	$91,200,000	58.8	%	Purchase Price	$152,000,000	98.0	%
Principal’s New Cash Contribution	62,646,965	40.4		Origination Costs	2,848,259	1.8
Other Sources(5)	1,245,297	0.8		Reserves	244,002	0.2
Total Sources	$155,092,262	100.0	%	Total Uses	$155,092,262	100.0	%

(1) Calculated based on the aggregate outstanding principal balance as of the Cut-off Date of the New Jersey Center of Excellence Whole Loan. See “—The Mortgage Loan” below.

(2) The Cut-off Date Balance of $36,480,000 represents the non-controlling note A-2, which is part of a larger whole loan evidenced by two pari passu notes having an aggregate outstanding principal balance as of the Cut-off Date of $91,200,000. The related companion loan, which is evidenced by the controlling note A-1 ($54,720,000), was contributed to the GSMS 2019-GC42 securitization transaction. See “—The Mortgage Loan” below.

(3) See “—Escrows” below.

(4) The TI/LC reserve is subject to a cap of $3,142,392.

(5) Other Sources consist primarily of prepaid rents and tenant deposits credited by the property seller at closing.

■ The Mortgage Loan. The mortgage loan (the “New Jersey Center of Excellence Loan”) is part of a whole loan (the “New Jersey Center of Excellence Whole Loan”) evidenced by two pari passu notes that are secured by a first mortgage encumbering the borrower’s fee simple interest in a Class A, 785,598 SF mixed-use, life science campus comprised of eight rentable buildings located in Bridgewater, New Jersey (the “New Jersey Center of Excellence Property”). The New Jersey Center of Excellence Loan, which is evidenced by the non-controlling note A-2, has an outstanding principal balance as of the Cut-off Date of $36,480,000 and represents approximately 4.2% of the Initial Pool Balance. The related companion loan is evidenced by the controlling note A-1 ($54,720,000) and was contributed to the GSMS 2019-GC42 securitization transaction. The New Jersey Center of Excellence Whole Loan, which accrues interest at an interest rate of 3.7300% per annum, was co-originated by AREF and Citi Real Estate Funding Inc. (“CREFI”) on August 1, 2019, had an aggregate original principal balance of $91,200,000 and has an aggregate outstanding principal balance as of the Cut-off Date of $91,200,000. The borrower used the proceeds of the New Jersey Center of Excellence Whole Loan to finance the acquisition of the New Jersey Center of Excellence Property, pay origination costs and fund upfront reserves.

The New Jersey Center of Excellence Whole Loan had an initial term of 120 months, has a remaining term of 117 months as of the Cut-off Date and requires monthly payments of interest only for the term of the New Jersey Center of Excellence Whole Loan. The scheduled maturity date of the New Jersey Center of Excellence Whole Loan is the due date in August 2029. Provided no event of default has occurred and is continuing, at any time after the second anniversary of the Closing Date, the New Jersey Center of Excellence Whole Loan may be defeased with certain direct full faith and credit obligations of the United States of America or other obligations which are “government securities” permitted under the New Jersey Center of Excellence Whole Loan documents.

Voluntary prepayment of the New Jersey Center of Excellence Whole Loan is permitted on or after the due date in March 2029 without payment of any prepayment premium.

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new jersey center of excellence

The table below summarizes the promissory notes that comprise the New Jersey Center of Excellence Whole Loan. The relationship between the holders of the New Jersey Center of Excellence Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

Note	Original Balance	Cut-off Date Balance	Note Holder(s)	Controlling Piece
Note A-1	$54,720,000	$54,720,000	GSMS 2019-GC42	Yes
Note A-2	36,480,000	36,480,000	GSMS 2019-GSA1	No
Total	$91,200,000	$91,200,000

■ The Mortgaged Property. The New Jersey Center of Excellence Property is a Class A, mixed-use life science campus located in Bridgewater, New Jersey. The New Jersey Center of Excellence Property is comprised of seven interconnected laboratory/research & development (“R&D”) office buildings and one good manufacturing practices capable warehouse (“GMP”) situated on an approximately 31-acre site. The New Jersey Center of Excellence Property was originally designed as Sanofi’s (a pharmaceutical company) global R&D headquarters and was constructed in stages between 1970 and 2005. The prior owner acquired the New Jersey Center of Excellence Property after Sanofi vacated in 2012 and subsequently redeveloped it into a multi-tenant life science campus. As a result, the New Jersey Center of Excellence Property features infrastructure with laboratory space that can be rearranged into multiple configurations to accommodate existing and future life science or R&D tenants. In addition, tenants benefit from an onsite central utility plant (“CUP”) offering utility efficiency, redundancy and savings.

As of March 11, 2019, the New Jersey Center of Excellence Property was 92.3% occupied by a total of 14 tenants with a remaining weighted average lease term of approximately 8 years and a weighted average lease term of approximately 12 years. The New Jersey Center of Excellence Property is comprised of approximately 52.7% of R&D lab space, approximately 23.2% of lab/office space, approximately 18.2% of GMP space and the remaining space utilized as traditional office space. There are currently four single-tenanted buildings and four multi-tenanted buildings. The top three tenants at the New Jersey Center of Excellence Property based on underwritten base rent are Ashland, Inc., Nestle Health Science and PTC Therapeutics, Inc. (collectively representing approximately 53.9% of NRA and approximately 52.9% of underwritten base rent (inclusive of rent steps)). A new café and fitness center were also recently constructed as on-site amenities.

The New Jersey Center of Excellence Property is part of the Peters Brook Village Condominium (the “Peters Brook Condominium”). The Peters Brook Condominium currently consists of six condominium units, with the New Jersey Center of Excellence Property comprising units 2 and 3 of the Peters Brook Condominium. At the origination of the New Jersey Center of Excellence Whole Loan, units 2 and 3 owned 100% of the common elements in the Peters Brook Condominium. The borrower has been allocated one of three board seats for the Peters Brook Condominium. However, upon the issuance of a certificate of occupancy for the initial improvements on condominium units 1 and 5 (non-collateral), the membership of the board of the Peters Brook Condominium will be expanded from three to four board seats, and at which time, the borrower will be allocated two of the board seats. The related borrower does not have the power to control the related condominium. The percentage interest in the common elements applicable to each unit of the Peters Brook Condominium may change as improvements are constructed in the non-collateral units or such non-collateral units are sold by the declarant to third parties; provided that the related borrower’s collective percentage interest in the common elements as the owner of the two collateral units may not be reduced below 30% without the prior written consent of the related borrower and the lender. The declaration and bylaws of the Peters Brook Condominium may only be amended by the consent of at least 75% of the votes eligible to be cast by all unit owners.

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The largest tenant based on underwritten base rent, Ashland, Inc. (25.2% of NRA; 20.1% of underwritten base rent; rated Ba3/BB by Moody’s and S&P), occupies space in two buildings with 152,000 SF in one building (“Building N”) through April 2030 and 46,000 SF of space in another building (“Building M”) through December 2026. Ashland, Inc. has one, three-year and four month renewal option for the 46,000 SF of space in Building M so that such lease term will end on the same date as the 152,000 SF in Building N. Thereafter, Ashland, Inc. has two, five-year renewal options for the entirety of its space and no termination options. Ashland, Inc. is a global provider of specialty chemicals for a number of industries, including the automotive, construction, food and beverage, personal care and pharmaceutical industries. Ashland, Inc. relocated its Specialty Ingredients Global Research and Development team from Wayne, New Jersey to the New Jersey Center of Excellence Property in 2014 and established a global R&D lab, a personal care center and an office facility. Ashland, Inc. reported approximately $3.0 billion, $3.3 billion and $3.7 billion in sales in 2016, 2017 and 2018, respectively.

The second largest tenant based on underwritten base rent, Nestle Health Science (23.2% of NRA; 18.8% of underwritten base rent), occupies 182,427 SF of space through September 2031 with three, five-year renewal options and a termination option effective on January 1, 2028 with written notice no later than December 31, 2026 and payment of a $4,853,747 termination fee. Nestle Health Science has been in occupancy at the New Jersey Center of Excellence Property since July 2016. The New Jersey Center of Excellence Property serves as one of the company’s 30+ global Product Technology Centers and serves as Nestle Health Science’s United States headquarters. Nestle Health Science invested approximately $70 million to build out the R&D program at the New Jersey Center of Excellence Property. Nestle Health Science offers a portfolio of science-based consumer health, medical nutrition and supplemental brands. Nestle Health Science was founded in 2011, employs approximately 5,000 people worldwide and is a wholly-owned subsidiary of Nestle S.A. (rated AA-/Aa2/AA- by Fitch, Moody’s and S&P). Nestle Health Science was developed to develop science-based personalized nutritional solutions for people with specific dietary needs related to illness, disease or age.

The third largest tenant based on underwritten base rent, PTC Therapeutics, Inc. (5.5% of NRA; 14.0% of underwritten base rent), occupies 43,000 SF of space on a lease expiring in June 2021 with no extension or termination options. PTC Therapeutics, Inc. is a biopharmaceutical company founded in 1998 that is focused on the discovery, development and commercialization of clinically-differentiated medicines that provide benefits to patients with rare disorders. PTC Therapeutics, Inc. went public in 2013 (NASDAQ: PTCT) and reported approximately $82.7 million, $194.4 million and $264.7 million in total revenues in 2016, 2017 and 2018, respectively.

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The following table presents certain information relating to the major tenants at the New Jersey Center of Excellence Property:

Ten Largest Owned Tenants by Underwritten Base Rent⁽¹⁾

Tenant Name	Credit Rating (Fitch/MIS/S&P)(2)	Tenant GLA	% of Owned GLA		UW Base Rent(3)	% of Total UW Base Rent(3)		UW Base Rent $ per SF(3)	Lease Expiration	Renewal / Extension Options
Ashland, Inc.(4)	NR / Ba3 / BB	198,000	25.2	%	$3,543,580	20.1	%	$17.90	4/30/2030	1, 3-year option & 2, 5-year options
Nestle  Health Science(5)	AA- / Aa2 / AA-	182,427	23.2		3,302,508	18.8		$18.10	9/30/2031	3, 5-year options
PTC Therapeutics, Inc.	NR / NR / NR	43,000	5.5		2,462,180	14.0		$57.26	6/30/2021	NAP
Amneal (Kashiv)(6)	NR / NR / BB-	142,780	18.2		2,106,005	12.0		$14.75	9/30/2025	2, 5-year options
Avantor Performance Materials	BB / B3 / B+	36,018	4.6		1,536,755	8.7		$42.67	8/31/2024	2, 5-year options
Insmed	NR / NR / NR	28,002	3.6		1,073,992	6.1		$38.35	12/31/2021	2, 5-year options
Nevakar	NR / NR / NR	26,497	3.4		914,147	5.2		$34.50	8/31/2026	2, 5-year options
Solaris Pharma(7)	NR / NR / NR	18,072	2.3		690,464	3.9		$38.21	11/30/2024	1, 5-year option
Matinas Biopharma	NR / NR / NR	14,336	1.8		582,328	3.3		$40.62	9/30/2027	1, 5-year option
Clinical Genomics	NR / NR / NR	16,201	2.1		556,018	3.2		$34.32	4/30/2022	2, 5-year options
Ten Largest Owned Tenants		705,333	89.8	%	$16,767,977	95.3	%	$23.77
Remaining Tenants		20,118	2.6		833,045	4.7		$41.41
Vacant		60,147	7.7		0	0.0		$0.00
Total / Wtd. Avg.		785,598	100.0	%	$17,601,022	100.0	%	$24.26

(1) Based on the underwritten rent roll dated March 11, 2019.

(2) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(3) UW Base Rent, % of Total UW Base Rent and UW Base Rent $ per SF include $225,840 of contractual rent steps through July 2020 and $359,961 which represents the present value of rent steps for Nestle Health Science.

(4) Ashland, Inc. leases 152,000 SF of space in Building N through April 2030 and 46,000 SF in Building M of space through December 2026. Ashland, Inc. has one, three-year and four month renewal option for the 46,000 SF of space in Building M so that this lease term will end on the same date as the 152,000 SF in Building N. Thereafter, Ashland, Inc. has two, five-year renewal options for the entirety of its space.

(5) Nestle Health Science has a termination option effective on January 1, 2028 with written notice no later than December 31, 2026 and a payment of a $4,853,747 termination fee.

(6) Amneal subleases 142,780 SF of its space to its affiliate, Kashiv, and the lease and related sublease expire on September 30, 2025.

(7) Solaris Pharma leases 13,467 SF of space with a lease expiration date of November 30, 2024 with a termination option effective November 30, 2022 with at least twelve months’ notice and payment of a termination fee equal to landlord’s unamortized costs related to the lease. Solaris Pharma also leases 4,605 SF of space through February 28, 2021 with no termination options. Solaris Pharma has one, five-year renewal option related to the lease expiring in February 2021. If this renewal option is exercised, the lease expiring in November 2024 will also be extended to be coterminous with the original lease, so that the entire space will expire in February 2026.

The following table presents certain information relating to the lease rollover schedule at the New Jersey Center of Excellence Property, based on initial lease expiration dates:

Lease Expiration Schedule⁽¹⁾

Year Ending   December 31	Expiring  Owned GLA	% of Owned GLA		Cumulative % of Owned GLA		UW Base Rent(2)	% of Total UW Base Rent(2)		UW Base Rent $ per SF(2)	# of Expiring Tenants
MTM	0	0.0	%	0.0	%	$0	0.0	%	$0.00	0
2019	0	0.0		0.0	%	0	0.0		$0.00	0
2020	0	0.0		0.0	%	0	0.0		$0.00	0
2021	82,992	10.6		10.6	%	3,998,984	22.7		$48.19	6
2022	16,201	2.1		12.6	%	556,018	3.2		$34.32	1
2023	12,733	1.6		14.2	%	530,905	3.0		$41.70	1
2024	49,485	6.3		20.5	%	2,066,547	11.7		$41.76	1
2025	142,780	18.2		38.7	%	2,106,005	12.0		$14.75	1
2026	72,497	9.2		47.9	%	1,436,961	8.2		$19.82	1
2027	14,336	1.8		49.8	%	582,328	3.3		$40.62	1
2028	0	0.0		49.8	%	0	0.0		$0.00	0
2029	0	0.0		49.8	%	0	0.0		$0.00	0
2030 & Thereafter	334,427	42.6		92.3	%	6,323,273	35.9		$18.91	2
Vacant	60,147	7.7		100.0	%	0	0.0		$0.00	0
Total / Wtd. Avg.	785,598	100.0	%			$17,601,022	100.0	%	$24.26	14

(1) Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the applicable lease and that are not considered in the Lease Expiration Schedule.

(2) UW Base Rent, % of Total UW Base Rent and UW Base Rent $ per SF include $225,840 of contractual rent steps through July 2020 and $359,961 which represents the present value of rent steps for Nestle Health Science.

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new jersey center of excellence

The following table presents certain information relating to historical leasing at the New Jersey Center of Excellence Property:

Historical Leased %⁽¹⁾⁽²⁾

As of 3/11/2019

92.3%

(1) Based on the underwritten rent roll dated March 11, 2019.

(2) Historical information is not available as the New Jersey Center of Excellence Property was acquired at origination and the prior owner did not provide historical information.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the New Jersey Center of Excellence Property:

Cash Flow Analysis⁽¹⁾⁽²⁾

	TTM 4/30/2019	Underwritten		Underwritten   $ per SF
Base Rent	$13,069,598	$17,015,221		$21.66
Contractual Rent Steps(3)	0	585,801		0.75
Potential Income from Vacant Space	0	2,396,957		3.05
Reimbursements	6,597,033	5,947,636		7.57
Gross Potential Income	$19,666,631	$25,945,615		$33.03
Tenant Electric Reimbursements(4)	3,133,537	2,649,457		3.37
Miscellaneous Income(5)	247,542	247,542		0.32
Vacancy & Credit Loss(6)	0	(2,396,957	)	(3.05	)
Effective Gross Income	$23,047,710	$26,445,657		$33.66
Real Estate Taxes	$882,798	$1,372,304		$1.75
Insurance	209,813	301,436		0.38
Management Fee	691,431	793,370		1.01
Other Operating Expenses	11,706,610	11,590,512		14.75
Total Operating Expenses	$13,490,652	$14,057,622		$17.89
Net Operating Income(7)	$9,557,058	$12,388,036		$15.77
TI/LC	0	298,527		0.38
Capital Expenditures	0	905,584		1.15
Net Cash Flow	$9,557,058	$11,183,925		$14.24

(1) Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Historical information is not available as the New Jersey Center of Excellence Property was acquired at origination and the prior owner did not provide historical information.

(3) Includes $225,840 of contractual rent steps through July 2020 and $359,961 which represents the present value of rent steps for Nestle Health Science.

(4) The TTM 4/30/2019 Tenant Electric Reimbursements were higher due to an increased electric expense of $1,062,804 in 2018 for the purchase of electric from the utility gird while the central utility plant turbines were off-line for maintenance.

(5) Miscellaneous Income consists of cafeteria income and tenant work reimbursements.

(6) Vacancy is underwritten to the current, economic vacancy of 9.2%.

(7) The increase from TTM 4/30/2019 Net Operating Income to Underwritten Net Operating Income is primarily attributable to recent leasing at the New Jersey Center of Excellence Property. PTC Therapeutics, Inc. executed a lease that commenced on July 1, 2019 for 43,000 SF which accounts for $2,462,180 of underwritten base rent and Insmed expanded its space by 13,691 SF commencing on January 1, 2019 which accounts for $620,476 of underwritten base rent inclusive of contractual rent steps.

■ Appraisal. According to the appraisal, the New Jersey Center of Excellence Property had an “as-is” appraised value of $153,000,000 as of April 4, 2019.

Appraisal Approach	“As-Is” Value	Discount Rate	Capitalization Rate
Direct Capitalization Approach	$153,000,000	N/A	7.50%
Discounted Cash Flow Approach	$149,800,000	8.75%	8.00%(1)

(1) Represents the terminal capitalization rate.

■ Environmental Matters. Based on a Phase I environmental report dated April 30, 2019, the environmental consultant did not identify evidence of any recognized environmental conditions or recommendations for further action at the New Jersey Center of Excellence Property other than the continued implementation of the current asbestos operations and maintenance program.

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■ Market Overview and Competition. The New Jersey Center of Excellence Property is located in Bridgewater, New Jersey along the west side of US Highway Route 202/206 and is considered to be within Central New Jersey. The New Jersey Center of Excellence Property is situated along a highway corridor that is predominately corporate office and R&D facilities. The New Jersey Center of Excellence Property is approximately 30 miles southwest of New York City and approximately 50 miles northeast of Philadelphia. New Jersey has historically been a life science hub and the industry continues to play a role in the state’s economy as many of the largest life science corporations are located within the state. The area is located centrally relative to the Northeast Corridor, connecting Washington, D.C. via I-95. Currently, New Jersey is home to 13 of the top 20 biopharma companies and the Northern and Central New Jersey lab inventory totals 15.2 million SF with a 13.6% vacancy rate and $18.26 average rent per SF. However, this vacancy rate increased in 2018 due to Bristol-Meyers Squibb’s 1.15 million SF R&D campus being vacated in Hopewell, New Jersey.

According to the appraisal, the Central New Jersey region has a total population of nearly 2.9 million and has an unemployment rate of 3.6% as of March 2019 due to the recent economic growth in the region. Population within a 1, 3 and 5 mile radius is 3,781, 32,914 and 89,229, respectively. According to a third party report, average household income within a 1, 3 and 5 mile radius is $165,389, $163,214 and $144,446, respectively.

The appraisal noted that the New Jersey Center of Excellence Property is located adjacent to a major mixed-use planned future development known as The Bridge. The project is expected to include 400 housing units, a 150-room full service hotel, restaurants, an 80,000 SF grocery store, 90,000 SF of office and retail space, 60,000 square feet of medical space, a town green and a community garden across 62 acres of land. There will be no R&D space developed within The Bridge.

The following table presents certain information relating to comparable buildings and tenants for the New Jersey Center of Excellence Property:

Office Building Comparables⁽¹⁾

Property Name	Size (NRA)	Year Built	City, State	Tenant	Tenant’s SF	Rent PSF
New Jersey Center of Excellence(2)	785,598	1970-2005	Bridgewater, New Jersey	Ashland, Inc.	198,000	$17.90
Cedar Brook Corporate Center	275,000	2007	Cranbury, New Jersey	Confidential	45,500	$20.00
Cedar Brook Corporate Center	57,000	1988	Cranbury, New Jersey	CMIC	20,634	$23.00
Cedar Brook Corporate Center	62,000	2006	Cranbury, New Jersey	Eywa Pharmaceuticals	52,000	$24.00
NY Center for Innovation	125,652	1994	Pearl River, New York	NuBiyota	3,596	$21.50
Mt. Bethel Corporate Center	104,997	2002	Warren, New Jersey	Cellularity	49,660	$21.00
7 Graphics Drive	72,300	1992	Ewing, New Jersey	Concours Pharmaceuticals	22,000	$20.00
Technology Centre 2	60,000	1999	North Brunswick, New Jersey	Ascendia Pharmaceuticals	15,290	$26.00
Technology Centre 2	60,000	1999	North Brunswick, New Jersey	Allergan	32,341	$26.78
Total (excluding New Jersey Center of Excellence)	816,949				241,021	NAP
Average (excluding New Jersey Center of Excellence)	102,119				30,128	$22.79

(1) Source: Appraisal.

(2) Based on the underwritten rent roll dated March 11, 2019.

■ The Borrower. The borrower, COE Bridgewater LLC, is a Delaware limited liability company and single purpose entity with at least one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the New Jersey Center of Excellence Whole Loan. The borrower sponsor and non-recourse carveout guarantor is Joseph J. Sitt, who is the chairman of Thor Equities Group. Thor Equities Group owns properties in key urban markets throughout the United States, Europe, Canada and Latin America, with over 160 properties worldwide worth in excess of $15.0 billion and totaling approximately 40.0 million SF. Thor Equities Group is based in New York City with offices in London, Paris, Mexico City and Chicago.

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■ Escrows. On the origination date of the New Jersey Center of Excellence Whole Loan, the borrower funded a reserve of $240,153 for real estate taxes and a reserve of $3,849 for condominium assessments.

Additionally, on each monthly due date, the borrower is required to fund the following reserves with respect to the New Jersey Center of Excellence Whole Loan: (i) a tax reserve in an amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay taxes over the next ensuing 12-month period (initially estimated to be $120,077), (ii) an insurance reserve in an amount equal to one-twelfth of the amount that the lender estimates will be necessary to cover premiums over the next ensuing 12-month period (such reserve has been conditionally waived so long as the borrower maintains a blanket policy meeting the requirements of the New Jersey Center of Excellence Whole Loan documents), (iii) a tenant improvements and leasing commissions reserve in the amount of $65,467 (subject to a cap of $3,142,392), (iv) a replacement reserve in the amount of $24,878 and (v) during the continuance of a New Jersey Center of Excellence Trigger Period, a condominium reserve in an amount equal to one-twelfth of the amount the lender estimates will be necessary to pay condominium assessments for the next ensuing 12-month period.

A “New Jersey Center of Excellence Trigger Period” means a period commencing upon the earlier to occur of (i) an event of default until cured and, (ii) the debt yield being less than 6.0% until the debt yield is equal to or greater than 6.0% for two consecutive calendar quarters.

■ Lockbox and Cash Management. The New Jersey Center of Excellence Whole Loan is structured with a hard lockbox and springing cash management. The borrower is required to deliver tenant direction letters to each existing tenant at the New Jersey Center of Excellence Property directing each of them to remit their rent checks directly to the lender-controlled lockbox. The borrower is required to cause revenue received by the borrower or the property manager from the New Jersey Center of Excellence Property to be deposited into such lockbox upon receipt. All funds deposited into the lockbox are required to be transferred on each business day to or at the direction of the borrower unless a New Jersey Center of Excellence Trigger Period exists. Upon the occurrence and during the continuance of a New Jersey Center of Excellence Trigger Period, all funds in the lockbox account are required to be swept on each business day to a cash management account under the control of the lender to be applied and disbursed in accordance with the New Jersey Center of Excellence Whole Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the New Jersey Center of Excellence Whole Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the New Jersey Center of Excellence Whole Loan. Upon an event of default under the New Jersey Center of Excellence Whole Loan documents, the lender will apply funds to the debt in such priority as it may determine.

■ Property Management. The New Jersey Center of Excellence Property is managed by Thor Management Company LLC, an affiliate of the borrower sponsor, pursuant to a management agreement. Under the New Jersey Center of Excellence Whole Loan documents, the lender may, or may require the borrower to, terminate the management agreement and replace the property manager upon the occurrence of: (i) an event of default that remains uncured and is continuing, (ii) a default under the management agreement beyond all applicable notice and cure periods, (iii) the insolvency or commencement of an involuntary insolvency or bankruptcy proceeding involving the property manager that is not dismissed within 90 days of the filing thereof or any voluntary bankruptcy or insolvency proceeding involving the property manager or (iv) the property manager engaging in gross negligence, fraud, willful misconduct or misappropriation of funds. Provided that no event of default is occurring under the New Jersey Center of Excellence Whole Loan documents, the borrower may terminate the management agreement and replace the property manager with a property manager approved by the lender, which approval may be conditioned upon receipt of a Rating Agency Confirmation.

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■ Mezzanine or Secured Subordinate Indebtedness. The New Jersey Center of Excellence Whole Loan documents permit future mezzanine financing, subject to satisfaction of certain conditions, including, among others (i) execution of an intercreditor agreement in form and substance acceptable to the rating agencies and reasonably acceptable to the lender, (ii) the debt yield (as calculated under the New Jersey Center of Excellence Whole Loan documents and taking into account the mezzanine loan and the New Jersey Center of Excellence Whole Loan) being at least 10.0%, (iii) the debt service coverage ratio (as calculated under the New Jersey Center of Excellence Whole Loan documents and taking into account the mezzanine loan and the New Jersey Center of Excellence Whole Loan) being at least 2.50x, and (iv) receipt of a Rating Agency Confirmation. See “Description of the Mortgage Pool—Additional Indebtedness—Mezzanine Indebtedness” in the Preliminary Prospectus.

■ Release of Collateral. Provided that no event of default is then continuing under the New Jersey Center of Excellence Whole Loan documents, the lender may not unreasonably withhold, condition or delay its consent to (i) an amendment of the condominium documents to create a unit consisting solely of a certain unimproved portion of the New Jersey Center of Excellence Property more particularly described in the New Jersey Center of Excellence Whole Loan documents (“Development Unit”), and (ii) simultaneously with the creation of the Development Unit, the release of the Development Unit from the lien of the mortgage, subject to satisfaction of certain conditions, including, among others (a) receipt of a Rating Agency Confirmation, (b) after giving effect to the release, the debt yield (taking into account the mezzanine loan, if applicable) is at least 12.0%, and (c) after giving effect to the release, the debt service coverage ratio (taking into account the mezzanine loan, if applicable) is at least 3.27x. The appraisal attributes no value to the Development Unit.

■ Terrorism Insurance. The New Jersey Center of Excellence Whole Loan documents require that the “all-risk” insurance policy required to be maintained by the borrower provide coverage for terrorism in an amount equal to the full replacement cost of the New Jersey Center of Excellence Property, plus business interruption coverage in an amount equal to 100% of the projected gross income for the New Jersey Center of Excellence Property until the completion of restoration or the expiration of 18 months, with a 6-month extended period of indemnity. The “all-risk” policy containing terrorism insurance is required to contain a deductible that is no greater than $100,000. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

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MILLENNIUM PARK PLAZA

 

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MILLENNIUM PARK PLAZA

 

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MILLENNIUM PARK PLAZA

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		GSMC
Location (City/State)	Chicago, Illinois	Cut-off Date Principal Balance(2)		$35,000,000
Property Type	Mixed Use	Cut-off Date Principal Balance per SF(1)		$374.94
Size (SF)	560,083	Percentage of Initial Pool Balance		4.0%
Total Occupancy as of 5/31/2019	99.2%	Number of Related Mortgage Loans		None
Owned Occupancy as of 5/31/2019	99.2%	Type of Security		Fee Simple
Year Built / Latest Renovation	1982 / 2015	Mortgage Rate		3.6600%
Appraised Value	$319,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		NAP
		Original Interest Only Period (Months)		120
Underwritten Revenues	$22,411,024
Underwritten Expenses	$6,752,423	Escrows
Underwritten Net Operating Income (NOI)	$15,658,602		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$15,647,202	Taxes	$0	$0
Cut-off Date LTV Ratio(1)	65.8%	Insurance	$0	$0
Maturity Date LTV Ratio(1)	65.8%	Replacement Reserves	$1,000,000	$0
DSCR Based on Underwritten NOI / NCF(1)	2.01x / 2.01x	TI/LC	$0	$0
Debt Yield Based on Underwritten NOI / NCF(1)	7.5% / 7.5%	Other(3)	$77,030	$0

Sources and Uses
Sources	$	%	Uses	$	%
Whole Loan Amount	$210,000,000	99.7%	Loan Payoff	$206,691,937	98.1%
Principal’s New Cash Contribution	609,705	0.3	Origination Costs	2,840,738	1.3
			Reserves	1,077,030	0.5
Total Sources	$210,609,705	100.0%	Total Uses	$210,609,705	100.0%

(1) Calculated based on the aggregate outstanding balance of the Millennium Park Plaza Whole Loan.

(2) The Cut-off Date Principal Balance of $35,000,000 represents the non-controlling note A-4 of the $210,000,000 Millennium Park Plaza Whole Loan evidenced by seven pari passu notes. See “—The Mortgage Loan” below.

(3) Other reserve represents an unfunded obligations reserve for two tenants, Nandos of Michigan Ave LLC (4,055 SF) and Stan’s Donuts (2,058 SF).

■ The Mortgage Loan. The mortgage loan (the “Millennium Park Plaza Loan”) is part of a whole loan (the “Millennium Park Plaza Whole Loan”) consisting of seven pari passu promissory notes (note A-1, note A-2, note A-3, note A-4, note A-5, note A-6 and note A-7) with an aggregate original principal balance of $210,000,000 and is secured by fee simple interest in a 38-story, multifamily, office and retail tower located in Chicago, Illinois (the “Millennium Park Plaza Property”). The Millennium Park Plaza Loan, evidenced by non-controlling note A-4, has an outstanding principal balance as of the Cut-off Date of $35,000,000 and represents approximately 4.0% of the Initial Pool Balance. The related pari passu companion loans, evidenced by the non-controlling note A-3, note A-5, note A-6 and note A-7, are currently held by Goldman Sachs Bank USA and are expected to be contributed to one or more future securitization transactions.

The Millennium Park Plaza Whole Loan was originated by Goldman Sachs Bank USA on July 19, 2019. The Millennium Park Plaza Whole Loan has an interest rate of 3.6600% per annum. The borrower utilized the proceeds of the Millennium Park Plaza Whole Loan to refinance existing debt, fund upfront reserves, and pay origination costs.

The Millennium Park Plaza Whole Loan had an initial term of 120 months and has a remaining term of 117 months as of the Cut-off Date. The Millennium Park Plaza Whole Loan requires interest-only payments during its term. The scheduled maturity date of the Millennium Park Plaza Whole Loan is August 6, 2029. The Millennium Park Plaza Whole Loan may be voluntarily prepaid in whole (but not in part) beginning on February 6, 2029. Partial prepayments are also permitted in connection with curing a Millennium Park Plaza Trigger Period as described below under “—Escrows”. In addition, provided that no event of default under the Millennium Park Plaza Whole Loan is continuing, defeasance with direct, non-callable obligations of the United States of America is permitted at any time on or after the first payment date following the earlier of (a) the second anniversary of the closing date of the securitization into which the last piece of the Millennium Park Plaza Whole Loan is deposited or (b) July 19, 2022.

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MILLENNIUM PARK PLAZA

The table below summarizes the promissory notes that comprise the Millennium Park Plaza Whole Loan. The relationship between the holders of the Millennium Park Plaza Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

Note	Original Balance	Cut-off Date Balance	Note Holder(s)	Controlling Piece
Note A-1	$70,000,000	$70,000,000	CGCMT 2019-GC41	Yes
Note A-2	30,000,000	30,000,000	GSMS 2019-GC42	No
Note A-3	40,000,000	40,000,000	GSBI(1)	No
Note A-4	35,000,000	35,000,000	GSMS 2019-GSA1	No
Note A-5	20,000,000	20,000,000	GSBI(1)	No
Note A-6	10,000,000	10,000,000	GSBI(1)	No
Note A-7	5,000,000	5,000,000	GSBI(1)	No
Total	$210,000,000	$210,000,000

(1) Notes A-3, A-5, A-6 and A-7 are currently held by Goldman Sachs Bank USA and are expected to be contributed to one or more future securitization transactions.

■ The Mortgaged Property. The Millennium Park Plaza Property is a 38-story, multifamily, office and retail tower located in Chicago, Illinois. The components of the Millennium Park Plaza Property are divided as follows: multifamily (557 units), office (85,017 SF) and retail (18,450 SF). Located at 151-155 North Michigan Avenue in The Loop submarket of Chicago, Illinois, the Millennium Park Plaza Property sits at the intersection of Michigan Avenue and Randolph Street. The Millennium Park Plaza Property was originally developed in 1982 and the borrower sponsor has owned the asset since 2004.

The residential component of the Millennium Park Plaza Property includes a mix of studios and one-, two-, and three-bedroom units ranging in size from 304 to 1,300 SF. As of May 31, 2019, the Millennium Park Plaza Property was 99.2% occupied.

The Millennium Park Plaza Property features amenities including a renovated fitness center with locker rooms, an indoor pool on the 38th floor, a rooftop deck, a business center, a tenant lounge, and a concierge service. The Millennium Park Plaza Property has an underground parking garage that offers valet parking for up to 200 automobiles.

The Millennium Park Plaza Property sits in the Chicago central business district (“CBD”), which is known as The Loop. Situated at the Northwest corner of Millennium Park, the Millennium Park Plaza Property location allows for some multifamily units to have unobstructed views of Millennium Park. The Millennium Park Plaza Property is located within approximately one mile of the Magnificent Mile, the Chicago River, the State Street shopping district, Millennium Station and the downtown subway loop.

The following table presents certain information relating to the multifamily units and rent at the Millennium Park Plaza Property:

Unit Mix⁽¹⁾

Unit Type	# of Units	Total SF	Average SF per Unit	Monthly UW Rent per Unit
1 Bedroom	263	176,209	670	$1,834
2 Bedroom	125	122,845	983	2,665
3 Bedroom	103	125,440	1,218	3,373
Studio	66	32,122	487	1,648
Total / Wtd. Avg.	557	456,616	820	$2,283

(1) As provided by the borrower per the underwritten rent roll dated May 31, 2019.

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MILLENNIUM PARK PLAZA

The following table presents certain information relating to the major retail and office tenants (of which, certain tenants may have co-tenancy provisions) at the Millennium Park Plaza Property:

Ten Largest Retail and Office Tenants Based on Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA	% of GLA	UW Base Rent	% of Total UW Base Rent	UW Base Rent $ per SF(2)	Lease Expiration	Renewal / Extension Options
Ferrero USA Inc(3)	NR / NR / NR	2,785	2.7%	$603,867	9.8%	$216.83	5/31/2027	2, 5-year options
CenturyLink, Inc.	BB / B2 / BB	9,558	9.2	502,200	8.1	52.54	Various(4)	1, 5-year option
Broadwing Communications	NR / NR / NR	6,000	5.8	428,040	6.9	71.34	1/27/2020	None
Stan’s Donuts	NR / NR / NR	2,058	2.0	353,600	5.7	171.82	5/31/2027	2, 5-year options
Nandos of Michigan Ave LLC	NR / NR / NR	4,055	3.9	305,000	4.9	75.22	10/31/2032	3, 5-year options
GPS Millennium Park LLC Garrett Popcorn	NR / NR / NR	1,540	1.5	261,482	4.2	169.79	10/31/2024	2, 5-year options
PB Restaurants LLC	NR / NR / NR	1,476	1.4	198,492	3.2	134.48	12/31/2024	2, 5-year options
Angelini Ori Abate Law	NR / NR / NR	3,900	3.8	142,679	2.3	36.58	11/30/2025	None
Hat World, Inc.	NR / NR / NR	809	0.8	141,443	2.3	174.84	12/31/2024	2, 5-year options
Davids Tea (USA), Inc	NR / NR / NR	877	0.8	141,113	2.3	160.90	Various(5)	None
Largest Tenants		33,058	32.0%	$3,077,915	49.9%	$93.11
Remaining Owned Tenants		65,740	63.5	3,085,496	50.1	46.93
Vacant Spaces (Owned Space)		4,669	4.5	0	0.0	0.00
Totals / Wtd. Avg. Tenants		103,467	100.0%	$6,163,411	100.0%	$62.38

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2) UW Base Rent $ per SF includes tenants that do not have any associated SF.

(3) Ferrero USA Inc has the right to terminate its lease after May 31, 2020 with three months’ notice and payment of a termination fee.

(4) Centurylink, Inc leases 430 SF of office space scheduled to expire on July 31, 2023 and 9,128 SF of office space scheduled to expire on September 30, 2023.

(5) Davids Tea (USA), Inc. leases 777 SF of retail space scheduled to expire on November 30, 2024 and 100 SF of office space scheduled to expire on October 31, 2021.

The following table presents certain information relating to the lease rollover schedule for the Millennium Park Plaza Property based on initial lease expiration dates:

Lease Expiration Schedule⁽¹⁾

Year Ending December 31,	Expiring Owned GLA	% of Owned GLA		Cumulative % of Owned GLA	UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF(2)	# of Expiring Leases
MTM	10,552	10.2	%	10.2%	$362,391	5.9	%	$34.34	21
2019	7,187	6.9		17.1%	365,016	5.9		$50.79	27
2020	23,282	22.5		39.6%	1,332,783	21.6		$57.25	39
2021	8,148	7.9		47.5%	348,399	5.7		$42.76	16
2022	15,186	14.7		62.2%	775,127	12.6		$51.04	18
2023	15,448	14.9		77.1%	757,920	12.3		$49.06	8
2024	6,197	6.0		83.1%	816,629	13.2		$131.78	6
2025	3,900	3.8		86.9%	142,679	2.3		$36.58	1
2026	0	0.0		86.9%	0	0.0		$0.00	0
2027	4,843	4.7		91.6%	957,467	15.5		$197.70	2
2028	0	0.0		91.6%	0	0.0		$0.00	0
2029	0	0.0		91.6%	0	0.0		$0.00	0
2030 & Thereafter	4,055	3.9		95.5%	305,000	4.9		$75.22	1
Vacant	4,669	4.5		100.0%	0	0.0		$0.00	0
Total / Wtd. Avg.	103,467	100.0	%		$6,163,411	100.0	%	$62.38	139

(1) Calculated based on approximate square footage occupied by each Owned Tenant.

(2) UW Base Rent $ per SF includes tenants that do not have any associated SF.

The following table presents certain information relating to the historical leasing at the Millennium Park Plaza Property:

Historical Leased %⁽¹⁾

2016	2017	2018	As of 5/31/2019
99.0%	97.8%	97.4%	99.2%

(1) As provided by the borrower and reflects average occupancy for the indicated year ended December 31 unless specified otherwise.

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MILLENNIUM PARK PLAZA

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Millennium Park Plaza Property:

Cash Flow Analysis⁽¹⁾

	2016	2017	2018	TTM 5/31/2019	Underwritten(2)	Underwritten $ per SF
Effective Rental Revenue	$14,294,293	$14,499,950	$15,294,647	$14,972,622	$15,260,112	$27.25
Retail Income	693,788	1,293,179	1,586,708	2,018,496	2,073,872	3.70
Office Income	2,357,420	2,446,628	2,466,636	2,540,208	2,667,207	4.76
Telecom Income	1,376,674	1,402,323	1,488,043	1,710,226	1,456,707	2.60
Miscellaneous Revenue	754,502	767,780	939,866	953,126	953,126	1.70
Total Other Revenue	$5,182,384	$5,909,910	$6,481,253	$7,222,056	$7,150,912	$12.77
Effective Gross Revenue	$19,476,677	$20,409,860	$21,775,900	$22,194,678	$22,411,024	$40.01
Total Operating Expenses	$5,920,924	$6,198,041	$6,410,039	$6,549,845	$6,752,423	$12.06
Net Operating Income	$13,555,753	$14,211,819	$15,365,861	$15,644,833	$15,658,602	$27.96
Upfront Replacement Reserve	0	0	0	0	(100,000)	(0.18)
Replacement Reserves	0	0	0	0	111,400	0.20
Net Cash Flow	$13,555,753	$14,211,819	$15,365,861	$15,644,833	$15,647,202	$27.94

(1) Certain items such as straight line rent, interest expense, interest income, lease cancellation income, retail lease tenant improvement concessions, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Underwritten cash flow based on contractual rents as of May 31, 2019 and contractual rent steps through July 31, 2020.

■ Appraisal. According to the appraisal, the Millennium Park Plaza Property had an “as-is” appraised value of $319,000,000 as of June 10, 2019.

Appraisal Approach(1)	Value	Discount Rate	Capitalization Rate
Direct Capitalization Approach	$315,000,000	N/A	4.75%

(1) Based on the “as-is” appraised value.

■ Environmental Matters. According to a Phase I environmental report, dated June 11, 2019, there are no recognized environmental conditions or recommendations for further action at the Millennium Park Plaza Property other than to develop and implement an asbestos operations and maintenance plan.

■ Market Overview and Competition. According to the appraisal, the Millennium Park Plaza Property is located in downtown Chicago in The Loop neighborhood. The Loop is the CBD and the financial center of the downtown Chicago market area. It is the second largest CBD in the United States after Midtown Manhattan and contains numerous corporate headquarters. It is also home to many of Chicago’s attractions, including the downtown Chicago theater district, the Field Museum, Grant Park, Buckingham Fountain, The Art Institute of Chicago, and Millennium Park. The Loop, along with the adjacent West Loop and South Loop neighborhoods, comprise the primary employment center in the Chicago market area. The aggregated Loop area as a whole contains approximately 150 million square feet of office space.

According to the appraisal, as the Chicago CBD has transformed into a 24-hour environment, The Loop has experienced the construction of new multifamily towers, retailers, restaurants, theaters, and hotels. This in turn has attracted new renters to the area seeking a diverse amenity base in addition to proximity to employment. The Loop has historically been the business center of the city of Chicago, which in turn, has promoted the financial stability of the market. The Millennium Park Plaza Property is located within approximately one mile of the Daley Center, City Hall, the State of Illinois Courthouse, and the Thompson Center/State of Illinois Building. Furthermore, the Millennium Park Plaza Property is located along North Michigan Avenue, which offers a concentration of retailers and draws tourists through the corridor.

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MILLENNIUM PARK PLAZA

Chicago Apartment Market: As of first quarter 2019, the Chicago apartment market contains 484,506 rental units in 2,447 buildings, located in 25 submarkets. The Millennium Park Plaza Property is located in The Loop submarket, which represents 4.3% of the total inventory in the broader market.

As of the first quarter of 2019, the overall vacancy rate for the region was 4.8%, while The Loop submarket has a current vacancy rate of 7.3%. The Millennium Park Plaza Property dates from the 1980s and the rental rates at the Millennium Park Plaza Property are lower than those quoted at the new Class A luxury towers in the market. The average quoted rental rate for all types of space within the region is $1,443 per month, while The Loop submarket has an average asking rental rate of $2,269 per month. The Loop submarket has the second highest rent in the Chicago CBSA market.

Chicago CBD Office Market: The Chicago-Naperville-Joliet Core Based Statistical Area (the “Chicago CBSA”) contains nearly 233.5 million SF of office space. Historically, the Chicago CBSA has been considered the business center of the Midwest, attracting many corporate headquarters and regional branches. As a transportation, banking and investment hub and research and educational center, a wide spectrum of business disciplines evolved in the region to create a critical mass of business-to-business activity. As of the first quarter of 2019, the overall vacancy of the Chicago CBD office market increased 30 basis points year-over-year.

Chicago Retail Market: The Millennium Park Plaza Property is located within Chicago’s East Loop retail submarket, one of the top retail submarkets in the Chicago metropolitan statistical area (“MSA”). According to the appraisal, the Chicago CBSA retail market totals 560.7 million SF of retail space in 45,416 buildings. The current vacancy rate is 6.0% and the average rent is $19.10 per SF, triple-net. The East Loop submarket totals 1,687,736 SF in 30 buildings. The submarket exhibits a vacancy rate of 4.6% and average rental rate of $37.08 per SF, triple-net. In comparison to the Chicago CBSA retail market, East Loop exhibits a lower vacancy, and the area commands significantly higher rents.

The following table presents certain information relating to the primary competition for the Millennium Park Plaza Property:

Competitive Set⁽¹⁾

	Millennium Park Plaza(2)	200 Squared	420 East Ohio	Lake Shore Plaza	McClurg Court	Columbus Plaza
Address	151-155 North Michigan Avenue	210 N Wells Street	420 E Ohio Street	445 E Ohio Street	333 E Ontario Street	233 E Wacker Drive
City, State	Chicago, IL	Chicago, IL	Chicago, IL	Chicago, IL	Chicago, IL	Chicago, IL
Year Built	1982	1964	1990	1986	1972	1980
Multifamily Units	557	329	263	567	1,061	534
Studio Rent Per Month	$1,648	$1,849	$2,007	$1,616	$1,784	$1,690
One-Bedroom Rent Per Month	$1,834	$2,249	$2,202	$1,624	$1,955	$1,712
Two-Bedroom Rent Per Month	$2,665	$2,798	$3,071	$2,100	$3,042	$2,973
Three-Bedroom Rent Per Month	$3,373	NAP	$4,241	NAP	NAP	$3,125

(1) Source: Appraisal.

(2) As provided by the borrower per the underwritten rent roll dated May 31, 2019.

■ The Borrower. The borrower is Millennium Park Plaza I LLC, a Delaware limited liability company. The borrower sponsor and non-recourse carveout guarantor is Donal P. Barry, Sr., the owner of a portfolio of residential rental real property with a group of investors, referred to in part as the “Barry Group” in the Millennium Park Plaza Loan documents and other outside investors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Millennium Park Plaza Whole Loan.

The Barry Group owns and manages its portfolio which includes a range of real estate investment services, including the acquisition, renovation, and repositioning of vintage, multifamily properties throughout the Chicago metropolitan area. Their portfolio consists of approximately $1.7 billion in assets held in over 80 properties, which comprise more than 5,100 apartment units and over 250,000 SF of retail commercial uses and top-class office space.

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MILLENNIUM PARK PLAZA

■ Escrows. On the origination date, the borrower funded (i) an unfunded obligations reserve in the amount of $77,030 for free rent attributable to Nandos of Michigan Ave LLC and Stan’s Donuts and (ii) a capital expenditures reserve in the amount of $1,000,000.

On each due date during a Millennium Park Plaza Trigger Period, the borrower will be required to fund (i) a tax and insurance reserve in an amount equal to one-twelfth of the property taxes and insurance premiums that the lender reasonably estimates will be payable during the next ensuing 12 months, unless in the case of insurance premiums, the borrower is maintaining a blanket policy and no event of default is continuing; (ii) a capital expenditures reserve in the amount of $9,283.33; and (iii) a tenant improvements and leasing commissions reserve in the amount of $12,933.42.

A “Millennium Park Plaza Trigger Period” means each period commencing when the debt yield (as calculated under the loan documents), determined as of the first day of any fiscal quarter, is less than 6.00%, and ending when the debt yield (as calculated under the loan documents), determined as of the first day of a fiscal quarter thereafter, is equal to or greater than 6.00%. If a Millennium Park Plaza Trigger Period is in effect or would be in effect as a result of the debt yield being less than 6.00%, then the borrower may avoid the commencement of a Millennium Park Plaza Trigger Period or end a Millennium Park Plaza Trigger Period by either (x) prepaying a portion of the Millennium Park Plaza Whole Loan (together with any applicable yield maintenance premium) such that the resulting debt yield after application of such prepayment exceeds 6.00% or (y) delivering to the lender, as additional collateral (the “Debt Yield Collateral”), cash or cash equivalents satisfactory to the lender in an amount (the “Debt Yield Cure Amount”) that when subtracted from the outstanding principal balance would result in a debt yield that exceeds 6.00%. Thereafter, if the Debt Yield Cure Amount as of the last day of any fiscal quarter exceeds the aggregate amount of the Debt Yield Collateral held by the lender, then a Millennium Park Plaza Trigger Period will commence unless the borrower increases the amount of the Debt Yield Collateral to the then current Debt Yield Cure Amount. Provided that no event of default is then continuing, following written request from the borrower, the lender is required to return the Debt Yield Collateral when the debt yield, determined as of the first day of a fiscal quarter thereafter, exceeds 6.00% without reducing the aggregate outstanding principal amount of the Millennium Park Plaza Whole Loan by the amount of such Debt Yield Collateral.

■ Lockbox and Cash Management. The Millennium Park Plaza Whole Loan is structured with a soft lockbox (except with respect to the commercial tenants, for which a hard lockbox is in place) and springing cash management. The borrower was required to deliver tenant direction letters instructing all commercial and retail tenants to deposit rents into a lender-controlled lockbox account. In addition, the borrower is required to cause all cash revenues relating to the Millennium Park Plaza Property and all other money received by the borrower or the property manager with respect to the Millennium Park Plaza Property (other than tenant security deposits) to be deposited into such lockbox account or a lender-controlled cash management account within one business day of receipt thereof. On each business day that no Millennium Park Plaza Trigger Period or event of default under the Millennium Park Plaza Whole Loan is continuing, all funds in the lockbox account are required to be swept into a borrower-controlled operating account. On each business day during a Millennium Park Plaza Trigger Period or during the continuance of an event of default under the Millennium Park Plaza Whole Loan, all funds in the lockbox account are required to be swept into the cash management account.

During the continuance of a Millennium Park Plaza Trigger Period or, at the lender’s discretion during the continuance of an event of default under the Millennium Park Plaza Whole Loan, all amounts on deposit in the cash management account after payment of debt service, required reserves and budgeted operating expenses are required to be deposited into an excess cash flow reserve account as additional collateral for the Millennium Park Plaza Whole Loan.

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MILLENNIUM PARK PLAZA

■ Property Management. The Millennium Park Plaza Property is currently managed by Millennium Park Living, Inc. Under the Millennium Park Plaza Whole Loan documents, the Millennium Park Plaza Property is required to be managed by Millennium Park Living, Inc. or any other management company reasonably approved by the lender and with respect to which a Rating Agency Confirmation has been received. The lender has the right to replace, or require the borrower to replace, the property manager with a property manager selected by the borrower (or selected by the lender in the event of an event of default under the Millennium Park Plaza Whole Loan or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction), subject to the lender’s reasonable approval (i) during the continuance of an event of default under the Millennium Park Plaza Whole Loan, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default by the property manager under the management agreement (after the expiration of any applicable notice and/or cure periods), (iv) if the property manager files or is the subject of a petition in bankruptcy or (v) if a trustee or receiver is appointed for the property manager’s assets or the property manager makes an assignment for the benefit of its creditors or is adjudicated insolvent.

■ Current Mezzanine or Secured Subordinate Indebtedness. None.

■ Permitted Future Mezzanine or Secured Subordinate Indebtedness. Not permitted.

■ Release of Collateral. Not permitted.

■ Terrorism Insurance. The borrower is required to maintain terrorism insurance in an amount equal to the full replacement cost of the Millennium Park Plaza Property, as well as 18 months of rental loss and/or business interruption coverage, together with a 12-month extended period of indemnity following restoration. If TRIPRA is no longer in effect, then the borrower’s requirement will be capped at insurance premiums equal to two times the amount of the insurance premium payable in respect of the property and business interruption/rental loss insurance required under the related loan documents. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

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19100 RIDGEWOOD

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19100 RIDGEWOOD

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19100 RIDGEWOOD

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19100 RIDGEWOOD

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		GSMC
Location (City/State)	San Antonio, Texas	Cut-off Date Principal Balance(3)		$35,000,000
Property Type	Office	Cut-off Date Principal Balance per SF(2)		$226.53
Size (SF)	618,017	Percentage of Initial Pool Balance		4.0%
Total Occupancy as of 10/1/2019(1)	100.0%	Number of Related Mortgage Loans		None
Owned Occupancy as of 10/1/2019(1)	100.0%	Type of Security		Fee Simple
Year Built / Latest Renovation	2009 / NAP	Mortgage Rate		3.6500%
Appraised Value	$200,500,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		NAP
		Original Interest Only Period (Months)		120
Underwritten Revenues	$23,068,450
Underwritten Expenses	$9,270,507	Escrows(4)
Underwritten Net Operating Income (NOI)	$13,797,943		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$12,561,909	Taxes	$0	$0
Cut-off Date LTV Ratio(2)	69.8%	Insurance	$0	$0
Maturity Date LTV Ratio(2)	69.8%	Replacement Reserves	$0	$0
DSCR Based on Underwritten NOI / NCF(2)	2.66x / 2.42x	TI/LC	$0	$90,127
Debt Yield Based on Underwritten NOI / NCF(2)	9.9% / 9.0%	Other	$0	$0

Sources and Uses
Sources	$	%		Uses	$	%
Whole Loan Amount	$140,000,000	70.5	%	Purchase Price	$198,000,000	99.7	%
Principal's New Cash Contribution	58,553,293	29.5		Origination Costs	553,293	0.3
Total Sources	$198,553,293	100.0	%	Total Uses	$198,553,293	100.0	%

(1) Total Occupancy and Owned Occupancy represent the percentage of area leased at the 19100 Ridgewood Property.

(2) Calculated based on the aggregate outstanding principal balance of the 19100 Ridgewood Whole Loan.

(3) The Cut-off Date Principal Balance of $35,000,000 represents the non-controlling note A-3 of the $140,000,000 19100 Ridgewood Whole Loan evidenced by four pari passu notes. See “—The Mortgage Loan” below.

(4) See “—Escrows” below.

■ The Mortgage Loan. The mortgage loan (the “19100 Ridgewood Loan”) is part of a whole loan (the “19100 Ridgewood Whole Loan”) consisting of four pari passu promissory notes with an aggregate original principal balance of $140,000,000 and secured by a first mortgage encumbering the borrower’s fee simple interest in an office property in San Antonio, Texas (the “19100 Ridgewood Property”).

The 19100 Ridgewood Loan, which will be included in the GSMS 2019-GSA1 securitization transaction, is evidenced by the non-controlling note A-3, has an outstanding principal balance as of the Cut-off Date of $35,000,000 and represents approximately 4.0% of the Initial Pool Balance. The related pari passu companion loans are evidenced by the controlling note A-1, which has an aggregate outstanding principal balance as of the Cut-off Date of $55,000,000, the non-controlling note A-2, which has an aggregate outstanding principal balance as of the Cut-off Date of $30,000,000 and the non-controlling note A-4, which has an aggregate outstanding principal balance as of the Cut-off Date of $20,000,000.

The 19100 Ridgewood Whole Loan was originated by Goldman Sachs Bank USA (“GS Bank”) on August 19, 2019. The 19100 Ridgewood Whole Loan has an interest rate of 3.6500% per annum. The borrower utilized the proceeds of the 19100 Ridgewood Whole Loan to finance the acquisition of the 19100 Ridgewood Property and pay origination costs.

The 19100 Ridgewood Whole Loan had an initial term of 120 months and has a remaining term of 118 months as of the Cut-off Date. The 19100 Ridgewood Whole Loan requires interest-only payments during its term. The scheduled maturity date of the 19100 Ridgewood Whole Loan is the due date in September 2029. The 19100 Ridgewood Whole Loan may be voluntarily prepaid in whole (but not in part) on or after the due date in September 2020. Any voluntary prepayments prior to the due date in June 2029 require a yield maintenance premium, which may be no less than 1% of the amount prepaid.

A-3-67

19100 RIDGEWOOD

The table below summarizes the promissory notes that comprise the 19100 Ridgewood Whole Loan. The relationship between the holders of the 19100 Ridgewood Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

Note	Original Balance	Cut-off Date Balance	Note Holder(s)	Controlling Piece
Note A-1	$55,000,000	$55,000,000	GSMS 2019-GC42	Yes
Note A-2	30,000,000	30,000,000	GS Bank(1)	No
Note A-3	35,000,000	35,000,000	GSMS 2019-GSA1	No
Note A-4	20,000,000	20,000,000	GS Bank(1)	No
Total	$140,000,000	$140,000,000

(1) Expected to be contributed to one or more future securitization transactions.

■ The Mortgaged Property. The 19100 Ridgewood Property is a 618,017 SF, suburban single tenant office property located at 19100 Ridgewood Parkway in San Antonio, Texas. The 19100 Ridgewood Property consists of a 14-story building (“Building I”) and a 6-story building (“Building II”), which were constructed in 2009 and are situated on an approximately 15-acre site. The 19100 Ridgewood Property is comprised of two office towers connected by a shared lobby/atrium. The 19100 Ridgewood Property is 100.0% leased to Tesoro Companies, Inc (“Tenant”), a wholly owned subsidiary of Marathon Petroleum Corporation (“Marathon”) and is subject to a parent guaranty by Marathon, rated BBB / Baa2 / BBB by Fitch, Moody’s and S&P. The lease (the “Marathon Lease”) is a triple-net lease structured with 1.25% annual escalations, and expires on May 31, 2029. The Tenant has four, 5-year renewal options subject to a minimum 18-month notice period.

EOG Resources, Inc. (“EOG”) subleases the entire 147,295 SF Building II at the 19100 Ridgewood Property (23.8% of total net rentable area (“NRA”)), at a modified gross rent of $30 per SF. The sublease commenced in 2011 for approximately 110,000 SF, and was expanded by approximately 37,000 SF in 2012. The sublease expires in January 2026, with one option to renew until March 2029 (approximately 90 days prior to the Marathon Lease expiration). EOG entered into a recognition agreement with the landlord, recognizing them as a direct tenant in the event the Marathon Lease is terminated. EOG is rated A- / A3 by S&P and Moody’s.

The 19100 Ridgewood Property is situated on approximately 15 acres in northern San Antonio and includes a six-story parking garage totaling 2,355 parking spaces. The 19100 Ridgewood Property grounds include shaded walking trails for employees and a private drive entrance for guests and executives. The office towers are connected by a central lobby, and amenities include a conference center, a fitness center, a corporate cafeteria and dining area, a commercial kitchen, a coffee kiosk, a credit union, executive offices on Building I’s top floor, and private executive parking. The floor plates of each tower are approximately 28,000 NRA.

The following table presents certain information relating to the major tenant at the 19100 Ridgewood Property:

Largest Tenant Based on Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA	% of GLA	UW Base Rent(2)	% of Total UW Base Rent	UW Base Rent $ per SF(2)	Lease Expiration	Renewal / Extension Options
Tenant(3)	BBB / Baa2 / BBB	618,017	100.0%	$13,566,650	100.0%	$21.95	5/31/2029	4, 5-year options
Totals / Wtd. Avg. Tenants		618,017	100.0%	$13,566,650	100.0%	$21.95

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2) UW Base Rent and UW Base Rent $ per SF includes rent steps through August 31, 2020.

(3) Tenant subleases approximately 147,295 SF to EOG at a base rent of approximately $30.00 per SF, expiring in January 2026 (subject to one renewal option). Tenant has also vacated approximately 84,000 SF over floors 10-12 and is in negotiations with the borrower sponsor to return such space in return for the tenant extending its lease at the 19100 Ridgewood Property. Tenant continues to pay rent on the vacated portion. We cannot assure you that this tenant will continue to pay rent as anticipated or at all.

A-3-68

19100 RIDGEWOOD

The following table presents certain information relating to the lease rollover schedule at the 19100 Ridgewood Property based on initial lease expiration dates:

Lease Expiration Schedule

Year Ending December 31,	Expiring Owned GLA	% of Owned GLA		Cumulative % of Owned GLA		UW Base Rent(1)	% of Total UW Base Rent		UW Base Rent $ per SF(1)	# of Expiring Leases
MTM	0	0.0	%	0.0	%	$0	0.0	%	$0.00	0
2019	0	0.0		0.0	%	0	0.0		0.00	0
2020	0	0.0		0.0	%	0	0.0		0.00	0
2021	0	0.0		0.0	%	0	0.0		0.00	0
2022	0	0.0		0.0	%	0	0.0		0.00	0
2023	0	0.0		0.0	%	0	0.0		0.00	0
2024	0	0.0		0.0	%	0	0.0		0.00	0
2025	0	0.0		0.0	%	0	0.0		0.00	0
2026(2)	0	0.0		0.0	%	0	0.0		0.00	0
2027	0	0.0		0.0	%	0	0.0		0.00	0
2028	0	0.0		0.0	%	0	0.0		0.00	0
2029	618,017	100.0		100.0	%	13,566,650	100.0		21.95	1
2030 & Thereafter	0	0.0		100.0	%	0	0.0		0.00	0
Vacant	0	0.0		100.0	%	0	0.0		0.00	0
Total / Wtd. Avg.	618,017	100.0	%			$13,566,650	100.0	%	$21.95	1

(1) UW Base Rent and UW Base Rent $ per SF includes rent steps through August 31, 2020.

(2) Tenant subleases approximately 147,295 SF to EOG at a base rent of approximately $30.00 per SF, expiring in January 2026.

The following table presents certain information relating to historical leasing at the 19100 Ridgewood Property:

Historical Leased %⁽¹⁾

2016	2017	2018	As of 10/1/2019
100.0%	100.0%	100.0%	100.0%

(1) As provided by the borrower and reflects average leased rate for the indicated year ended December 31 unless specified otherwise.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the 19100 Ridgewood Property:

Cash Flow Analysis

	2016	2017	2018	TTM 6/30/2019	Underwritten(1)	Underwritten $ per SF(1)
Base Rental Revenue	$12,842,592	$13,003,124	$13,165,663	$13,247,523	$13,566,650	$21.95
Contractual Rent Steps	0	0	0	0	984,502	1.59
Total Reimbursement Revenue	0	0	0	0	9,270,507	15.00
Gross Revenue	12,842,592	13,003,124	13,165,663	13,247,523	23,821,658	38.55
Vacancy Loss	0	0	0	0	(753,209)	(1.22)
Effective Gross Revenue	$12,842,592	$13,003,124	$13,165,663	$13,247,523	$23,068,450	$37.33
Real Estate Taxes	$0	$0	$0	$0	$3,608,370	$5.84
Insurance	0	0	0	0	180,201	0.29
Utilities	0	0	0	0	1,721,286	2.79
Repairs & Maintenance	0	0	0	0	663,059	1.07
Janitorial	0	0	0	0	1,392,337	2.25
Management Fee	0	0	0	0	692,053	1.12
General and Administrative - Direct	0	0	0	0	538,650	0.87
Total Operating Expenses	$0	$0	$0	$0	$9,270,507	$15.00
Net Operating Income	$12,842,592	$13,003,124	$13,165,663	$13,247,523	$13,797,943	$22.33
Tenant Improvements	0	0	0	0	543,855	0.88
Leasing Commissions	0	0	0	0	537,675	0.87
Replacement Reserves	0	0	0	0	154,504	0.25
Net Cash Flow	$12,842,592	$13,003,124	$13,165,663	$13,247,523	$12,561,909	$20.33

(1) Underwritten cash flow based on in-place rents as of July 1, 2019, with contractual rent steps through August 31, 2020.

A-3-69

19100 RIDGEWOOD

■ Appraisal. According to the appraisal, the 19100 Ridgewood Property had an “as-is” appraised value of $200,500,000 as of July 26, 2019 and a hypothetical - go dark value of $142,600,000 as of July 26, 2019.

Location	Appraisal Approach	Value	Discount Rate	Capitalization Rate
San Antonio, Texas	Direct Capitalization Approach	$198,500,000	N/A	6.75%
	Discounted Cash Flow Approach	$202,300,000	7.25%	7.00%(1)

(1) Represents the terminal cap rate.

■ Environmental Matters. According to a Phase I environmental report, dated August 1, 2019, there are no recognized environmental conditions or recommendations for further action at the 19100 Ridgewood Property.

■ Market Overview and Competition. The 19100 Ridgewood Property is located in the far north central portion of the city of San Antonio near the intersection of US 281 and Loop 1604 approximately eight miles north of the San Antonio International Airport and 15 miles north of San Antonio. The neighborhood is bounded by Bexar County Line to the north and east, Camp Bullis to the west and Loop 1604 to the south. Land uses consist primarily of retail properties, single family residential developments and office properties (including medical offices). Retail developments are mostly located along primary roadways such as Loop 1604, US Highway 281, Stone Oak Parkway, Sonterra Boulevard and Blanco Road. Office properties (including medical offices) are located nearby along Ridgewood Parkway, Hardy Oak Boulevard, Stone Oak Parkway and Sonterra Boulevard. Retail developments are mostly located along primary roadways such as Loop 1604, US Highway 281, Stone Oak Parkway, and Blanco Road.

Residential developments in the Stone Oak area in the last 30 years include The Vineyard, Oaks at Sonterra, Stone Valley, Hills at Sonterra, Highlands at Sonterra, Meadows at Sonterra, Midlands at Sonterra, Fairways at Sonterra, Estates at Arrowhead, Crescent Oak, and Knights Crossing. The median and average household income levels are $89,456 and $106,239 within a three-mile radius of the 19100 Ridgewood Property.

According to a market research report, as of the second quarter of 2019, the San Antonio market had an inventory of approximately 31.2 million SF with a vacancy rate of 13.4%. The average asking rental rate in the market is $22.71 per SF. A total of 895,150 SF of space is under construction while 616,504 SF of space has been completed and delivered to the market. The market experienced a positive current net absorption of 150,368 SF.

The 19100 Ridgewood Property is located in the Far North Central submarket. According to a market research report, as of the second quarter of 2019, the Far North Central submarket had an inventory of approximately 2.8 million SF with a vacancy rate of 9.5%. The average asking rental rate in the market is $28.68 per SF. A total of 120,000 SF of space is under construction in the submarket. The submarket experienced a positive current net absorption of 8,812 SF.

A-3-70

19100 RIDGEWOOD

The following table presents certain information relating to the primary competition for the 19100 Ridgewood Property:

Comparable Office Set⁽¹⁾

Property Name/Location	Year Built	Occ.	NRA (SF)	Tenant	Lease Area (SF)	Lease Date	Lease Term (Yrs.)	Base Rent per SF	Lease Type
19100 Ridgewood 19100 Ridgewood Parkway, San Antonio, TX 78259	2009	100%	618,017	Marathon Petroleum	618,017	Jun-09	20.0	$21.95	NNN
Liberty Mutual Office BTS NWC of Dallas North Tollway and Headquarters Drive, Plano, TX	2017	100%	955,900	Liberty Mutual	955,900	Oct-17	20.0	$25.01	NNN
Fannie Mae - Granite Park VII 5600 Granite Parkway, Plano, TX	2017	100%	324,000	Fannie Mae	324,000	Oct-17	15.9	$26.40	NNN
State Farm Building Four 1415 State Street, Richardson, TX	2016	100%	534,500	State Farm Ins.	458,500	Jan-17	20.0	$23.30	NNN
Ericsson North American HQ Office 6300 Legacy Drive, Plano, TX	2001	100%	491,891	Ericsson	491,891	Dec-16	10.0	$20.29	NNN
Vista Corporate Center 13805 Interstate Highway 10 West, San Antonio, TX	2015	100%	157,472	USAA	157,472	May-17	7.0	$24.16	NNN

(1) Source: Appraisal.

■ The Borrower.   The borrower is Maratonio Property LLC, a Delaware limited liability company. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 19100 Ridgewood Whole Loan. The non-recourse carveout guarantor under the 19100 Ridgewood Whole Loan is USRA Net Lease III Capital Corp.

The borrower sponsor is U.S. Realty Advisors (“USRA”), which was founded in 1989 and is a single-tenant real estate investment and asset management firm. As of August 2019, USRA’s current portfolio exceeds $2.7 billion of investments, including assets for USRA’s own account, institutional investors, corporate clients, and private families. USRA’s principals have acquired more than $4.6 billion of single-tenant assets ranging from individual properties to large portfolios. As of March 31, 2019, USRA Net Lease III Capital Corp had a net worth of approximately $114 million, and liquidity of approximately $248 million (including uncalled capital).

■ Escrows.    On each due date, the borrower is required to fund a tax and insurance reserve in an amount equal to one-twelfth of the taxes and insurance premiums that the lender reasonably estimates will be payable during the ensuing 12 months, unless (i) in the case of taxes, the Tenant is paying or contesting the taxes, and (ii) in the case of insurance premiums, the Tenant, the borrower or the guarantor is paying the insurance premiums.

In addition, the borrower is required to fund a tenant improvement and leasing commission reserve as follows: (i) on each due date during a 19100 Ridgewood Non-Renewal Period (but only for so long as no 19100 Ridgewood Trigger Period is continuing), in the amount equal to (a) $1.75 multiplied by the number of leasable square feet, in the aggregate, subject to a 19100 Ridgewood Non-Renewal Period, divided by (b) 12 (capped at an amount equal to $17.50 multiplied by the number of leasable square feet, in the aggregate, subject to a 19100 Ridgewood Non-Renewal Period), and (ii) on each due date during a 19100 Ridgewood Trigger Period, in the amount equal to $77,252. Furthermore, on each due date during a 19100 Ridgewood Trigger Period, the borrower is required to fund a capital expenditure reserve in the amount equal to $12,875.

A-3-71

19100 RIDGEWOOD

A “19100 Ridgewood Trigger Period” means (a) any period during the continuance of (i) an event of default by the borrower under the Marathon Lease beyond any applicable grace or cure period, which (in the lender’s reasonable opinion) is reasonably expected to lead to the termination of the Marathon Lease in its entirety, (ii) a bankruptcy or similar insolvency proceeding of the Tenant, unless the Marathon Lease and the guaranty provided by Marathon has been affirmed in such proceeding, or (iii) a 19100 Ridgewood Tenant Vacancy Period; provided that any 19100 Ridgewood Trigger Period under clause (a) will conclude upon the occurrence of a 19100 Ridgewood Replacement Lease Event, (b) the period commencing on December 1, 2027 if (A) the Tenant has not delivered written notice to exercise its renewal option under its lease prior to such date and (B) the Marathon Lease is not otherwise extended as of such date to at least May 31, 2034, and ending upon the occurrence of a 19100 Ridgewood Replacement Lease Event, (c) each period commencing when the net operating income (as calculated under the loan documents), determined as of the first day of any fiscal quarter, is less than $11,248,677.10, and ending when the net operating income (as calculated under the loan documents), determined as of the first day of each of two consecutive fiscal quarters, is at least $11,248,677.10, or (d) each period commencing upon the borrower’s failure to deliver required annual, quarterly or monthly financial reports and ending when such reports are delivered and indicate that no other 19100 Ridgewood Trigger Period is ongoing.

A “19100 Ridgewood Non-Renewal Period” means a period commencing on the origination date with respect to all of the leasable square footage of the 19100 Ridgewood Property, in the aggregate, and terminating with respect to any square foot in the 19100 Ridgewood Property when such square foot is leased pursuant to the Marathon Lease or a 19100 Ridgewood Qualifying Replacement Lease, in each case, that expires on or after September 6, 2034 (and the tenant under either such lease is not in default or the subject of insolvency proceedings).

A “19100 Ridgewood Replacement Lease Event” means (i) the borrower enters into one or more 19100 Ridgewood Qualifying Replacement Leases (x) each with an investment grade tenant and (y) that collectively provide for aggregate initial base rent that is not less than the base rent that would have been payable under the Marathon Lease at the time such 19100 Ridgewood Qualifying Replacement Lease is executed and (ii) the cost of all tenant improvements and leasing commissions associated with each such 19100 Ridgewood Qualifying Replacement Lease has been paid in full or reserved with the lender in the tenant improvement and leasing commission reserve account and any free rent under such 19100 Ridgewood Qualifying Replacement Lease has been deposited with the lender.

A “19100 Ridgewood Tenant Vacancy Period” means any period (a) during the continuance of which (i) 50% or more of the leasable square footage at the 19100 Ridgewood Property is vacant or is no longer occupied or (ii) 50% or more of the leasable square footage is not in regular ongoing use pursuant to the Marathon Lease or one or more 19100 Ridgewood Qualifying Replacement Leases, as reasonably determined by the lender, in each case under clauses (i) and (ii), for more than (x) 90 consecutive days or (y) 150 days in any 12 month period (other than a temporary vacancy for permitted repair, restorations or alterations and space that is subleased to an investment grade tenant that is in occupancy and open for business), and (b)(i) during the continuance of which Marathon or, if a 19100 Ridgewood Replacement Lease Event has occurred, the applicable investment grade tenant, is downgraded to below investment grade by at least two of Moody’s, Fitch and S&P (or one of those rating agencies if Marathon is only rated by one or two of those rating agencies), or (ii) (A) if Marathon is not rated by Moody’s, Fitch or S&P, commencing when the ratio of Marathon’s total debt to EBITDA (as calculated under the loan documents), determined as of the first day of any fiscal quarter, is at least 4.0 to 1, and ending when Marathon’s total debt to EBITDA (as calculated under the loan documents), determined as of the first day of each of two consecutive fiscal quarters, is less than 4.0 to 1 or (B) if a 19100 Ridgewood Replacement Lease Event has occurred, the applicable investment grade tenant is not rated by Moody’s, Fitch or S&P.

A “19100 Ridgewood Qualifying Replacement Lease” means a lease (i) with a tenant that is (x) in occupancy and open for business at the 19100 Ridgewood Property, (y) not in default under its lease beyond any applicable notice, grace or cure periods, and (z) not the subject of a bankruptcy or similar insolvency proceedings, and (ii) with a lease expiration date that is the later to occur of (x) five years following the commencement date of such lease and (y) May 31, 2029.

A-3-72

19100 RIDGEWOOD

■ Lockbox and Cash Management. The 19100 Ridgewood Whole Loan is structured with a hard lockbox and in place cash management. The borrower was required to deliver a tenant direction letter instructing the Tenant to deposit rents into a lender-controlled lockbox account. In addition, the borrower is required to cause all cash revenues relating to the 19100 Ridgewood Property and all other money received by the borrower or the property manager with respect to the 19100 Ridgewood Property (other than tenant security deposits) to be deposited into such lockbox account or a lender-controlled cash management account within one business day following receipt. On each business day, all funds in the lockbox account are required to be swept into the cash management account.

For so long as no 19100 Ridgewood Trigger Period or event of default under the 19100 Ridgewood Whole Loan is continuing, all amounts in the cash management account in excess of the aggregate amount required to be paid to or reserved with the lender on the next monthly due date are required to be swept into a borrower-controlled operating account on each business day. During the continuance of a 19100 Ridgewood Trigger Period or, at the lender’s discretion, during an event of default under the 19100 Ridgewood Whole Loan, all amounts on deposit in the cash management account after payment of debt service, required reserves and budgeted operating expenses are required to (i) be remitted into the borrower-controlled operating account if (a) no event of default under the 19100 Ridgewood Whole Loan is continuing, (b) the 19100 Ridgewood Trigger Period is continuing solely as a result of a 19100 Ridgewood Tenant Vacancy Period or clause (b) of the definition of 19100 Ridgewood Trigger Period, (c) the Tenant (or investment grade tenants for the entire 19100 Ridgewood Property during a 19100 Ridgewood Tenant Vacancy Period) is timely paying all rent under its lease, and (d) the amount in the tenant improvement and leasing commission reserve and the excess cash flow reserve is equal to or greater than $24,720,680, or (ii) otherwise, be reserved as additional collateral for the 19100 Ridgewood Whole Loan. Additionally, during the continuance of an event of default under the 19100 Ridgewood Whole Loan, the lender may apply funds on deposit in the cash management account in such order of priority as it may determine.

■ Property Management. The 19100 Ridgewood Property is currently managed by the Tenant. Under the 19100 Ridgewood Whole Loan documents, the 19100 Ridgewood Property is required to be managed by the Tenant, any other management company approved by the lender or a property manager engaged by the Tenant pursuant to its lease. The lender has the right to replace, or to require the borrower to replace, the property manager with a property manager selected by the borrower (or selected by the lender in the event of an event of default under the 19100 Ridgewood Whole Loan or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction), subject to the lender’s reasonable approval (i) during the continuance of an event of default under the 19100 Ridgewood Whole Loan, (ii) following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, (iii) during the continuance of a material default by the property manager under any management agreement (after the expiration of any applicable notice and/or cure periods), (iv) if the property manager files or is the subject of a petition in bankruptcy or (v) if a trustee or receiver is appointed for the property manager’s assets or the property manager makes an assignment for the benefit of its creditors or is adjudicated insolvent.

■ Mezzanine or Subordinate Secured Indebtedness.  Not permitted.

■ Release of Collateral. Not permitted.

■ Terrorism Insurance. The borrower, the guarantor or Marathon is required to maintain terrorism insurance in an amount equal to the full replacement cost of the 19100 Ridgewood Property, as well as 18 months of rental loss and/or business interruption coverage, together with a 12-month extended period of indemnity following restoration. If TRIPRA is no longer in effect, then the borrower’s requirement will be capped at insurance premiums equal to two times the amount of the insurance premium payable in respect of the property and business interruption/rental loss insurance required under the related loan documents. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

A-3-73

BUSHWICK AVENUE PORTFOLIO

A-3-74

BUSHWICK AVENUE PORTFOLIO

A-3-75

BUSHWICK AVENUE PORTFOLIO

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	3	Loan Seller		SMC
Location (City/State)	Brooklyn, New York	Cut-off Date Principal Balance(3)		$35,000,000
Property Type	Various	Cut-off Date Principal Balance per SF(1)(2)		$374.42
Size (SF)(1)	347,203	Percentage of Initial Pool Balance		4.0%
Total Occupancy as of 8/2/2019	94.6%	Number of Related Mortgage Loans		None
Owned Occupancy as of 8/2/2019	94.6%	Type of Security		Fee Simple
Year Built / Latest Renovation	Various / Various	Mortgage Rate		3.7100%
Appraised Value	$200,000,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		NAP
		Original Interest Only Period (Months)		120
Underwritten Revenues	$10,317,252
Underwritten Expenses	$1,437,967	Escrows(4)
Underwritten Net Operating Income (NOI)	$8,879,285		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$8,834,685	Taxes	$437,001	$145,667
Cut-off Date LTV Ratio(2)	65.0%	Insurance	$56,977	$8,719
Maturity Date LTV Ratio(2)	65.0%	Replacement Reserves	$0	$3,717
DSCR Based on Underwritten NOI / NCF(2)	1.82x / 1.81x	TI/LC	$0	$0
Debt Yield Based on Underwritten NOI / NCF(2)	6.8% / 6.8%	Other	$0	$0

Sources and Uses
Sources	$	%	Uses	$	%
Whole Loan Amount	$130,000,000	100.0%	Loan Payoff	$111,462,375	85.7%
			Return of Equity	15,862,178	12.2
			Origination Costs	2,181,469	1.7
			Reserves	493,978	0.4
Total Sources	$130,000,000	100.0%	Total Uses	$130,000,000	100.0%

(1) The Bushwick Avenue Portfolio Properties are comprised of two multifamily properties and one mixed-use building. The 871 Bushwick Avenue property is comprised of 140,510 SF. The 340 Evergreen Avenue property is comprised of 157,037 SF or 168 units. The 889 Bushwick Avenue property is comprised of 49,656 SF or 54 units. Based on the loan amounts allocated to the multifamily properties (the 340 Evergreen Avenue property and the 889 Bushwick Avenue property), the Cut-off Date Balance / Unit and Balloon Balance / Unit for the multifamily collateral is approximately $406,982. Based on the loan amount allocated to the mixed-use property (the 871 Bushwick Avenue property), the Cut-off Date Balance / SF and Balloon Balance / SF for the mixed use collateral is approximately $282.

(2) Calculated based on the aggregate outstanding principal balance of the Bushwick Avenue Portfolio Whole Loan.

(3) The Cut-off Date Principal Balance of $35,000,000 represents the non-controlling note A-2 of the $130,000,000 Bushwick Avenue Portfolio Whole Loan evidenced by five pari passu notes. See “—The Mortgage Loan” below.

(4) See “—Escrows” below.

■ The Mortgage Loan. The mortgage loan (the “Bushwick Avenue Portfolio Loan”) is part of a whole loan (the “Bushwick Avenue Portfolio Whole Loan”) consisting of five pari passu promissory notes with an aggregate original principal balance of $130,000,000 and secured by a first mortgage encumbering the borrower’s fee simple interest in two multifamily properties and one mixed-use property located in Brooklyn, New York (collectively, the “Bushwick Avenue Portfolio Properties”).

The Bushwick Avenue Portfolio Loan, which will be included in the GSMS 2019-GSA1 securitization transaction, is evidenced by the non-controlling note A-2, has an outstanding principal balance as of the Cut-off Date of $35,000,000 and represents approximately 4.0% of the Initial Pool Balance. The related pari passu companion loans evidenced by the non-controlling note A-3, note A-4, and note A-5, are currently held by Starwood Mortgage Funding II LLC and are expected to be contributed to one or more future securitizations. The controlling note A-1 was securitized in the CF 2019-CF2 transaction.

The Bushwick Avenue Portfolio Whole Loan was originated by SMC on August 9, 2019. The Bushwick Avenue Portfolio Whole Loan has an interest rate of 3.7100% per annum. The borrower utilized the proceeds of the Bushwick Avenue Portfolio Whole Loan to refinance a prior loan on the Bushwick Avenue Portfolio Properties, return equity to the borrower sponsors, fund upfront reserves and pay origination costs.

The Bushwick Avenue Portfolio Loan had an initial term of 120 months and has a remaining term of 118 months as of the Cut-off Date. The Bushwick Avenue Portfolio Loan requires interest only payments during its term. The scheduled maturity date of the Bushwick Avenue Portfolio Loan is the due date in September 2029. Voluntary prepayment of the Bushwick Avenue Portfolio Loan is prohibited prior to the due date in April 2029. At any time after the earlier of (i) August 9, 2022 and (ii) the second anniversary of the last securitization of any note comprising the Bushwick Avenue Portfolio Whole Loan, the Bushwick Avenue Portfolio Loan may be defeased in whole (but not in part) with direct, non-callable obligations of the United States of America.

A-3-76

BUSHWICK AVENUE PORTFOLIO

The table below summarizes the promissory notes that comprise the Bushwick Avenue Portfolio Whole Loan. The relationship between the holders of the Bushwick Avenue Portfolio Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

Note	Original Balance	Cut-off Date Balance	Note Holder(s)	Controlling Piece
Note A-1	$36,000,000	$36,000,000	CF 2019-CF2	Yes
Note A-2	35,000,000	35,000,000	GSMS 2019-GSA1	No
Note A-3	20,000,000	20,000,000	Starwood Mortgage Funding II LLC(1)	No
Note A-4	20,000,000	20,000,000	Starwood Mortgage Funding II LLC(1)	No
Note A-5	19,000,000	19,000,000	Starwood Mortgage Funding II LLC(1)	No
Total	$130,000,000	$130,000,000

(1) Expected to be contributed to one or more future securitization transactions.

■ The Mortgaged Properties. The Bushwick Avenue Portfolio Properties are comprised of two multifamily properties and one mixed-use property located in Brooklyn, New York, collectively totaling 347,203 SF. The 871 Bushwick Avenue property, which is owned in fee by the borrower, is ground leased to Metro International Church, Inc., an affiliate of Metro World Child (“Metro”). The ground lease (the “Ground Lease”) is scheduled to expire on June 30, 2049. Pursuant to the terms of the Ground Lease, Metro is responsible for all expenses under a triple-net lease structure (inclusive of real estate taxes, utilities, common area maintenance and operating expenses).

The 340 Evergreen Avenue property and the 889 Bushwick Avenue property are expected to benefit from a 421-a tax incentive program granted by the New York City Department of Housing Preservation and Development (“HPD”). The 340 Evergreen Avenue property and the 889 Bushwick Avenue property are expected to benefit from a 100% tax exemption for twenty-five years, followed by a 25-30% tax exemption for years 26-35. The Bushwick Avenue Portfolio Loan is full recourse to the borrower and the borrower sponsors until such time as HPD issues a Final Certificate of Eligibility for each of the 340 Evergreen Avenue and 889 Bushwick Avenue properties. Further, if the 421-a tax exemptions are not maintained for either the 340 Evergreen Avenue property or the 889 Bushwick Avenue property after the issuance of the Final Certificate of Eligibility, the Bushwick Avenue Portfolio Loan will become full recourse to the borrower and the borrower sponsors. Current unabated taxes for the 340 Evergreen Avenue and 889 Bushwick Avenue properties are equal to approximately $1,368,333 compared to underwritten abated taxes of $523,598. See “Risk Factors—Risks Relating to the Mortgage Loans—Increases in Real Estate Taxes May Reduce Available Funds” in the Preliminary Prospectus.

The following table presents detailed information with respect to each of the Bushwick Avenue Portfolio Properties:

Property Name / Location	Property Type	Year Built/ Renovated	SF	Units	Allocated Loan Amount (“ALA”)	% of ALA		Appraised Value	UW NOI	% of UW NOI
340 Evergreen Avenue 340 Evergreen Avenue Brooklyn, NY	Multifamily	2019 / NAP	157,037	168	$66,950,000	51.5	%	$103,000,000	$4,045,776	45.6	%
871 Bushwick Avenue 871 Bushwick Avenue Brooklyn, NY	Mixed Use	1954 / 2017	140,510	NAP	39,650,000	30.5		61,000,000	3,317,400	37.4
889 Bushwick Avenue 889 Bushwick Avenue Brooklyn, NY	Multifamily	2018 / NAP	49,656	54	23,400,000	18.0		36,000,000	1,516,109	17.1
Total			347,203	222	$130,000,000	100.0	%	$200,000,000	$8,879,285	100.0	%

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BUSHWICK AVENUE PORTFOLIO

340 Evergreen Avenue (168 Units, 51.5% ALA). The 340 Evergreen Avenue property is comprised of 168 units (31 studio, 68 one-bedroom, 48 two-bedroom and 21 three-bedroom units) across 157,037 SF. The 340 Evergreen Avenue property has three entrances with frontage on Evergreen Avenue, Harmon Street and Himrod Street. Units include hardwood and ceramic flooring throughout, wood cabinetry, granite countertops, stainless steel appliances and dishwashers. A majority of the units have balcony or terrace space. Building amenities include a fitness center, a yoga room, a kids’ room, a pet spa, a laundry room, a lounge/screening room, a business center, parking, a landscaped roof and bike storage.

In connection with the 340 Evergreen Avenue property’s 35-year 421-a tax abatement, there are 60 units in the building set aside for low-income tenants earning between 100-110% of the area median income (“AMI”), subject to certain rental restrictions. A temporary certificate of occupancy (“TCO”) has been issued for the 340 Evergreen Avenue Property, and the 340 Evergreen Avenue property is 100% pre-leased (100% of the market rate units are currently occupied, while there are 18 vacant low-income units, which may be occupied after approvals have been completed for prospective tenants from the housing lottery).

The following table presents detailed information with respect to the units at the 340 Evergreen Avenue property:

Unit Type	No. of Units	% of Total	Occupied Units	Occupancy	Average Unit Size (SF)	Average Monthly Rental Rate	Average Monthly Rental Rate per SF	Average Monthly Market Rental Rate(1)	Average Monthly Market Rental Rate per SF(1)
Studio	31	18.5%	30	96.8%	421	$2,042	$4.85	$2,313	$5.49
One Bedroom	68	40.5%	67	98.5%	520	$2,494	$4.80	$2,616	$5.03
Two Bedroom	48	28.6%	32	66.7%	762	$2,566	$3.37	$2,970	$3.90
Three Bedroom	21	12.5%	21	100.0%	925	$3,837	$4.15	$3,850	$4.16
Total/Wtd. Avg.	168	100.0%	150	89.3%	622	$2,599	$4.18	$2,815	$4.53

(1) Source: Appraisal.

871 Bushwick Avenue (140,510 SF, 30.5% ALA). The 871 Bushwick Avenue property is a 140,510 SF mixed-use office and multifamily building, which was completed in October 2015. The 871 Bushwick Avenue property is ground leased to Metro, and the location serves as Metro’s global headquarters for use as offices, training facilities and apartments for volunteers and staff. Metro was founded in 1980 and is a faith-based humanitarian organization committed to serving the underprivileged inner-city children of the world. Metro currently operates Metro Sunday Schools in more than 13 countries around the world and has over 200 locations throughout New York City. Metro also coordinates the direct financial sponsorship of a number of impoverished children, providing them with Sunday school services, and basic necessities. Metro funds its operations through donations. The Bushwick Avenue Portfolio Properties were purchased from a subsidiary of Metro for $15.0 million in April 2014, and as such, the 871 Bushwick Avenue property was a sale-leaseback. See “Risk Factors—Risks Relating to the Mortgage Loans— Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases—Sale-Leaseback Transactions Also Have Risks” in the Preliminary Prospectus.

The 871 Bushwick Avenue property is ground leased to Metro. The Ground Lease is dated as of and commenced on July 1, 2019. The expiration date of the Ground Lease is June 30, 2049, with no renewal options. In the event that Metro files a declaration for a leasehold condominium (the “Declaration”) within the first year of the Ground Lease, the expiration date of the Ground Lease will be extended to the date that is 30 years from the filing of the Declaration. Metro is required to deliver notice of the filing of the Declaration to the landlord simultaneously with the recording of the Declaration. Annual ground rent is equal to $3.6 million, which escalates by 2.5% over the prior year each year during the term of the Ground Lease, except for in year 15, when the ground rent increases by 10.0% over the prior year. In the event Metro ceases paying rent under the Ground Lease and/or terminates the Ground Lease, the Bushwick Avenue Portfolio Loan will be recourse to the borrower sponsors in an amount equal to Metro’s rent under the Ground Lease until the borrower enters into a satisfactory replacement ground lease as determined by the lender with a satisfactory replacement ground tenant as determined by the lender for the 871 Bushwick Avenue property.

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BUSHWICK AVENUE PORTFOLIO

889 Bushwick Avenue (54 Units, 18.0% ALA). The 889 Bushwick Avenue property is comprised of 54 units (1 studio, 29 one-bedroom, 17 two-bedroom and 7 three-bedroom units) and one superintendent studio unit across 49,656 SF. The 889 Bushwick Avenue property has one entrance with frontage on Harmon Street and Bushwick Avenue. Units include hardwood and ceramic flooring throughout, wood cabinetry, granite countertops, stainless steel appliances and dishwashers. Some units have duplexed living spaces and the majority of units have balcony or terrace space. Building amenities include a fitness center, a pet spa, a laundry room, a recreational area and roof access.

In connection with the 889 Bushwick Avenue property’s 35-year 421-a tax abatement, there are six units in the building set aside for low-income tenants earning between 100-110% of the AMI, subject to certain rental restrictions.

The following table presents detailed information with respect to the units at the 889 Bushwick Avenue property:

Unit Type	No. of Units	% of Total	Occupied Units	Occupancy	Average Unit Size (SF)	Average Monthly Rental Rate	Average Monthly Rental Rate per SF	Average Monthly Market Rental Rate(1)	Average Monthly Market Rental Rate per SF(1)
Studio	1	1.9%	1	100.0%	803	$2,750	$3.42	$2,750	$3.42
One Bedroom	29	53.7	27	93.1	485	2,588	5.34	2,730	5.63
Two Bedroom	17	31.5	17	100.0	693	2,931	4.23	2,931	4.23
Three Bedroom	7	13.0	7	100.0	1,023	3,807	3.72	3,807	3.72
Total/Wtd. Avg.	54	100.0%	52	96.3%	626	$2,857	$4.56	$2,933	$4.68

(1) Source: Appraisal.

The following table presents certain information relating to historical occupancy at the Bushwick Avenue Portfolio Properties:

Historical Leased %⁽¹⁾⁽²⁾

2016	2017	2018	As of 8/2/2019
NAP	NAP	NAP	94.6%

(1) As provided by the borrower.

(2) The 871 Bushwick Avenue property was renovated in 2017 and is ground leased to Metro. The Bushwick Avenue Portfolio Properties were purchased from a subsidiary of Metro in April 2014, and as such, the 871 Bushwick Avenue property is a sale lease back. The 889 Bushwick Avenue property was completed in July 2018 and the 340 Evergreen Avenue property was completed in 2019. As such, historical occupancy is not available.

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BUSHWICK AVENUE PORTFOLIO

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the the Underwritten Net Cash Flow at the Bushwick Avenue Portfolio Properties:

Cash Flow Analysis⁽¹⁾⁽²⁾

	Underwritten	Underwritten $ per SF
Gross Potential Rent	$10,690,464	$30.79
Reimbursements	0	0.00
Other Income	360,660	1.04
Total Gross Income	$11,051,124	$31.83
Economic Vacancy & Credit Loss(3)	(733,872)	(2.11)
Effective Gross Income	$10,317,252	$29.72
Real Estate Taxes(4)	$523,598	$1.51
Insurance	104,623	0.30
Management Fee	309,518	0.89
Other Operating Expenses	500,229	1.44
Total Operating Expenses	$1,437,967	$4.14
Net Operating Income	$8,879,285	$25.57
Replacement Reserves	44,600	0.13
TI/LC	0	0.00
Net Cash Flow	$8,834,685	$25.45

(1) Certain items such as interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items are not considered for the underwritten cash flow.

(2) The 871 Bushwick Avenue property was renovated in 2017 and is ground leased to Metro. The Bushwick Avenue Portfolio Properties were purchased from a subsidiary of Metro in April 2014, and as such, the 871 Bushwick Avenue property is a sale lease back. The 889 Bushwick Avenue property was completed in July 2018 and the 340 Evergreen Avenue property was completed in 2019. As such, historical financials are not available.

(3) Underwritten Economic Vacancy & Credit Loss represents an economic vacancy of 6.9%.

(4) The 340 Evergreen Avenue property and the 889 Bushwick Avenue property are anticipated to benefit from a 421-a tax incentive program by the HPD. There will be 100% tax abatement for twenty-five years followed by a 25-30% tax abatement for years 26-35. Current unabated taxes are equal to approximately $1,368,333 compared to underwritten abated taxes of $523,598.

■ Appraisal. According to the appraisals, the Bushwick Avenue Portfolio Properties had an aggregate “as-is” appraised value of $200,000,000 as of July 18, 2019.

Property Name	Appraisal Approach	Appraised Value	Discount Rate	Capitalization Rate
340 Evergreen Avenue	Direct Capitalization Approach	$103,000,000	N/A	4.25%
340 Evergreen Avenue	Sales Comparison Approach	$104,400,000	N/A	N/A
871 Bushwick Avenue	Direct Capitalization Approach	$61,000,000	N/A	5.25%
871 Bushwick Avenue	Sales Comparison Approach	$63,200,000	N/A	N/A
889 Bushwick Avenue	Direct Capitalization Approach	$36,000,000	N/A	4.25%
889 Bushwick Avenue	Sales Comparison Approach	$36,100,000	N/A	N/A

■ Environmental Matters. Based on the Phase I environmental reports, dated July 25, 2019, the environmental consultant did not identify evidence of any recognized environmental conditions or recommendations for further action at the Bushwick Avenue Portfolio Properties other than the implementation of the following at the 871 Bushwick Avenue property: (i) an asbestos operations and maintenance program and (ii) a lead-based paint operations and maintenance program.

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BUSHWICK AVENUE PORTFOLIO

■ Market Overview and Competition. The Bushwick Avenue Portfolio Properties are located in Brooklyn, New York, within the Bushwick neighborhood. Low-rise residential buildings dominate the southern portion of the neighborhood, while further north, land use is more industrial. According to the appraisal, multifamily walkups account for a majority of land use in the area, while one- and two-family buildings and open recreational space account for the second and third largest uses of land use respectively. Bushwick has a high level of connectivity with the broader New York City metropolitan area. The area is served by the L, J and Z subway trains, and the median commuting time to Manhattan is estimated at approximately 40 minutes, according to the appraisal. The Bushwick Avenue Portfolio Properties are less than a six minute walk to the J and M subway trains.

According to the appraisal, the Bushwick apartment submarket contained approximately 36,111 units with a submarket occupancy rate of 97.0% as of the first quarter of 2019. Since 2010, the Bushwick apartment submarket has maintained an occupancy level of at least 95.8%. There are a total of 2,871 units currently under construction. As of the first quarter of 2019, quoted rental rates per unit are equal to $2,330 per month.

According to the appraisal, the North Brooklyn office market contained approximately 14.3 million SF of inventory with a market occupancy rate of 89.2% as of the first quarter of 2019. Since 2010, the North Brooklyn office market has maintained an occupancy level of at least 86.8%. Approximately 2,854,159 SF is currently under construction. As of the first quarter of 2019, quoted rental rates per SF are equal to $41.11. The appraisal concluded a market rent for the 871 Bushwick Avenue property of $30.00 per SF.

Within the zip code of the Bushwick Avenue Portfolio Properties, the estimated 2019 population and average household income are estimated at approximately 88,330 individuals and $72,965, respectively.

The following table presents certain information relating to the primary competition for the Bushwick Avenue Portfolio Properties:

Comparable Multifamily Properties⁽¹⁾

	340 Evergreen Avenue	889 Bushwick Avenue	30 Belvidere Street	785 Dekalb Avenue – The Atrium	24 Starr Street	774 Bushwick Avenue	689-691 Marcy Avenue - Marci	1255 Bushwick Avenue
Occupancy	89.3%	96.3%	98%	97%	97%	97%	98%	93%
Year Built	2019	2018	2018	2015	2016	2015	2016	2017
Number of units	168	54	7	70	24	14	41	32
Unit size (SF):
Studio	421	803	N/A	500	800	N/A	N/A	412
1-BR	520	485	600	650	850	600	725	540
2-BR	762	693	1,100	900	1,000	700	900	797
3-BR	925	1,023	1,200	1,100	1,200	900	N/A	N/A
Rent per month:
Studio	$2,042	$2,750	N/A	$2,100	$2,900	N/A	N/A	$2,000
1-BR	$2,494	$2,588	$2,600	$2,600	$2,650	$2,600	$2,800	$2,400
2-BR	$2,566	$2,931	$4,000	$3,200	$3,300	$2,700	$3,100	$2,900
3-BR	$3,837	$3,807	$4,500	$3,500	$4,200	$3,300	N/A	N/A

(1) Source: Appraisal.

■ The Borrower.    The borrower is Bushwick Realty Holdings LLC, a New York limited liability company. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Bushwick Avenue Portfolio Loan.

The borrower sponsors and the nonrecourse carve-out guarantors for the Bushwick Avenue Portfolio Whole Loan are Joseph Brunner and Toby Mandel. The borrower sponsors have significant real estate experience within the Brooklyn submarket, and collectively own economic interests in over 110 properties. The borrower sponsors developed the Bushwick Avenue Portfolio Properties in three phases and have a total cost basis of approximately $144.8 million.

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BUSHWICK AVENUE PORTFOLIO

■ Escrows.    At origination, the borrower funded (i) a tax reserve in the amount of $437,001 and (iii) an insurance reserve in the amount of approximately $56,977.

On each due date, the borrower is required to fund (i) a tax and insurance reserve in an amount equal to one-twelfth of the property taxes and insurance premiums that the lender reasonably estimates will be payable during the ensuing 12 months and (ii) a capital expenditures reserve in the amount of approximately $3,717 capped at $223,000. Upon commencement of the 421-a tax abatement, the tax reserve will be adjusted to the billed tax amount.

■ Lockbox and Cash Management. The Bushwick Avenue Portfolio Loan documents require a springing lockbox with springing cash management upon the occurrence of a Trigger Event. After the occurrence of a Trigger Event, the borrower is required to establish a lockbox account and the borrower or property manager, as applicable, and is required to direct tenants to pay all rents directly into the lockbox account. Upon the occurrence and during the continuance of a Trigger Event, all funds in the lockbox account are required to be swept daily to a cash management account under the control of the lender.

A “Trigger Event” means each period commencing upon (i) the occurrence and continuance of an event of default under the Bushwick Avenue Portfolio Loan until cured, and (ii) the debt service coverage ratio (as calculated under the loan documents) being less than 1.20x, and concluding when the debt service coverage ratio (as calculated under the loan documents), determined as of the first day of each of two consecutive fiscal quarters, is at least 1.30x.

■ Property Management.   The Bushwick Avenue Portfolio Properties are currently managed by Bruman Realty LLC, an affiliate of the borrower, pursuant to a management agreement. Under the Bushwick Avenue Portfolio Loan documents, the Bushwick Avenue Portfolio Properties are required to be managed by Bruman Realty LLC or any other management company reasonably approved by the lender and with respect to which a Rating Agency Confirmation has been received. The lender has the right to replace, or require the borrower to replace, the property manager with a property manager selected by the borrower (or selected by the lender in the event of an event of default under the Bushwick Avenue Portfolio Loan or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction), subject to the lender’s reasonable approval (i) during the continuance of an event of default under the Bushwick Avenue Portfolio Loan, (ii) during the continuance of a material default by the property manager under the management agreement (after the expiration of any applicable notice and/or cure periods), (iii) if the property manager files or is the subject of a petition in bankruptcy or (iv) if at any time the property manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds.

■ Mezzanine or Secured Subordinate Indebtedness. Not permitted.

■ Release of Collateral. At any time following the expiration of the lockout period, the borrower may obtain the release of the 871 Bushwick Avenue property by defeasing an amount equal to the greatest of (i) 115% of the ALA ($45,597,500), (ii) an amount which would result in the debt service coverage ratio as calculated under the Bushwick Avenue Portfolio Whole Loan documents on the then-remaining properties being greater than or equal to 1.60x after giving effect to such release, (iii) an amount which would result in the loan-to-value ratio as calculated under the Bushwick Avenue Portfolio Whole Loan documents on the then-remaining properties being less than or equal to 65.0% after giving effect to such release, (iv) an amount which would result in the debt yield as calculated under the Bushwick Avenue Portfolio Whole Loan documents on the then-remaining properties being greater than or equal to 7.0% after giving effect to such release or (v) an amount as may be required such that the release will not cause the related securitization trust to fail to qualify as a REMIC after giving effect to such release.

■ Terrorism Insurance. The borrower is required to maintain terrorism insurance in an amount equal to the full replacement cost of the Bushwick Avenue Portfolio Property, as well as 18 months of rental loss and/or business interruption coverage, together with a 180-day extended period of indemnity following restoration. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

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DOREL LAREDO

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DOREL LAREDO

 

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DOREL LAREDO

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		AREF
Location (City/State)	Laredo, Texas	Cut-off Date Principal Balance		$30,500,000
Property Type	Multifamily	Cut-off Date Principal Balance per Unit		$71,933.96
Size (Units)	424	Percentage of Initial Pool Balance		3.5%
Total Occupancy as of 6/7/2019	95.0%	Number of Related Mortgage Loans		None
Owned Occupancy as of 6/7/2019	95.0%	Type of Security		Fee Simple
Year Built / Latest Renovation	2010-2015 / NAP	Mortgage Rate		3.6800%
Appraised Value(1)	$40,900,000	Original Term to Maturity (Months)		120
		Original Amortization Term (Months)		NAP
		Original Interest Only Period (Months)		120
		Escrows(3)
Underwritten Revenues	$4,795,832		Upfront	Monthly
Underwritten Expenses	$2,274,184	Taxes	$615,296	$58,600
Underwritten Net Operating Income (NOI)	$2,521,648	Insurance	$61,306	$13,624
Underwritten Net Cash Flow (NCF)	$2,415,398	Replacement Reserves	$0	$8,854
Cut-off Date LTV Ratio(2)	69.7%	TI/LC	$0	$0
Maturity Date LTV Ratio(2)	69.7%	Deferred Maintenance	$58,610	$0
DSCR Based on Underwritten NOI / NCF	2.22x / 2.12x	Renovation Reserve	$2,004,279	$0
Debt Yield Based on Underwritten NOI / NCF(2)	8.8% / 8.5%	Earnout(2)	$2,000,000	$0

Sources and Uses
Sources	$	%		Uses	$	%
Loan Amount	$30,500,000	70.1	%	Purchase Price	$38,000,000	87.3	%
Principal's New Cash Contribution	13,037,195	29.9		Reserves	4,739,491	10.9
				Origination Costs	797,704	1.8
Total Sources	$43,537,195	100.0	%	Total Uses	$43,537,195	100.0	%

(1) The appraisal concluded to a value of $42,900,000 and $46,300,000 which assumes the Dorel Laredo Property was partially renovated and fully renovated, respectively.

(2) Cut-off Date LTV Ratio, Maturity Date LTV Ratio and Debt Yield Based on Underwritten NOI and NCF are calculated assuming the full loan net of the earnout reserve amount of $2,000,000. The earnout reserve can be disbursed provided that the following conditions are satisfied: (i) a minimum Earnout NOI debt yield of 8.0%, based on outstanding principal; and (ii) no event of default or Dorel Laredo Cash Management Period has occurred or is continuing. If the earnout has not been released on or before October 6, 2021, the lender has the obligation to apply the unreleased proceeds to pay down the loan, accompanied by the applicable yield maintenance premium to be paid by the borrower. Assuming the earnout reserve amount of $2,000,000 is not applied to the full loan amount of $30,500,000, Cut-off Date LTV Ratio, Maturity Date LTV Ratio, and Debt Yield Based on Underwritten NOI and NCF are 74.6%, 74.6%, 8.3% and 7.9%, respectively.

(3) See “—Escrows” below.

■ The Mortgage Loan. The mortgage loan (the “Dorel Laredo Loan”) is evidenced by a note in the original principal amount of $30,500,000 and is secured by a first mortgage encumbering the borrower’s fee simple interest in a multifamily property located in Laredo, Texas (the “Dorel Laredo Property”). The Dorel Laredo Loan was originated by AREF on September 20, 2019 and represents approximately 3.5% of the Initial Pool Balance. The note evidencing the Dorel Laredo Loan has an outstanding principal balance as of the Cut-off Date of $30,500,000 and an interest rate of 3.6800% per annum. The borrower utilized the proceeds of the Dorel Laredo Loan to acquire the Dorel Laredo Property, fund reserves and pay origination costs.

The Dorel Laredo Loan had an initial term of 120 months and has a remaining term of 119 months as of the Cut-off Date. The Dorel Laredo Loan requires interest only payments on each due date through the scheduled maturity date, which is the due date in October 2029. Voluntary prepayment of the Dorel Laredo Loan is permitted on or after the due date in July 2029 without payment of any prepayment premium. Provided that no event of default under the related loan documents is continuing, defeasance with direct, non-callable obligations of the United States of America is permitted at any time on or after the first due date following the second anniversary of the securitization Closing Date.

■ The Mortgaged Property. The Dorel Laredo Property is a 23-building, 424 unit garden apartment community with a retail building located at 302 Bob Bullock Loop, Laredo, Texas. The Dorel Laredo Property is located at the intersection of Highway 359 and Loop 20. Highway 359 connects eastern Laredo into the Central Business District and the international bridges into Mexico. Loop 20, the primary loop of Laredo, is a primary retail corridor of Laredo. The improvements were completed in 2010-2015 and are situated on a 23.07-acre site. The 23 buildings consist of 20, three-story residential buildings, a one-story clubhouse, a one-story activity center and a one-story retail building. Amenities at the Dorel Laredo Property include three pools, two fitness facilities, a basketball court, two playgrounds, seven picnic areas, a jogging trail, a business center and a clubroom. The Dorel Laredo Property features 632 total open surface parking spaces at 1.49 space per 1,000 SF of net rentable area.

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DOREL LAREDO

Unit mix at the Dorel Laredo Property consists of 162 one-bedroom, 236 two-bedroom, and 26 three-bedroom units. As of June 7, 2019, the Dorel Laredo Property was 95.0% occupied. The Dorel Laredo Property’s retail space is occupied by a childcare facility totaling 3,200 SF.

The borrower plans to implement approximately $2,004,279 ($4,727 per unit) in capital expenditures at the Dorel Laredo Property, including approximately $554,000 in exterior renovations and $1,268,072 in unit interior renovations. Interior renovations to the units will include granite countertops, new appliances, flooring, paint, bathroom resurface, kitchen backsplash, make ready, baseboards, cabinets, water-saving technology and other minor renovations. At origination of the Dorel Laredo Loan, approximately $2,004,279 was escrowed for the aforementioned capital expenditures. See “—Escrows” below.

The following table presents certain information relating to the units and rent at the Dorel Laredo Property:

Unit Mix⁽¹⁾

Unit Type	# of Units	# of Occupied Units	# of Vacant Units	Average SF per Unit	NRA (SF)	Average In-Place Rent Per Month Per Unit(2)	Average In-Place Rent Per Month Per SF(2)
One Bedroom	162	154	8	653	105,858	$781	$1.20
Two Bedroom	236	226	10	957	225,852	$906	$0.95
Three Bedroom	26	23	3	1,175	30,558	$1,231	$1.05
Total / Wtd. Avg.	424	403	21	854	362,268	$877	$1.03

(1) Based on the underwritten rent roll dated June 7, 2019 for the residential units.

(2) Calculated based on occupied units or square footage as per underwritten rent roll dated June 7, 2019, excluding retail space.

The following table presents certain information relating to historical occupancy at the Dorel Laredo Property:

Historical Leased %⁽¹⁾

2016	2017	2018	As of 6/7/2019(2)
79.5%	85.4%	90.5%	95.0%

(1) As provided by the borrower and reflects average occupancy for the indicated year ended December 31 unless otherwise specified.

(2) Based on the underwritten rent roll dated June 7, 2019 for the residential units.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Dorel Laredo Property:

Cash Flow Analysis⁽¹⁾

	2017		2018		TTM 7/31/2019		Underwritten(2)		Underwritten $ per Unit
Potential Rent Revenue	$4,366,742		$4,479,741		$4,537,527		$4,537,527		$10,702
Retail Rent(3)	36,450		36,997		37,320		37,320		88
Vacancy, Credit Loss and Concessions(4)	(904,337	)	(608,793	)	(613,532	)	(613,532	)	(1,447	)
Total Rent	$3,498,855		$3,907,945		$3,961,315		$3,961,315		$9,343
Other Revenue(5)	$680,677		$797,088		$834,518		$834,518		$1,968
Effective Gross Income	$4,179,531		$4,705,033		$4,795,832		$4,795,832		$11,311
Total Operating Expenses	$2,227,992		$2,205,499		$2,261,387		$2,274,184		$5,364
Net Operating Income	$1,951,540		$2,499,534		$2,534,446		$2,521,648		$5,947
Replacement Reserves	0		0		106,250		106,250		251
Net Cash Flow	$1,951,540		$2,499,534		$2,428,196		$2,415,398		$5,697

(1) Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Underwritten cash flow based on contractual rents as of June 7, 2019.

(3) Retail Rent represents rents from an on-site childcare facility.

(4) Underwritten to 15.5% of Total Rent. The Dorel Laredo Property has a physical occupancy of 95.0% as of June 7, 2019.

(5) Other revenue includes reimbursement revenue, deposits, application fees, month to month premiums, pet fees, accelerated rent fees, and other miscellaneous fees and income.

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DOREL LAREDO

■ Appraisal. According to the appraisal, the Dorel Laredo Property had an “as-is” appraised value of $40,900,000 as of August 14, 2019.

Appraisal Approach	Value	Discount Rate	Capitalization Rate
Direct Capitalization Approach	$40,900,000	N/A	6.25%
Discounted Cash Flow Approach	NAP	NAP	NAP

■ Environmental Matters. According to a Phase I environmental report dated August 26, 2019, there are no recognized environmental conditions or recommendations for further action at the Dorel Laredo Property.

■ Market Overview and Competition. The Dorel Laredo Property is located in the eastern portion of the city of Laredo in Webb County, Texas. The neighborhood is primarily influenced by its proximity to the Texas/Mexico border. Laredo’s economy is based on international trade with Mexico. It is the largest inland port in the United States. Most major transportation companies have a facility in Laredo. Laredo's location along the southern terminus of Interstate Highway 35, close to the maquiladora manufacturing or export assembly plants in northern Mexico, promotes its vital role in trade between the United States and Mexico.

Top employers in Laredo, Texas include Wal-Mart Stores, Inc. (2,125 employees), H-E-B (1,900), McDonald’s (1,520), Laredo Medical Center (1,450), and Texas A&M International University (1,392). The Dorel Laredo Property is located approximately 4.0 miles from the Laredo Medical Center and 6.2 miles from Texas A&M International University. The Dorel Laredo Property is also approximately 3.9 miles from the Laredo International Airport. Other demand drivers in the area include the Ponderosa Industrial Park, the newly built United ISD Student Activity Center and Gonzalez Middle School. Ponderosa Commercial, a Wal-Mart Supercenter anchored shopping center is located approximately 1.5 miles from Ponderosa Industrial Park.

According to the appraisal, the 2019 estimated population within a one-, three- and five-mile radius of the Dorel Laredo Property was 12,397, 91,868, and 190,604, respectively; while the 2019 estimated average household income within the same radius was $54,836, $48,036, and $47,625, respectively. Land uses within the neighborhood are primarily residential and commercial.

According to a third party research report, the Dorel Laredo Property is located in the Laredo multifamily market which has an overall vacancy rate of 5.6% and average rental rate of $905.44 per unit per month as of the second quarter of 2019. The vacancy rate decreased over the previous quarter, with net absorption totaling 9 units in the second quarter of 2019. Rental rates increased $3.95 per unit per month over the previous quarter. No new units were delivered in the quarter and no new supply is expected in the market. The appraiser concluded to an average rent of $1.12 per SF per month (excluding SF attributed to retail space) for the Dorel Laredo Property post renovation. The average rent in place based on the June 7, 2019 rent roll is $1.03 per SF per month.

The following table presents certain information relating to the primary competition for the Dorel Laredo Property:

Competitive Set⁽¹⁾

	Dorel Laredo(2)	Carmel	Cienega-Linda	Shiloh Crossing	Cibolo Crossing	La Contessa
No. of Units	424	385	252	156	236	270
Year Built	2010-2015	2005	2005	2012	2015	2015
Avg. Unit Size SF	854	920	938	836	1,006	965
Avg. Rent	$877	$1,059	$1,036	$981	$1,141	$1,128
Rent per SF	$1.03	$1.17	$1.12	$1.19	$1.14	$1.18
Occupancy	95.0%	91%	97%	95%	97%	91%

(1) Source: Appraisal.

(2) As provided by the borrower per the underwritten rent roll dated June 7, 2019 for the residential units.

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DOREL LAREDO

■ The Borrower. The borrower is Laredo Apartments I, LLC, a Delaware limited liability company and a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Dorel Laredo Loan. The non-recourse carveout guarantor under the Dorel Laredo Loan is Swapnil Agarwal. Swapnil Agarwal is the founder and principal of Nitya Capital where he is responsible for strategic planning, investment decisions, and overseeing all aspects of the company’s operations, financing activities, and investor relations. Nitya Capital is a privately held real estate investment firm that focuses on the acquisition and management of multifamily properties. Since inception, Nitya Capital has acquired over 16,700 units and more than 400,000 SF of commercial office throughout Texas and currently has approximately $2.0 billion of assets under management.

■ Escrows. On the origination date, the borrowers funded (i) a tax and insurance reserve in an amount equal to $615,296 with respect to taxes and $61,306 with respect to insurance, (ii) a required repairs reserve in an amount equal to $58,610, (iii) a reserve in an amount equal to $2,004,279 for planned capital expenditures (“Renovation Reserve”), and (iv) an earnout reserve in the amount equal to $2,000,000.

On each due date, the borrower is required to fund (i) a tax and insurance reserve in an amount equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay taxes and insurance premiums over the then succeeding 12-month period, and (ii) a replacement reserve in the amount of approximately $8,854.

Under the Dorel Laredo Loan documents, the borrower is required to complete at least $1,018,960 of renovation consisting of $464,960 of the interior renovations and $554,000 of the exterior renovations by October 6, 2020. If any of the Renovation Reserve has not been released on or before October 6, 2022, the lender has the obligation to apply the unreleased proceeds to pay down the loan, accompanied by the applicable yield maintenance premium to be paid by the borrower. At any time and from time to time during the completion of the capital expenditure, the lender has the right (but not the obligation) to notify the borrower that, in the lender’s determination, the cost of completing all portions of the work contemplated in the capital expenditure budget that remain unpaid at the time in question exceeds the aggregate balance of undisbursed funds in the Renovation Reserve (the “Renovation Work Budget Shortfall”). If the lender at any time so notifies the borrower, the borrower is required to, within ten days after lender’s notification, deposit with the lender an amount equal to the Renovation Work Budget Shortfall, which will be deposited into the Renovation Reserve.

Under the Dorel Laredo Loan documents, the earnout reserve can be disbursed in whole (and not in part) provided that the following conditions are satisfied: (i) a minimum Earnout NOI debt yield of 8.0%, based on a loan amount equal to $30,500,000; and (ii) no Dorel Laredo Cash Management Period has occurred or is continuing. If the earnout reserve has not been released on or before October 6, 2021, the lender is required to apply the unreleased proceeds to pay down the loan, accompanied by the applicable yield maintenance premium to be paid by the borrower.

“Earnout NOI” means for any period, the underwritten net cash flow of the Dorel Laredo Property for such period determined by the lender in good faith in accordance with the lender’s then-current underwriting standards for loans of this type and the then-current underwriting standards of the rating agencies (including adjustments for market vacancy, bankrupt tenants, leasing costs and capital items).

Additionally, on each due date during the continuance of a Dorel Laredo Cash Management Period, all excess cash flow after payment of debt service, operating expenses and other reserves will be held in an excess cash flow reserve as discussed under “—Lockbox and Cash Management” below.

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DOREL LAREDO

A “Dorel Laredo Cash Management Period” means the period beginning upon occurrence of any of the following: (i) the stated maturity date under the loan documents; (ii) a “default” or “event of default” under the Dorel Laredo Loan documents (until no “default” or “event of default” is then continuing); (iii) the debt service coverage ratio (as calculated under the related loan documents) being less than 1.55x (on an interest-only basis) (until the debt service coverage ratio is 1.60x (on an interest-only basis) for two consecutive fiscal quarters); (iv) commencing on the payment date in October 2024, if as of any calculation date, the Dorel Laredo Property fails to maintain a debt yield of at least 8.50% (until the Dorel Laredo Property has achieved a debt yield of at least 8.50% for two consecutive calculation dates); and (v) commencing on the payment date in October, 2027, if as of any calculation date, the Dorel Laredo Property fails to maintain a debt yield of at least 8.75% (until the Dorel Laredo Property has achieved a debt yield of at least 8.75% for two consecutive calculation dates).

■ Lockbox and Cash Management. The Dorel Laredo Loan is structured with a soft lockbox and springing cash management. The related loan documents require that the borrower cause all cash revenues relating to the Dorel Laredo Property to be deposited in the lockbox account or a lender controlled cash management account by the end of the one business day following receipt. Absent an ongoing Dorel Laredo Cash Management Period under the Dorel Laredo Loan, all funds in the lockbox account are required to be swept daily into a borrower operating account. During the continuance of a Dorel Laredo Cash Management Period under the Dorel Laredo Loan all funds in the lockbox account are required to be swept daily into the cash management account. On each due date during a continuing Dorel Laredo Cash Management Period, the related loan documents require that all amounts on deposit in the cash management account in excess of the monthly debt service payment, required reserves and operating expenses be reserved in an excess cash flow reserve account. If no Dorel Laredo Cash Management Period is continuing, all amounts remaining in the cash management account after payment of debt service, budgeted operating expenses, and required reserves, will be transferred to the borrower’s operating account. During the continuance of an event of default, funds on deposit in the cash management account may be applied by the lender in such order and priority as it determines in its sole discretion.

■ Property Management. The Dorel Laredo Property is managed by Karya Property Management, LLC, a Texas limited liability company and an affiliate of the borrower, pursuant to a management agreement. Under the related loan documents, the Dorel Laredo Property is required to remain managed by Karya Property Management, LLC, or any other management company approved by the lender and with respect to which a rating agency confirmation has been received. The lender has the right to replace, or require the borrower to replace, the property manager with a property manager selected by the lender if (i) an “event of default” under the Dorel Laredo Loan documents is continuing, (ii) the property manager is in default under the management agreement, (iii) the property manager becomes a debtor in any bankruptcy or insolvency proceeding or (iv) upon the gross negligence, malfeasance or willful misconduct of the property manager.

■ Mezzanine or Secured Subordinate Indebtedness. Not permitted.

■ Release of Collateral. Not permitted.

■ Terrorism Insurance. The borrower is required to maintain terrorism insurance in an amount equal to the full replacement cost of the Dorel Laredo Property, as well as 18 months of rental loss and/or business interruption coverage, together with a six month extended period of indemnity following restoration.   See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

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QUEBEC SQUARE AT STAPLETON

 

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QUEBEC SQUARE AT STAPLETON

 

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QUEBEC SQUARE AT STAPLETON

Mortgaged Property Information		Mortgage Loan Information
Number of Mortgaged Properties	1	Loan Seller		GSMC
Location (City/State)	Denver, Colorado	Cut-off Date Principal Balance		$28,000,000
Property Type	Retail	Cut-off Date Principal Balance per SF		$134.87
Size (SF)	207,611	Percentage of Initial Pool Balance		3.2%
Total Occupancy as of 8/1/2019	92.1%	Number of Related Mortgage Loans		None
Owned Occupancy as of 8/1/2019	92.1%	Type of Security		Fee Simple
Year Built / Latest Renovation	2002 / NAP	Mortgage Rate		3.5200%
Appraised Value	$46,500,000	Original Term to Maturity (Months)		84
		Original Amortization Term (Months)		360
		Original Interest Only Period (Months)		60
Underwritten Revenues	$6,040,220
Underwritten Expenses	$2,681,896	Escrows(1)
Underwritten Net Operating Income (NOI)	$3,358,325		Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$3,166,039	Taxes	$657,812	$131,562
Cut-off Date LTV Ratio	60.2%	Insurance	$16,932	$8,466
Maturity Date LTV Ratio	57.9%	Replacement Reserves	$0	$4,671
DSCR Based on Underwritten NOI / NCF	2.22x / 2.09x	TI/LC	$32,331	$0
Debt Yield Based on Underwritten NOI / NCF	12.0% / 11.3%	Other(2)	$38,665	$0

Sources and Uses
Sources	$	%	Uses	$	%
Loan Amount	$28,000,000	64.7%	Purchase Price	$42,250,000	97.6%
Principal's New Cash Contribution	15,276,556	35.3	Reserves	745,740	1.7
			Origination Costs	280,817	0.6
Total Sources	$43,276,556	100.0%	Total Uses	$43,276,556	100.0%

(1) See “— Escrows” below.

(2) Other upfront reserves represent deferred maintenance of $38,665.

■ The Mortgage Loan. The mortgage loan (the “Quebec Square at Stapleton Loan”) is evidenced by a note in the original principal amount of $28,000,000 and is secured by a deed of trust encumbering the borrower’s fee simple interest in an anchored retail property located in Denver, Colorado (the “Quebec Square at Stapleton Property”). The Quebec Square at Stapleton Loan was originated by Goldman Sachs Bank USA on September 25, 2019, and represents approximately 3.2% of the Initial Pool Balance. The note evidencing the Quebec Square at Stapleton Loan has an outstanding principal balance as of the Cut-off Date of $28,000,000 and an interest rate of 3.5200% per annum. The borrower utilized the proceeds of the Quebec Square at Stapleton Loan to acquire the Quebec Square at Stapleton Property and pay origination costs.

The Quebec Square at Stapleton Loan had an initial term of 84 months and has a remaining term of 83 months as of the Cut-off Date. The Quebec Square at Stapleton Loan requires interest-only payments for the first 60 months of the term and principal and interest payments based on a 30-year amortization schedule thereafter. The scheduled maturity date of the Quebec Square at Stapleton Loan is the due date in October 2026. Voluntary prepayment of the Quebec Square at Stapleton Loan is prohibited prior to the due date in July 2026. At any time after the second anniversary of the securitization Closing Date, the Quebec Square at Stapleton Loan may be defeased in whole (but not in part) with direct, non-callable obligations of the United States of America.

■ The Mortgaged Property. The Quebec Square at Stapleton Property is a 207,611 SF anchored retail property located in Denver, Colorado. The Quebec Square at Stapleton Property was built in 2002. The Quebec Square at Stapleton Property was 92.1% occupied as of August 1, 2019 by 41 tenants (including one unowned outparcel tenant). The Quebec Square at Stapleton Property is anchored by a Ross Dress for Less. The Quebec Square at Stapleton Property is shadow anchored by a Walmart Supercenter, Sam’s Club and Home Depot. The Quebec Square at Stapleton Property is located along a retail corridor on 36th Avenue and Quebec Street.

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QUEBEC SQUARE AT STAPLETON

The following table presents certain information relating to the anchor tenants (of which, certain tenants may have co-tenancy provisions) at the Quebec Square at Stapleton Property:

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA	% of Total GLA	Mortgage Loan Collateral Interest	UW Base Rent	Total Base $ per SF	Owned Anchor Tenant Lease Expiration	Tenant Sales $ per SF	Occupancy Cost	Renewal / Extension Options
Anchor
Ross Dress For Less	NR / A2 / A-	30,187	14.5%	Yes	$347,151	$11.50	1/31/2024	N/A	N/A	2, 5-year options
Total Anchor		30,187	14.5%
Junior Anchors
Office Depot	NR / Ba3 / B	19,967	9.6%	Yes	$264,564	$13.25	11/30/2022	N/A	N/A	3, 5-year options
PetSmart	NR / B3 / B-	17,928	8.6	Yes	$318,222	$17.75	1/31/2024	N/A	N/A	4, 5-year options
Big 5	NR / NR / NR	14,109	6.8	Yes	$302,640	$21.45	1/31/2023	N/A	N/A	1, 5-year option
Famous Footwear	NR / NR / NR	11,169	5.4	Yes	$196,574	$17.60	10/31/2022	$150.78	11.7%	1, 5-year option
Party City	NR / NR / NR	10,010	4.8	Yes	$140,140	$14.00	1/31/2024	N/A	N/A	1, 5-year option
Total Junior Anchors		73,183	35.3%
Occupied In-line(2)		87,767	42.3%	Yes	$2,427,019	$27.65
Occupied Outparcel(3)		1	0.0	No	$0	$0.00
Vacant Owned Spaces		16,474	7.9	Yes	$444,798	$27.00
Total Owned SF		207,611	100.00%

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2) Includes 36 tenants, representing 42.3% of the total rentable area.

(3) Occupied outparcel includes one tenant that is not part of the collateral.

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the Quebec Square at Stapleton Property:

Ten Largest Tenants Based on Underwritten Base Rent⁽¹⁾

Tenant Name	Credit Rating (Fitch/MIS/S&P)(2)	Tenant GLA	% of GLA	UW Base Rent(2)	% of Total UW Base Rent	UW Base Rent $ per SF	Tenant Sales $ per SF	Occupancy Cost	Lease Expiration	Renewal / Extension Options
Ross Dress For Less	NR / A2 / A-	30,187	14.5%	347,151	8.7%	$11.50	N/A	N/A	1/31/2024	2, 5-year options
PetSmart	NR / B3 / B-	17,928	8.6	318,222	8.0	17.75	N/A	N/A	1/31/2024	4, 5-year options
Big 5	NR / NR / NR	14,109	6.8	302,640	7.6	21.45	N/A	N/A	1/31/2023	1, 5-year option
Office Depot	NR / Ba3 / B	19,967	9.6	264,564	6.6	13.25	N/A	N/A	11/30/2022	3, 5-year options
Famous Footwear	NR / NR / NR	11,169	5.4	196,574	4.9	17.60	$150.78	11.7%	10/31/2022	1, 5-year option
Fresenius Medical Care	NR / NR / NR	7,816	3.8	193,602	4.8	24.77	N/A	N/A	7/31/2025	1, 5-year option
Moneytree	NR / NR / NR	4,620	2.2	165,535	4.1	35.83	N/A	N/A	12/31/2023	1, 5-year option
Panera Bread	NR / NR / NR	5,000	2.4	150,000	3.8	30.00	N/A	N/A	7/31/2023	2, 5-year options
Party City	NR / NR / NR	10,010	4.8	140,140	3.5	14.00	N/A	N/A	1/31/2024	1, 5-year option
Buffalo Wild Wings	NR / NR / NR	7,540	3.6	134,465	3.4	17.83	$677.82	2.6%	10/31/2021(3)	3, 5-year options
Ten Largest Tenants		128,346	61.8%	$2,212,893	55.4%	$17.24
Remaining Tenants		62,791	30.2	1,783,417	44.6	28.40
Vacant Spaces (Owned Spaces)		16,474	7.9	0	0.0	0.00
Totals / Wtd. Avg.		207,611	100.0%	$3,996,310	100.0%	$20.91

(1) Based on the underwritten rent roll dated August 1, 2019.

(2) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(3) Buffalo Wild Wings has 1,719 SF of storage space scheduled to expire on October 1, 2021 and 5,821 SF of restaurant space expiring on October 31, 2021.

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QUEBEC SQUARE AT STAPLETON

The following table presents certain information relating to the lease rollover schedule at the Quebec Square at Stapleton Property based on initial lease expiration dates:

Lease Expiration Schedule

Year Ending December 31,	Expiring Owned GLA	% of Owned GLA	Cumulative % of Owned GLA	UW Base Rent	% of Total UW Base Rent	UW Base Rent $ per SF	# of Expiring Leases
MTM(1)	2,919	1.4%	1.4%	$30,000	0.8%	$10.28	1
2019	0	0.0	1.4%	0	0.0	0.00	0
2020	3,368	1.6	3.0%	95,862	2.4	28.46	2
2021	12,244	5.9	8.9%	245,814	6.2	20.08	6
2022	48,531	23.4	32.3%	953,750	23.9	19.65	8
2023	35,830	17.3	49.6%	988,885	24.7	27.60	9
2024	64,308	31.0	80.5%	975,986	24.4	15.18	6
2025	10,316	5.0	85.5%	275,227	6.9	26.68	2
2026	5,282	2.5	88.0%	159,479	4.0	30.19	3
2027	1,500	0.7	88.8%	47,534	1.2	31.69	1
2028	6,839	3.3	92.1%	223,773	5.6	32.72	3
2029 & Thereafter	0	0.0	92.1%	0	0.0	0.00	0
Vacant	16,474	7.9	100.0%	0	0.0	0.00	0
Total / Wtd. Avg.	207,611	100.0%		$3,996,310	100.0%	$20.91	41

(1) Calculated based on approximate square footage occupied by the sole tenant.

The following table presents certain information relating to historical occupancy at the Quebec Square at Stapleton Property:

Historical Leased %⁽¹⁾

2016	2017	2018	As of 8/1/2019
93.4%	92.7%	95.8%	92.1%

(1) As provided by the borrower and reflects average occupancy for the indicated year ended December 31 unless specified otherwise.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Quebec Square at Stapleton Property:

Cash Flow Analysis⁽¹⁾

	2016	2017	2018	TTM 6/30/2019	Underwritten(2)	Underwritten $ per SF
Base Rent	$3,849,275	$3,792,366	$3,940,878	$4,042,566	$3,996,310	$19.25
Overage / Percentage Rent	0	0	21,613	18,857	18,857	0.09
Total Reimbursement Revenue	1,706,674	1,749,019	1,620,583	1,743,501	2,004,320	9.65
Market Revenue from Vacant Units	0	0	0	0	641,714	3.09
Other Revenue	7,003	19,297	21,034	24,363	20,733	0.10
Gross Revenue	$5,562,953	$5,560,682	$5,604,109	$5,829,288	$6,681,935	$32.18
Vacancy & Credit Loss	0	0	0	(71,417)	(641,714)	(3.09)
Effective Gross Income	$5,562,953	$5,560,682	$5,604,109	$5,757,870	$6,040,220	$29.09
Total Operating Expenses(3)	$2,074,558	$2,153,153	$2,045,411	$2,188,986	$2,681,896	$12.92
Net Operating Income	$3,488,395	$3,407,530	$3,558,697	$3,568,884	$3,358,325	$16.18
TI/LC	0	0	0	0	136,231	0.66
Capital Expenditures	0	0	0	0	56,055	0.27
Net Cash Flow	$3,488,395	$3,407,530	$3,558,697	$3,568,884	$3,166,039	$15.25

(1) Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Underwritten cash flow based on in-place rental revenue with rent steps through October 31, 2020.

(3) The increase in operating expenses was due to real estate taxes.

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QUEBEC SQUARE AT STAPLETON

■ Appraisal. According to the appraisal, the Quebec Square at Stapleton Property had an “as-is” appraised value of $46,500,000 as of July 30, 2019.

Appraisal Approach	Value	Discount Rate	Capitalization Rate
Direct Capitalization Approach	$45,700,000	N/A	7.25%
Discounted Cash Flow Approach	$46,300,000	8.25%	7.75%(1)

(1) Represents the terminal capitalization rate.

■ Environmental Matters. The Phase I environmental report, dated July 12, 2019, indicated that a dry cleaner which utilized the chlorinated solvent tetrachloroethylene (PCE) was historically on-site and a subsurface investigation identified PCE in soil vapor above residential standards and as such, the former drycleaner is considered a REC. However, the soil vapor concentrations were below commercial standards. As the Quebec Square at Stapleton Property is used for commercial use only, no further investigation was recommended. Additionally, the Quebec Square at Stapleton Property was historically located on a portion of the former Stapleton International Airport, which was decommissioned in 1995. Former soil contamination (gasoline, diesel fuel, and glycol-based deicing products) were characterized and remediated in 2001 according to state and local regulatory standards (to unrestricted residential use) and No Further Action letters were issued by the Colorado Department of Labor and Employment - Oil Inspection Section and the Colorado Department of Public Health and Environment and no further investigation is recommended at this time.

GS Bank commissioned a probable worst cost estimate to remediate the REC, which suggested a range of $440,000 to $1.31 million with a 90th percentile degree of confidence. The borrower sponsor has specific language in its fund documents that caps its liability at 75% on any loan. The Quebec Square at Stapleton Loan is subject to an environmental carve-out cap of 115% of the loan amount ($32.2 million). GS has taken out a $2.5 million environmental insurance policy to cover the difference between this amount, and 75% of the borrower sponsor’s cost basis ($31.68 million). This environmental insurance policy ensures that if there is an issue in the future surrounding the REC or any other environmental issues, the lender will be fully covered as the policy covers the carve-out cap (115% of the loan amount).

■ Market Overview and Competition. According to the appraisal, the Quebec Square at Stapleton Property is a lifestyle center property in the Denver-Aurora-Lakewood, Core Base Statistical Area (the “Denver CBSA”). As of May 2019, employment growth in the area measured 1.2% year-over-year, adding 17,900 jobs. As of year-end 2018, the total population of the Denver CBSA was 2,884,799, making it the 19^th largest metro area in the United States, and the average household income of the Denver CBSA was $100,929.

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QUEBEC SQUARE AT STAPLETON

The following table presents certain information relating to the primary competition for the Quebec Square at Stapleton Property:

Competitive Set⁽¹⁾

	Quebec Square at Stapleton	The Shops at Stapleton	Shops at Northfield	29th Avenue Town Center	Eastridge North Shops	Montbello Plaza	Square One Center
Property Type	Retail	Retail	Retail	Retail	Retail	Retail	Retail
Year Built	2002	2007	2005	2003	2017	2001	1994/2004
Total GLA	750,307	28,091	1,108,211	170,528	88,875	89,488	356,898
Total Occupancy	93.0%	100.0%	91.0%	97.0%	100.0%	94.0%	99.0%
Rent	$11.50 - $37.23	NAV	$26.00 - $39.00	$29.00 - $30.00	NAV	$19.00 - $29.00	$39.00 - $48.00
Anchor Tenants	Wal-Mart	Un-Anchored	Bass Pro Shops	Safeway	King Soopers	Un-Anchored	Target
	Sam's Club		Macy's				24-Hour Fitness
	Home Depot		Old Navy				Bed, Bath & Beyond
	Goodwill Industries		Target				Petsmart
	Ross Dress for Less
	Office Depot
	Famous Footwear
	Petsmart
	Party City

(1) Source: Appraisal.

■ The Borrower. The borrower is ALTO Quebec Square, LP, a Delaware limited partnership. The non-recourse carveout guarantor and borrower sponsor under the Quebec Square at Stapleton Loan is ALTO Fund III Holding, LP.

ALTO Real Estate Funds (“ALTO”) was established in 2010. ALTO has invested in 62 properties, with a value of $1.2 billion and representing approximately 12 million square feet.

■ Escrows. On the origination date, the borrower reserved $38,665 which represents 110% of certain estimated repairs which must be completed within one year of origination and $32,331 in the rollover reserve in relation to an unpaid tenant improvement allowance and gap rent owed to two (2) separate tenants. On each due date, the borrower is required to fund (i) a tax and insurance reserve in an amount equal to one-twelfth of the property taxes and insurance premiums that the lender reasonably estimates will be payable during the next ensuing 12 months (unless (a) in the case of taxes, the borrower has provided evidence such taxes have been paid by the applicable tenant directly to the taxing authority or if paid on a quarterly, semi-annual or annual basis to the borrower by one or more tenants upon the delivery of an invoice and no event of default is continuing and (b) in the case of insurance premiums, if paid on a quarterly, semi-annual or annual basis to the borrower by one or more tenants upon the delivery of an invoice or if insurance is provided under an acceptable blanket policy), (ii) a replacement and repairs reserve in an amount equal to 1/12th of $0.27 per square foot of rentable square feet which initially equates to $4,671, capped at $168,000, (iii) a rollover reserve if the net operating income is less than 90% of the amount of the net operating income at origination (as reduced by amounts attributable to any parcel that may have been released) in an amount equal to 1/12th of $0.75 per square foot of rentable square feet which initially equates to $12,976, capped at $465,000 (excluding any amount attributable to the initial $32,331 deposit), (iv) during a Wal-Mart Trigger Event or Multiple Shadow Anchor Trigger Event, all cash flow in excess of the monthly payment amount, operating and capital expenses and other reserves will be reserved, provided, in relation to a Wal-Mart Trigger Event, such cash flow will be reserved in an amount up to the Wal-Mart Trigger Reserve Amount (or until borrower has posted a letter of credit or cash that in the aggregate equates to such amount) (the “Shadow Anchor Reserve”) and (v) during a DSCR Trigger Event, all cash flow in excess of the monthly payment amount, operating expenses and other reserves will be reserved.

A-3-99

QUEBEC SQUARE AT STAPLETON

A “Quebec Square at Stapleton Lockbox Event Period” means any period (a) during an event of default under the loan documents until cured, (b) the occurrence of certain bankruptcy or insolvency events with respect to the borrower or manager if the manager is a borrower affiliate unless such manager is replaced within 60 days until, solely in the case of the manager, the related bankruptcy or insolvency events are dismissed within 120 days without adverse consequences to the Quebec Square at Stapleton Loan or the Quebec Square at Stapleton Property, (c) the debt service coverage ratio as calculated under the loan documents as of the end of any quarter is less than 1.30x (or the Multi-Anchor DSCR Test is not met in the case of a Multiple Shadow Anchor Trigger Event) (the "DSCR Trigger Event") until the debt service coverage ratio is at least 1.30x (or the Multi-Anchor DSCR Test is met, as applicable) for two consecutive fiscal quarters, (d) a Wal-Mart Trigger Event is continuing until cured or the Wal-Mart Trigger Reserve Amount has been deposited in the related reserve (or the borrower has posted a letter of credit or cash in an amount, when combined with any other amounts on deposit in the related reserve, is equal to the Wal-Mart Trigger Reserve Amount) or (e) a Multiple Shadow Anchor Trigger Event occurs until (1) no Wal-Mart Trigger Event is continuing and a Non-Critical Shadow Anchor has entered a lease, taken occupancy and is open for business in one or more of the applicable spaces and such events satisfy any co-tenancy requirements set forth in other leases at the Quebec Square at Stapleton Property or (2) 12 months following the occurrence of the Multiple Shadow Anchor Trigger Event, the debt service coverage ratio calculated under the loan documents satisfies the Multi-Anchor DSCR Test.

A “Multi-Anchor DSCR Test” means the debt service coverage ratio calculated under the loan documents is at least 1.85 (net of any operating income payable by other tenants at the Quebec Square at Stapleton Property which have co-tenancy rights to terminate their leases related to the leased premises currently occupied by Wal-Mart and a Non-Critical Shadow Anchor that has caused a Multiple Shadow Anchor Trigger Event and which co-tenancy may be triggered based on the current occupancy of such leased premises).

A "Multiple Shadow Anchor Trigger Event" means (i) a Wal-Mart Trigger Event has occurred and (ii) at least one of Sam's Wholesale, Home Depot or any national or regional tenant which takes occupancy of their space (a “Non-Critical Shadow Anchor”) is no longer in occupancy and open for business in all or a portion of its space and such event triggers any co-tenancy rights set forth in other leases at the Quebec Square at Stapleton Property.

A “Wal-Mart Anchor” means Wal-Mart or any replacement tenant which meets the co-tenancy requirements applicable to Wal-Mart lease or the Wal-Mart space.

A "Wal-Mart Trigger Event" means Wal-Mart Anchor is no longer in occupancy and open for business and such event triggers any co-tenancy rights set forth in other leases at the Quebec Square at Stapleton Property applicable to Wal-Mart until (i) Wal-Mart Anchor has entered a lease, taken occupancy and is open for business and such event satisfies any such co-tenancy requirements or (ii) the expiration of any such abatement or termination rights related to such Wal-Mart Trigger Event.

A “Wal-Mart Trigger Reserve Amount” means an amount equal to one year of total rent and reimbursements which would be paid by any tenants at the Quebec Square at Stapleton Property if no Wal-Mart Trigger Event had occurred as a result of a co-tenancy or similar lease trigger resulting specifically from the Wal-Mart Trigger Event.

■ Lockbox and Cash Management. The Quebec Square at Stapleton Loan is structured with a springing lockbox and cash management. The borrower under the Quebec Square at Stapleton Loan is required to establish a hard lockbox upon the occurrence of a Quebec Square at Stapleton Lockbox Event Period. The borrower delivered tenant direction letters to the lender, and the lender will deliver such notices to the applicable tenants upon the occurrence of a Quebec Square at Stapleton Lockbox Event Period. In addition, after the occurrence of the initial Quebec Square at Stapleton Lockbox Event Period, the borrower is required to deposit (and cause the property manager to deposit) all rents received relating to the Quebec Square at Stapleton Property into the lender-controlled lockbox account within two business days of receipt. On each business day all amounts in the lockbox are required to be remitted (a) if no Quebec Square at Stapleton Lockbox Event Period is continuing, to a borrower controlled operating account and (b) during the continuance of a Quebec Square at Stapleton Lockbox Event Period, to the cash management account.

During the continuance of a Quebec Square at Stapleton Lockbox Event Period, all funds on deposit in the cash management account after payment of debt service, required reserves and operating and capital expenses are required to be (a) if the Quebec Square at Stapleton Lockbox Event Period was caused by a Wal-Mart Trigger Event or a Multiple Shadow Anchor Trigger Event, reserved in the Shadow Anchor Reserve, (b), otherwise, reserved as additional collateral for the Quebec Square at Stapleton Loan.

A-3-100

QUEBEC SQUARE AT STAPLETON

■ Property Management. The Quebec Square at Stapleton Property is managed by CBRE, Inc. Under the related loan documents, the Quebec Square at Stapleton Property is required to be managed during the term of the Quebec Square at Stapleton Loan by either CBRE, Inc. or any other property manager approved by the lender or a third party property manager meeting certain conditions under the related loan documents.

The lender has the right to require the borrower to replace any property manager with a property manager selected by the borrower meeting the requirements set forth in the loan agreement (i) during the continuance of an event of default under the Quebec Square at Stapleton Loan, (ii) if the manager becomes insolvent or a debtor in a bankruptcy or similar proceeding, (iii) during the continuance of a material default by the property manager under the management agreement (after the expiration of any applicable notice and/or cure periods) or (iv) upon the commission by the manager of fraud or willful misconduct in its duties.

■ Release of Collateral. The borrower is permitted to obtain the release of the Quebec Square at Stapleton Property (or certain release parcels upon a bona fide sale to a third party) at any time after the second anniversary of the securitization closing date upon the defeasance (or prepayment on or after July 6, 2026) of the Quebec Square at Stapleton Loan (or in the case of a release parcel, the greater of 110% of the related allocated loan amount or 90% of the net sales proceeds for such parcel). A partial release is permitted only if (i) such release results in a debt yield equal to or greater than the greater of (a) 11.63% and (b) the debt yield immediately prior to such release, or (ii) such release parcel (collectively with any other release parcel) represents 15% or less of the gross rents at the Quebec Square at Stapleton Property as of the origination date.

■ Mezzanine or Subordinate Secured Indebtedness. Not permitted.

■ Terrorism Insurance. The borrower is required to maintain terrorism insurance in an amount equal to the full replacement cost of the Quebec Square at Stapleton Property, as well as 18 months of rental loss and/or business interruption coverage, together with a 12 month extended period of indemnity following restoration. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

A-3-101

Hilton portfolio 

Mortgaged Property Information				Mortgage Loan Information
Number of Mortgaged Properties		7		Loan Seller			SMC
Location (City/State)		Various		Cut-off Date Principal Balance(4)			$26,000,000
Property Type		Hospitality		Cut-off Date Principal Balance per Room(2)			$95,909.73
Size (Rooms)		709		Percentage of Initial Pool Balance			3.0%
Total TTM Occupancy as of 6/30/2019		76.4%		Number of Related Mortgage Loans			None
Owned TTM Occupancy as of 6/30/2019		76.4%		Type of Security		Fee Simple
Year Built / Latest Renovation		1998-2015 / 2018-2019		Mortgage Rate			4.3000%
Appraised Value(1)		$110,000,000		Original Term to Maturity (Months)			120
				Original Amortization Term (Months)			360
				Original Interest Only Period (Months)			12
				Borrower Sponsor(5)		Daniel A. Klingerman
Underwritten Revenues		$23,901,279
Underwritten Expenses		$14,661,204		Escrows
Underwritten Net Operating Income (NOI)		$9,240,075			Upfront			Monthly
Underwritten Net Cash Flow (NCF)		$8,284,023		Taxes	$393,717			$80,974
Cut-off Date LTV Ratio(2)(3)		61.8%		Insurance	$37,612			$7,522
Maturity Date LTV Ratio(2)(3)		51.1%		Replacement Reserves(6)	$0			$79,671
DSCR Based on Underwritten NOI / NCF(2)		2.29x / 2.05x		TI/LC	$0			$0
Debt Yield Based on Underwritten NOI / NCF(2)		13.6% / 12.2%		Other(7)	$0			$0
Sources and Uses
Sources	$		%	Uses	$			%
Whole Loan Amount	$68,000,000		100.0%	Loan Payoff	$64,004,660			94.1%
				Principal Equity Distribution	2,071,548			3.0
				Origination Costs	1,492,463			2.2
				Reserves	431,329			0.6
Total Sources	$68,000,000		100.0%	Total Uses	$68,000,000			100.0%

(1) The Appraised Value represents the aggregate “as-is” appraised value of the Hilton Portfolio properties of $104,000,000 plus an approximately 5.8% portfolio premium.

(2) Calculated based on the aggregate outstanding balance of the Hilton Portfolio Whole Loan.

(3) The Cut-off Date LTV Ratio and Maturity Date LTV Ratio are calculated on the basis of the “as-is portfolio” appraised value including an approximately 5.8% portfolio premium. Excluding the portfolio premium, the Cut-off Date LTV Ratio and Maturity Date LTV Ratio are 65.4% and 54.0%, respectively.

(4) The Cut-off Date Principal Balance of $26,000,000 represents the non-controlling Note A-2, which is part of a larger whole loan evidenced by three pari passu notes having an aggregate outstanding principal balance as of the Cut-off Date of $68,000,000 (the “Hilton Portfolio Whole Loan”), which also consists of one controlling Note A-1 with an original principal balance of $30,000,000 which was contributed to the CF 2019-CF2 securitization transaction, and one non-controlling Note A-3 with an original principal balance of $12,000,000 which is currently held by Starwood Mortgage Funding II LLC.

(5) Daniel A. Klingerman is the non-recourse carveout guarantor under the Hilton Portfolio Whole Loan.

(6) The borrowers are required to deposit into an FF&E reserve, on a monthly basis, (i) 1/12 of 4% of gross income for the prior calendar year for the first 33 months of the Hilton Portfolio Loan term and (ii) 1/12 of 5% of gross income for the prior calendar year thereafter.

(7) A PIP reserve for potential PIP items is required by the applicable franchisor in connection with the renewal or replacement of the franchise agreement relating to the Hampton Inn Leesburg property (the “Hampton Inn Leesburg PIP”). The borrower is required to deposit funds in the PIP reserve in the amount of $77,800 per month beginning with the payment date in October 2019 and continuing through and including the payment date in June 2022 of the Hilton Portfolio Loan term, subject to a $2,500,000 cap. Funds on deposit in the PIP reserve will be available to pay the costs associated with the Hampton Inn Leesburg PIP. Upon the completion of the Hampton Inn Leesburg PIP and payment in full of the costs related thereto, any funds remaining in this PIP reserve will be transferred to the FF&E reserve. In lieu of making the monthly PIP reserve payments, the borrowers will have the option of posting cash or multiple letters of credit in accordance with the following schedule: (i) $1,000,000 on the day of the closing of the Hilton Portfolio Whole Loan; (ii) $1,000,000 on or before the Hilton Portfolio Whole Loan payment date in September 2020; and (iii) $500,000 on or before the Hilton Portfolio Whole Loan payment date in September 2021. The borrowers posted a $1,000,000 letter of credit at origination of the Hilton Portfolio Whole Loan.

The table below summarizes the promissory notes that comprise the Hilton Portfolio Whole Loan. The relationship between the holders of the Hilton Portfolio Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

Note	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
Note A-1	$30,000,000	$30,000,000	CF 2019-CF2	Yes
Note A-2	26,000,000	26,000,000	GSMS 2019-GSA1	No
Note A-3	12,000,000	12,000,000	Starwood Mortgage Funding II LLC(1)	No
Total	$68,000,000	$68,000,000

(1) Expected to be contributed to one or more future securitization transactions.

A-3-102

Hilton portfolio 

The following table presents certain information relating to the Hilton Portfolio properties:

						TTM 6/30/2019 Metrics						Net Cash Flow
Property Names	# Rooms	TTM NCF %		% of Allocated Loan Amount		Occupancy		ADR	RevPAR	RevPAR Penetration Index(1)		2018	TTM 6/30/2019
Hampton Inn Bartonsville	109	19.5	%	19.0	%	81.5	%	$131.91	$107.48	170.4	%	$1,724,676	$1,775,733
Homewood Suites Leesburg	91	17.5		17.1		76.4	%	$141.68	$108.19	136.8	%	1,621,374	1,587,549
Hampton Inn Leesburg	101	15.0		16.3		75.2	%	$125.05	$93.98	157.9	%	1,347,389	1,363,419
Hampton Inn Faxon	113	15.4		14.1		77.2	%	$108.27	$83.53	128.6	%	1,336,981	1,397,372
Homewood Suites Ocala	99	12.6		13.4		83.1	%	$107.77	$89.51	119.9	%	1,100,698	1,148,858
Hampton Inn Williamsport	110	11.8		10.6		70.4	%	$110.26	$77.66	119.6	%	745,992	1,069,429
Hampton Inn Bermuda Run	86	8.2		9.6		70.2	%	$105.43	$74.05	139.7	%	797,875	741,474
Total / Wtd. Avg.	709	100.0	%	100.0	%	76.4	%	$118.68	$90.64	139.0	%	$8,674,985	$9,083,834

(1) Source: Market research report.

The following table presents certain information relating to historical occupancy, ADR and RevPAR at the Hilton Portfolio properties:

Hilton Portfolio⁽¹⁾

	2016	2017	2018	TTM 6/30/2019
Occupancy	70.9%	72.1%	74.4%	76.4%
ADR	$113.49	$114.93	$118.71	$118.68
RevPAR	$80.50	$82.84	$88.33	$90.64

(1) As provided by the borrowers and represents averages for the year ended December 31, unless otherwise specified.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow, on an aggregate basis and per room, at the Hilton Portfolio properties:

Cash Flow Analysis⁽¹⁾

	2016	2017	2018	TTM 6/30/2019	Underwritten	Underwritten $ per Room
Rooms Revenue	$20,831,549	$21,436,902	$22,858,626	$23,455,936	$23,455,936	$33,083
Other Revenue(2)	478,609	465,596	456,380	445,343	445,343	628
Total Revenue	$21,310,158	$21,902,498	$23,315,006	$23,901,279	$23,901,279	$33,711
Room Expense	$5,266,681	$5,274,990	$5,540,530	$5,629,767	$5,629,767	$7,940
Other Expense	142,175	147,464	121,751	108,279	108,279	153
Total Departmental Expense	$5,408,856	$5,422,454	$5,662,281	$5,738,046	$5,738,046	$8,093
Total Undistributed Expense	7,316,744	7,291,402	7,763,800	7,856,122	7,679,466	10,831
Total Fixed Expense	1,124,993	1,172,567	1,213,940	1,223,277	1,243,692	1,754
Total Operating Expenses	$13,850,593	$13,886,423	$14,640,021	$14,817,445	$14,661,204	$20,679
Net Operating Income	$7,459,565	$8,016,075	$8,674,985	$9,083,834	$9,240,075	$13,033
FF&E	0	0	0	0	956,051	1,348
Net Cash Flow	$7,459,565	$8,016,075	$8,674,985	$9,083,834	$8,284,023	$11,684

(1) Certain items such as straight line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Other revenue includes meeting room, sundries, laundry and other miscellaneous revenue.

A-3-103

Washington Avenue portfolio

Mortgaged Property Information				Mortgage Loan Information
Number of Mortgaged Properties		3		Loan Seller			AREF
Location (City/State)		Houston, Texas		Cut-off Date Principal Balance(4)			$26,000,000
Property Type(1)		Various		Cut-off Date Principal Balance per SF(3)			$311.94
Size (SF)		125,024		Percentage of Initial Pool Balance			3.0%
Total Occupancy as of 9/18/2019(2)		100.0%		Number of Related Mortgage Loans			None
Owned Occupancy as of 9/18/2019(2)		100.0%		Type of Security			Fee Simple
Year Built / Latest Renovation		Various / Various		Mortgage Rate			3.4000%
Appraised Value		$60,700,000		Original Term to Maturity (Months)			120
				Original Amortization Term (Months)			NAP
				Original Interest Only Period (Months)			120
				Borrower Sponsor(5)		Vinod Kewalramani
Underwritten Revenues		$5,394,081		Escrows
Underwritten Expenses		$1,307,106
Underwritten Net Operating Income (NOI)		$4,086,975			Upfront			Monthly
Underwritten Net Cash Flow (NCF)		$3,968,222		Taxes	$574,346			$57,435
Cut-off Date LTV Ratio(3)		64.3%		Insurance	$31,531			$15,765
Maturity Date LTV Ratio(3)		64.3%		Replacement Reserves	$0			$1,563
DSCR Based on Underwritten NOI / NCF(3)		3.04x / 2.95x		TI/LC	$0			$8,333
Debt Yield Based on Underwritten NOI / NCF(3)		10.5% / 10.2%		Other(6)	$897,646			$0
Sources and Uses(3)
Sources	$		%	Uses	$			%
Whole Loan Amount	$39,000,000		100.0%	Loan Payoff	$23,905,467			61.3%
				Principal Equity Distribution	12,481,870			32.0
				Reserves	1,503,522			3.9
				Closing Costs	1,109,140			2.8
Total Sources	$39,000,000		100.0%	Total Uses	$39,000,000			100.0%

(1) The Washington Avenue Portfolio properties consist of 69,885 SF of industrial space, 41,562 SF of retail space and 13,577 SF of office space.

(2) Four tenants (The Sporting Club, 5002 Washington LLC (Heart), Throne, and Sugar Room) comprising 14.4% of NRA are paying unabated rent but are not yet in occupancy. At origination, the borrower deposited $595,458 into the Unoccupied Premises Reserve which funds are allocated to the respective tenants. The lender is required to disburse to the borrower the amount of funds allocated to the respective tenant if, among other things, the respective tenant (i) accepts and is occupying all of its leased space, (ii) is paying full unabated rent and (iii) is operating its business, and the borrower has delivered a temporary or permanent certificate of occupancy as to such operations.

(3) Calculated based on the aggregate outstanding principal balance of the Washington Avenue Portfolio Whole Loan.

(4) The Cut-off Date Principal Balance of $26,000,000 represents the controlling note A-1 of a $39,000,000 whole loan evidenced by two pari passu notes (the “Washington Avenue Portfolio Whole Loan”).

(5) Vinod Kewalramani is the non-recourse carveout guarantor under the Washington Avenue Portfolio Whole Loan.

(6) Other reserve is comprised of the Unoccupied Premises Reserve ($595,458), the Pub Heights Case Reserve ($250,000) and the Required Repairs Reserve ($52,188).

The table below summarizes the notes that comprise the Washington Avenue Portfolio Whole Loan. The relationship between the holders of the Washington Avenue Portfolio Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool–The Whole Loans–The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus.

Note	Original Balance	Cut-off Date Balance	Note Holder(s)	Controlling Piece
Note A-1	$26,000,000	$26,000,000	GSMS 2019-GSA1	Yes
Note A-2	13,000,000	13,000,000	SPREF WF III LLC (1)	No
Total	$39,000,000	$39,000,000

(1) Held by SPREF WH III LLC and anticipated to be contributed to one or more future securitization trusts

■ The Mortgaged Properties. The Washington Avenue Portfolio is a 125,024 SF mixed use and industrial portfolio located in Houston, Texas.

Washington Avenue Properties

The Washington Avenue Properties consist of 41,562 SF of retail space and 13,577 SF of office space across 12 buildings.  The Washington Avenue Properties are located at various addresses along Washington Avenue, a major commercial corridor in Houston with a number of restaurants, entertainment venues, and bars/nightclubs.  The retail space is leased primarily to restaurants/bars on triple-net leases. Of the retail tenants that report sales, five have reported weighted average sales of $1,000 per SF (as of trailing 12 month as of July 31, 2019).  Urban Living, a full-service real estate company and a borrower sponsor affiliate, leases 9.2% of the

A-3-104

Washington Avenue portfolio

NRA and contributes to 9.6% of the underwritten base rent.  The borrower sponsor guarantees the Urban Living lease until lease expiration in September 2035. 

In addition, the collateral includes multiple surface parking lots that provide parking for the customers of the restaurant/bar tenants as well as overflow parking for nearby venues.  The borrower sponsor retains exclusive right to provide parking for customers at cost.  Parking income represents 15.0% of the underwritten effective gross revenue for the Washington Avenue Portfolio.  The Washington Avenue Properties are 100.0% leased as of September 18, 2019.

319 Saint Emanuel

The 319 Saint Emanuel property is a 56,250 SF industrial facility that was constructed in 1951 and was fully renovated by the borrower sponsor in 2016 at a cost of $2.7 million. The 319 Saint Emanuel property is situated on a full city block (1.45-acre site) near the Houston central business district. The clear height of the improvements is 20 feet and approximately 30.0% of the net rentable area is office space. As of October 1, 2019, the 319 Saint Emanuel property was 100.0% occupied by a borrower sponsor affiliate and utilized as private office space and a display/storage facility for a Porsche automobile collection. The 319 Saint Emanuel property is 100% climate controlled with white tile flooring, open-grid ceilings, adequate electrical capacity and a back-up generator. The borrower sponsor guarantees the lease for the full 15 year lease term.

16210 Clay

The 16210 Clay property is a 13,635 SF industrial facility that was constructed in 1982, expanded in 1992 and is situated on a 0.69-acre site. The clear height of the improvements is 14 feet and the office finish approximates 23.0% of the space at the 16210 Clay property. The 16210 Clay property features one brick building with security access gates, fencing and a concrete-paved parking lot. As of October 1, 2019, the property is 100.0% occupied by Fix My Car, an auto body repair, paint and upholstery shop.

The following table presents certain information relating to the Washington Avenue Portfolio properties:

Property Name	General Property Type	Detailed Property Type	Total GLA	Year Built / Year Renovated	Allocated Cut-off Date Loan Amount(1)	As-Is Appraised Value	Land Value	UW NCF
Washington Avenue Properties	Mixed Use	Retail/Office/Parking	55,139	Various / Various	$21,609,555	$50,450,000	$23,685,000	$3,138,860
319 Saint Emanuel	Industrial	Warehouse/Distribution	56,250	1951 / 2016	4,112,026	9,600,000	5,000,000	789,012
16210 Clay	Industrial	Flex	13,635	1982 / 1992	278,418	650,000	175,000	40,349
Total			125,024		$26,000,000	$60,700,000	$28,860,000	$3,968,222

(1) The Allocated Cut-off Date Loan Amount was allocated based on appraised values of the Washington Avenue Portfolio properties. The Washington Avenue Portfolio Whole Loan is not subject to release provisions.

The following table presents certain information relating to the major tenants at the Washington Avenue Portfolio properties:

Ten Largest Tenants Based on Underwritten Base Rent

Tenant Name - Property	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA	% of GLA		UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF	Lease Expiration	Renewal / Extension Options
The White Collection	NR / NR / NR	56,250	45.0	%	$843,744	23.5	%	$15.00	10/31/2035	NA
5002 Washington LLC (Heart)	NR / NR / NR	5,250	4.2		360,000	10.0		68.57	5/31/2024	NA
Urban Living	NR / NR / NR	11,505	9.2		345,144	9.6		30.00	9/30/2035	NA
Clutch	NR / NR / NR	3,988	3.2		341,895	9.5		85.73	12/31/2025	1, 5-year option
Throne	NR / NR / NR	3,968	3.2		330,000	9.2		83.17	1/31/2027	1, 5-year option
The Sporting Club	NR / NR / NR	6,015	4.8		300,000	8.4		49.88	1/31/2028	1, 5-year option
Sugar Room	NR / NR / NR	2,825	2.3		218,348	6.1		77.29	11/30/2027	1, 5-year option
Handlebar	NR / NR / NR	4,000	3.2		180,000	5.0		45.00	1/31/2031	NA
Concrete Cowboy	NR / NR / NR	3,522	2.8		162,000	4.5		46.00	3/31/2024	NA
Kung Fu	NR / NR / NR	4,045	3.2		150,000	4.2		37.08	10/1/2020	1, 5-year option
Ten Largest Tenants		101,368	81.1	%	$3,231,130	90.0	%	$31.88
Remaining Tenants		23,656	18.9		361,200	10.0		15.27
Vacant Spaces (Owned Space)		0	0.0		0	0.0		0.00
Totals / Wtd. Avg. Tenants		125,024	100.0	%	$3,592,330	100.0	%	$28.73

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

A-3-105

Washington Avenue portfolio

The following table presents certain information relating to the lease rollover schedule for the Washington Avenue Portfolio properties based on initial lease expiration dates:

Lease Expiration Schedule⁽¹⁾

Year Ending December 31,	Expiring Owned GLA	% of Owned GLA		Cumulative % of Owned GLA		UW Base Rent(2)	% of Total UW Base Rent(2)		UW Base Rent $ per SF(2)	# of Expiring Leases
MTM	0	0.0	%	0.0	%	$0	0.0	%	$0.00	0
2019	0	0.0		0.0	%	0	0.0		0.00	0
2020	4,045	3.2		3.2	%	150,000	4.2		37.08	1
2021	0	0.0		3.2	%	0	0.0		0.00	0
2022	7,472	6.0		9.2	%	196,200	5.5		26.26	4
2023	16,184	12.9		22.2	%	165,000	4.6		10.20	2
2024	8,772	7.0		29.2	%	522,000	14.5		59.51	2
2025	3,988	3.2		32.4	%	341,895	9.5		85.73	1
2026	0	0.0		32.4	%	0	0.0		0.00	0
2027	6,793	5.4		37.8	%	548,348	15.3		80.72	2
2028	6,015	4.8		42.6	%	300,000	8.4		49.88	1
2029	0	0.0		42.6	%	0	0.0		0.00	0
2030 & Thereafter	71,755	57.4		100.0	%	1,368,888	38.1		19.08	3
Vacant	0	0.0		100.0	%	0	0.0		0.00	0
Total / Wtd. Avg.	125,024	100.0	%			$3,592,330	100.0	%	$28.73	16

(1) Based on the underwritten rent roll dated September 18, 2019.

(2) UW Base Rent, % of Total UW Base Rent, and UW Base Rent $ per SF include contractual rent steps through December 1, 2019.

The following table presents certain information relating to historical occupancy for the Washington Avenue Portfolio properties:

Historical Leased %⁽¹⁾

2017	2018	As of 9/18/2019
97.7%	100.0%	100.0%

(1) Based on the underwritten rent roll dated September 18, 2019.

A-3-106

Washington Avenue portfolio

■ Underwritten Net Cash Flow. The following table presents certain information relating to the Underwritten Net Cash Flow for the Washington Avenue Portfolio properties:

Cash Flow Analysis⁽¹⁾

	2016(2)	2017(2)	2018(2)	TTM 7/31/2019(2)(3)	Underwritten(3)(4)		Underwritten $ per SF
Base Rental Revenue	$1,556,043	$1,625,739	$2,029,522	$2,172,527	$3,561,330		$28.49
Contractual Rent Steps	0	0	0	0	31,000		0.25
Reimbursement Revenue	531,980	517,569	617,296	638,399	1,222,083		9.77
Gross Revenue	$2,088,023	$2,143,308	$2,646,818	$2,810,926	$4,814,414		$38.51
Other Revenue(5)	507,099	668,390	829,395	796,228	820,388		6.56
Vacancy Loss	0	0	0	0	(240,721	)	(1.93	)
Effective Gross Revenue	$2,595,122	$2,811,698	$3,476,213	$3,607,154	$5,394,081		$43.14
Total Operating Expenses	581,137	671,475	1,063,092	1,073,260	1,307,106		10.45
Net Operating Income	$2,013,985	$2,140,222	$2,413,122	$2,533,895	$4,086,975		$32.69
TI/LC	0	0	0	0	100,000		0.80
Replacement Reserves	0	0	0	0	18,754		0.15
Net Cash Flow	$2,013,985	$2,140,222	$2,413,122	$2,533,895	$3,968,222		$31.74

(1) Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) The borrower sponsor executed new leases for borrower sponsor affiliated tenants at the Washington Avenue Properties comprising 11,505 SF (“Urban Living”) and at the 319 Saint Emanuel property (“The White Collection”) comprising 56,250 SF with lease commencement dates of October and November 2019, respectively (together, the “Borrower Affiliate Tenants”). Given no leases were in place prior to the lease commencement dates set forth above, historical cash flows did not include income or expenses associated with the Borrower Affiliate Tenants. Specifically, year 2016 and 2017 cash flows excluded any income or expenses related to the Borrower Affiliate Tenants. Year 2018 and TTM 7/31/2019 excluded any income or expenses related to Urban Living but included $62,930 and $57,585 of parking income, respectively, and $286,879 and $273,866 of expenses, respectively for the 319 Saint Emanuel property.

(3) The difference in net operating income between TTM 7/31/2019 and underwritten is primarily due to rent steps, increase in base rent and reimbursement revenue from two new leases executed in the second half of 2019, two of which are the Borrower Affiliated Tenants.

(4) Underwritten cash flows based on contractual rents as of September 18, 2019 with contractual rent steps through December 31, 2019 with the exception of two tenants, Urban Living and The White Collection where underwritten cash flows were based on contractual rents as of October 1, 2019 and November 1, 2019, respectively.

(5) Other Revenue consist primarily of parking income.

A-3-107

CELEBRATION SUITES

Mortgaged Property Information			Mortgage Loan Information
Number of Mortgaged Properties	1		Loan Seller		AREF
Location (City/Country)	Kissimmee, Florida		Cut-off Date Principal Balance		$25,500,000
Property Type	Hospitality		Cut-off Date Principal Balance per Room		$46,363.64
Size (Rooms)	550		Percentage of Initial Pool Balance		3.0%
Total Occupancy as of 6/30/2019	98.5%		Number of Related Mortgage Loans		None
Owned Occupancy as of 6/30/2019	98.5%		Type of Security		Fee Simple
Year Built / Latest Renovation	1972 / 2018-2019		Mortgage Rate		4.1500%
Appraised Value	$52,000,000		Original Term to Maturity (Months)		120
			Original Amortization Term (Months)		NAP
			Original Interest Only Period (Months)		120
			Borrower Sponsors(1)	Zaffar Tabani, Aliya Tabani, Mushtak Kathri and Zeshan Tabani
Underwritten Revenues	$12,758,808
Underwritten Expenses	$7,206,195		Escrows
Underwritten Net Operating Income (NOI)	$5,552,613			Upfront	Monthly
Underwritten Net Cash Flow (NCF)	$4,914,672		Taxes	$292,182	$24,348
Cut-off Date LTV Ratio	49.0%		Insurance	$28,235	$9,412
Maturity Date LTV Ratio	49.0%		Replacement Reserves(2)	$478,455	$0(2)
DSCR Based on Underwritten NOI / NCF	5.18x / 4.58x		TI/LC	$0	$0
Debt Yield Based on Underwritten NOI / NCF	21.8% / 19.3%		Other	$11,875	$0
Sources and Uses
Sources	$	%	Uses	$	%
Loan Amount	$25,500,000	100.0%	Loan Payoff	$21,829,259	85.6%
			Principal Equity Distribution	2,384,871	9.4
			Reserves	810,747	3.2
			Closing Costs	475,123	1.9
Total Sources	$25,500,000	100.0%	Total Uses	$25,500,000	100.0%

(1) Tabani T Investments, LLC is the non-recourse carveout guarantor under the Celebration Suites loan.

(2) Within 45 days after the end of the fiscal quarter ending in December 2020 and for each fiscal quarter thereafter, the borrower is required to satisfy the following: (i) deliver satisfactory evidence to the lender that no less than 5.0% of quarterly gross revenue (“Quarterly FF&E Amount”) has been paid on average by the borrower during each fiscal quarter since the origination of the loan (commencing with the fiscal quarter ending in December 2020) and applied to approved capital/FF&E expenses at the Celebration Suites property and (ii) to the extent the borrower has not satisfied item (i), the borrower is required to deposit with the lender, to be held in the capital/FF&E reserve subaccount, an amount equal to the difference between the cumulative sum of the Quarterly FF&E Amount for each fiscal quarter that has elapsed since the origination of the Celebration Suites loan (commencing with the fiscal quarter ending in December 2020) minus the actual amount of approved capital/FF&E expenses which have been incurred by the borrower during such period. To the extent the borrower fails to satisfy item (i) or (ii) within the time period specified in the loan documents, the borrower is required thereafter to pay to the lender, on each payment date, an amount equal to one-twelfth of 5.0% of the annual gross revenue (based on the prior year).

The following table presents certain information relating to the 2018 demand analysis with respect to the Celebration Suites property based on market segmentation, as provided in the appraisal for the Celebration Suites property:

2018 Accommodated Room Night Demand⁽¹⁾

Property	Transient	Meeting and Group
Celebration Suites	95%	5%

(1) Source: Appraisal.

The following table presents certain information relating to the penetration rates relating to the Celebration Suites property and various market segments, as provided in the appraisal for the Celebration Suites property:

Penetration Rates⁽¹⁾

	Occupancy	ADR	RevPAR
Estimated 2018	123.0%	81.0%	100.0%
Estimated 2017	120.0%	80.0%	96.0%

(1) Source: Appraisal

A-3-108

CELEBRATION SUITES

The following table presents certain information relating to historical occupancy, ADR and RevPAR at the Celebration Suites property:

Celebration Suites⁽¹⁾

	2016	2017	2018	TTM 6/30/2019
Occupancy	92.6%	98.3%	98.8%	98.5%
ADR	$49.92	$54.05	$56.38	$57.36
RevPAR	$46.24	$53.13	$55.73	$56.47

(1) As provided by the borrower.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow, on an aggregate basis and per room, at the Celebration Suites property:

Cash Flow Analysis⁽¹⁾

	2016	2017	2018	TTM 6/30/2019	Underwritten	Underwritten $ per Room
Rooms Revenue	$9,308,915	$10,666,819	$11,187,080	$11,337,263	$11,336,537	$20,612
Rent & Other Department Revenue(2)	1,299,934	1,619,431	1,469,374	1,362,204	1,362,204	2,477
Other Revenue(3)	60,954	49,435	58,935	60,067	60,067	109
Total Revenue	$10,669,803	$12,335,685	$12,715,389	$12,759,534	$12,758,808	$23,198
Room Expense	$4,674,833	$4,926,513	$4,582,097	$4,624,839	$4,624,543	$8,408
Management Fee	420,819	493,427	508,616	510,514	382,764	696
Other Expenses(4)	1,797,514	1,749,757	1,705,888	1,797,704	1,797,602	3,268
Total Departmental Expense	$6,893,166	$7,169,697	$6,796,601	$6,933,057	$6,804,909	$12,373
Property Taxes	331,356	278,338	285,662	283,023	288,345	524
Insurance	54,488	59,142	61,713	71,285	112,941	205
Total Fixed Expense	385,844	337,479	347,375	354,308	401,286	730
Total Operating Expenses	$7,279,010	$7,507,176	$7,143,976	$7,287,365	$7,206,195	$13,102
Net Operating Income	$3,390,793	$4,828,509	$5,571,413	$5,472,169	$5,552,613	$10,096
FF&E	0	0	0	0	637,940	1,160
Net Cash Flow	$3,390,793	$4,828,509	$5,571,413	$5,472,169	$4,914,672	$8,936

(1) Certain items such as straight line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Rent & Other Department Revenue consists of laundry income.

(3) Other Revenue consists of resort fees (38%), Wyndham Concierge lease & income (37%), early check-in / late check-out / room upgrade fees (7%), and a café lease (5%). Remaining income consists of breakfast fees, gift shop income, miscellaneous income, and package fees, among others.

(4) Other Expenses consists of general and administrative costs and utilities, advertising and marketing, information and technology, and property operations costs.

A-3-109

GRAND CANAL SHOPPES

Mortgaged Property Information			Mortgage Loan Information
Number of Mortgaged Properties	1		Loan Seller(3)		GSMC
Location (City/State)	Las Vegas, Nevada		Cut-off Date Principal Balance(4)		$25,000,000
Property Type	Retail		Cut-off Date Principal Balance per SF(2)		$1,000.14
Size (SF)(1)	759,891		Percentage of Initial Pool Balance		2.9%
Total Occupancy as of 5/31/2019	94.0%		Number of Related Mortgage Loans		None
Owned Occupancy as of 5/31/2019	94.0%		Type of Security		Fee Simple / Leasehold
Year Built / Latest Renovation	1999 / 2007		Mortgage Rate(5)		3.7408%
Appraised Value	$1,640,000,000		Original Term to Maturity (Months)		120
			Original Amortization Term (Months)		NAP
			Original Interest Only Period (Months)		120
			Borrower Sponsors	Brookfield Properties REIT Inc. and Nuveen Real Estate
Underwritten Revenues	$104,029,334
Underwritten Expenses	$31,007,624		Escrows
Underwritten Net Operating Income (NOI)	$73,021,709			Upfront		Monthly
Underwritten Net Cash Flow (NCF)	$70,997,903		Taxes	$0		$0
Cut-off Date LTV Ratio(2)	46.3%		Insurance	$0		$0
Maturity Date LTV Ratio(2)	46.3%		Replacement Reserves	$0		$0
DSCR Based on Underwritten NOI / NCF(2)	2.53x / 2.46x		TI/LC	$12,309,694		$0
Debt Yield Based on Underwritten NOI / NCF(2)	9.6% / 9.3%		Other(6)	$1,218,246		$0
Sources and Uses
Sources	$	%	Uses	$		%
Senior Loan Combination Amount	$760,000,000	77.9%	Loan Payoff	$627,284,452		64.3%
Subordinate Loan Amount	215,000,000	22.1	Principal Equity Distribution	333,044,567		34.2
			Reserves	13,527,940		1.4
			Closing Costs	1,143,041		0.1
Total Sources	$975,000,000	100.0%	Total Uses	$975,000,000		100.0%

(1) Size (SF) excludes the 84,743 SF space currently leased to Barneys New York. This space is included in the collateral; however, the borrowers have the right to obtain a free release with respect to such space. As such, no value or rental income has been attributed to this space.

(2) Calculated based on the aggregate outstanding principal balance of the Grand Canal Shoppes Senior Loans.

(3) The Grand Canal Shoppes Whole Loan was co-originated by MSBNA, WFB, JPMCB and GS Bank.

(4) The Cut-off Date Principal Balance of $25,000,000] represents the non-controlling Note A-4-4, which is part of a larger whole loan evidenced by 24 pari passu notes having an aggregate outstanding principal balance as of the Cut-off Date of $760,000,000 (collectively, the “Grand Canal Shoppes Senior Loans”) and one subordinate note with an aggregate outstanding principal balance as of the Cut-off Date of $215,000,000 (the “Grand Canal Shoppes Subordinate Loan” and, together with the Grand Canal Shoppes Senior Loans, the “Grand Canal Shoppes Whole Loan”).

(5) Reflects the Grand Canal Shoppes Senior Loans only. The Grand Canal Shoppes Subordinate Loan accrues interest at the rate of 6.2500% per annum.

(6) Other escrows represent the $1,218,246 reserved for gap rent associated with five tenants.

A-3-110

GRAND CANAL SHOPPES

The Grand Canal Shoppes Whole Loan capital structure is shown below:

Grand Canal Shoppes Total Debt Capital Structure

(1) The initial weighted average interest rate of the notes comprising the Grand Canal Shoppes Whole Loan is 4.29411076923077%. The interest rate on the Grand Canal Shoppes Whole Loan as of any date of determination will be the weighted average interest rate of the notes comprising the Grand Canal Shoppes Whole Loan.

(2) Based on the “as-is” appraised value of $1,640,000,000 as of April 3, 2019.

(3) Based on the UW NOI of $73,021,709 and the UW NCF of $70,997,903.

(4) Based on the “as-is” appraised value of $1,640,000,000, the Implied Borrower Sponsor Equity is $665,000,000.

A-3-111

GRAND CANAL SHOPPES

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the Grand Canal Shoppes Property:

Ten Largest Tenants Based on Underwritten Base Rent

Tenant Name	Credit Rating (Fitch/MIS/S&P)(1)	Tenant GLA	% of GLA		UW Base Rent(2)	% of Total UW Base Rent		UW Base Rent $ per SF	Lease Expiration	Renewal / Extension Options
Venetian Casino Resort(3)	NR / NR / BBB-	81,105	10.7	%	$4,598,023	6.9	%	$56.69	5/31/2029	1, 8-year option
Emporio D'Gondola(4)	NR / NR / NR	922	0.1		4,051,692	6.0		4,394.46	5/31/2029	10, 5-year options
Regis Galerie(5)	NR / NR / NR	28,099	3.7		2,367,955	3.5		84.27	5/31/2025	1, 5-year option
Sephora	NR / A1 / A+	10,074	1.3		2,299,995	3.4		228.31	7/31/2021	NA
Welcome to Las Vegas(6)	NR / NR / NR	14,234	1.9		2,000,502	3.0		140.54	12/31/2020	NA
TAO(7)	NR / NR / NR	49,441	6.5		1,576,386	2.4		31.88	1/31/2025	1, 5-year option
Grand Lux Cafe	NR / NR / NR	19,100	2.5		1,463,633	2.2		76.63	12/31/2029	NA
CUT By Wolfgang Puck	NR / NR / NR	12,247	1.6		1,261,441	1.9		103.00	5/31/2028	1, 5-year option
Mercato Della Pescheria	NR / NR / NR	16,479	2.2		1,131,448	1.7		68.66	11/30/2025	2, 5-year options
Bellusso Jewelry	NR / NR / NR	2,999	0.4		1,068,964	1.6		356.44	11/30/2022	1, 5-year option
Largest Tenants		234,700	30.9	%	$21,820,039	32.6	%	$92.97
Remaining Owned Tenants		479,928	63.2		45,214,842	67.4		94.21
Vacant Spaces (Owned Space)		45,263	6.0		0	0.0		0.00
Totals / Wtd. Avg. Tenants		759,891	100.0	%	$67,034,881	100.0	%	$93.80

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

(2) UW Base Rent reflects the following: (a) in-place leases based on the May 2019 rent roll and (b) contractual rent steps of $2,184,628 through May 31, 2020.

(3) Venetian Casino Resort has (i) 34,088 SF expiring on July 31, 2025, (ii) 38,920 SF expiring on May 31, 2029, (iii) 8,096 SF expiring on September 30, 2033 and (iv) 1 SF expiring on December 31, 2019 that collectively generates $60,991 in underwritten base rent.

(4) Emporio D’Gondola operates as the gondola attraction at the Grand Canal Shoppes Property.

(5) Regis Galerie has 8,406 SF expiring on December 31, 2020, 4,654 SF expiring on February 29, 2020 and 15,039 SF expiring on May 31, 2025.

(6) Welcome to Las Vegas has an additional lease that is expected to commence in February 1, 2020. Gap rent was reserved by the lender at origination. 10,239 SF is expiring on December 31, 2020 and the remaining 3,995 SF is expiring on January 31, 2030.

(7) TAO has 39,553 SF expiring on January 31, 2025, 8,800 SF expiring on May 31, 2029 and 1,088 SF expiring on January 31, 2020.

The following table presents certain information relating to the lease rollover schedule at the Grand Canal Shoppes Property based on initial lease expiration dates:

Lease Expiration Schedule⁽¹⁾⁽²⁾

Year Ending December 31,	Expiring Owned GLA	% of Owned GLA		Cumulative % of Owned GLA		UW Base Rent(3)	% of Total UW Base Rent		UW Base Rent $ per SF	# of Expiring leases
MTM	2,080	0.3	%	0.3	%	$0	0.0	%	$0.00	3
2019	39,567	5.2		5.5	%	2,436,560	3.6		61.58	17
2020	80,052	10.5		16.0	%	4,475,224	6.7		55.90	29
2021	28,634	3.8		19.8	%	5,748,002	8.6		200.74	16
2022	35,084	4.6		24.4	%	4,683,674	7.0		133.50	13
2023	41,038	5.4		29.8	%	5,490,655	8.2		133.79	20
2024	60,412	8.0		37.8	%	6,381,261	9.5		105.63	24
2025	146,378	19.3		57.0	%	10,519,793	15.7		71.87	20
2026	29,721	3.9		60.9	%	2,751,933	4.1		92.59	9
2027	6,142	0.8		61.7	%	859,431	1.3		139.93	3
2028	48,011	6.3		68.1	%	4,940,574	7.4		102.91	9
2029	185,418	24.4		92.5	%	18,048,649	26.9		97.34	27
2030 & Thereafter	12,091	1.6		94.0	%	699,125	1.0		57.82	2
Vacant	45,263	6.0		100.0	%	0	0.0		0.00	0
Total / Wtd. Avg.	759,891	100.0	%			$67,034,881	100.0	%	$93.80	192

(1) Calculated based on approximate square footage occupied by each Owned Tenant.

(2) Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule.

(3) UW Base Rent reflects the following: (a) in-place leases based on the May 2019 rent roll and (b) contractual rent steps of $2,184,628 through May 31, 2020.

A-3-112

GRAND CANAL SHOPPES

The following table presents certain information relating to historical occupancy at the Grand Canal Shoppes Property:

Historical Leased %⁽¹⁾

	2014	2015	2016	2017	2018	As of 5/31/2019
The Venetian Hotel and Casino	95.1%	92.6%	98.3%	95.7%	99.1%	97.1%
Palazzo Resort and Casino	88.2%	89.5%	86.2%	88.4%	83.0%	86.2%
Total / Wtd. Avg.	92.6%	91.5%	93.9%	93.0%	93.3%	94.0%

(1) As provided by the borrowers and reflects average occupancy for the indicated year ended December 31 unless specified otherwise.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Grand Canal Shoppes Property:

Cash Flow Analysis⁽¹⁾

	2016	2017	2018	TTM 3/31/2019	Underwritten(2)	Underwritten $ per SF
Base Rent(2)	$68,255,204	$67,507,328	$66,471,558	$66,941,590	$67,034,881	$88.22
Total Recoveries	31,633,869	27,875,777	25,766,223	25,166,107	26,539,087	34.92
Other Income(3)	12,765,993	12,203,223	10,872,872	10,365,738	10,455,366	13.76
Less Vacancy & Credit Loss	0	0	0	0	0	0.00
Effective Gross Income	$112,655,066	$107,586,327	$103,110,653	$102,473,435	$104,029,334	$136.90
Real Estate Taxes	$1,952,631	$1,995,183	$2,076,447	$2,102,023	$2,102,023	$2.77
Insurance	268,881	248,826	253,530	260,040	260,040	0.34
Other Operating Expenses(4)	31,074,924	30,916,371	29,454,203	28,645,562	28,645,562	37.70
Total Expenses	$33,296,436	$33,160,381	$31,784,180	$31,007,624	$31,007,624	$40.81
Net Operating Income(2)	$79,358,630	$74,425,947	$71,326,473	$71,465,811	$73,021,709	$96.09
Capital Expenditures	0	0	0	0	0	0.00
TI/LC	0	0	0	0	2,023,806	2.66
Net Cash Flow	$79,358,630	$74,425,947	$71,326,473	$71,465,811	$70,997,903	$93.43
Occupancy(5)	93.9%	93.0%	93.3%	93.9%	94.0%
NOI Debt Yield(6)	10.4%	9.8%	9.4%	9.4%	9.6%
NCF DSCR(6)	2.75x	2.58x	2.47x	2.48x	2.46x

(1) Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Underwritten Base Rent reflects the following: (a) in-place leases based on the May 2019 rent roll and (b) contractual rent steps of $2,184,628 through May 31, 2020 and excludes any rent associated with the Barneys New York space. The increase from TTM 3/31/2019 to Underwritten Base Rent and Net Operating Income is due to recent leasing activity.

(3) Other Income includes vending income, enterprise income, advertising revenue sponsorship income, specialty leasing income, overage rent and percent in lieu.

(4) Other Operating Expenses includes the Walgreens ground/air rights lease rent of which $113,475, 19.32% of the annual ground lease payment, was underwritten. The Venetian Hotel and Casino is responsible under its sublease for the remaining 80.68% of the ground rent under the Walgreens lease.

(5) 2016, 2017 and 2018 occupancy reflects average occupancy for the indicated year ended December 31. Underwritten Occupancy is based on the underwritten rent roll dated May 31, 2019.

(6) NOI Debt Yield and NCF DSCR are based on the Grand Canal Shoppes Senior Loans and exclude the Grand Canal Shoppes Subordinate Loan.

A-3-113

EAST VILLAGE MULTIFAMILY PORTFOLIO

Mortgaged Property Information				Mortgage Loan Information
Number of Mortgaged Properties		8		Loan Seller		AREF
Location (City/State)		New York, New York		Cut-off Date Principal Balance(3)		$25,000,000
Property Type		Various(1)		Cut-off Date Principal Balance per Unit(2)		$593,750.00
Size (Units)		144		Percentage of Initial Pool Balance		2.9%
Total Occupancy as of 8/13/2019		99.3%		Number of Related Mortgage Loans		2
Owned Occupancy as of 8/13/2019		99.3%		Type of Security		Fee Simple
Year Built / Latest Renovation		Various / Various		Mortgage Rate		3.3400%
Appraised Value		$139,800,000		Original Term to Maturity (Months)		120
				Original Amortization Term (Months)		NAP
				Original Interest Only Period (Months)		120
				Borrower Sponsor(4)	Seryl Kushner
Underwritten Revenues		$8,385,579
Underwritten Expenses		$2,366,088		Escrows
Underwritten Net Operating Income (NOI)		$6,019,492
Underwritten Net Cash Flow (NCF)		$5,983,492			Upfront	Monthly
Cut-off Date LTV Ratio(2)		61.2%		Taxes	$580,862	$129,081
Maturity Date LTV Ratio(2)		61.2%		Insurance	$0	$0
DSCR Based on Underwritten NOI / NCF(2)		2.08x / 2.07x		Replacement Reserves	$0	$3,000
Debt Yield Based on Underwritten NOI / NCF(2)		7.0% / 7.0%		TI/LC	$0	$0
Sources and Uses
Sources	$		%	Uses	$	%
Whole Loan Amount	$85,500,000		100.0%	Loan Payoff	$79,096,419	92.5%
				Principal Equity Distribution	4,066,627	4.8
				Closing Costs	1,756,093	2.1
				Reserves	580,862	0.7
Total Sources	$85,500,000		100.0%	Total Uses	$85,500,000	100.0%

(1) The East Village Multifamily Portfolio Properties consist of seven mixed use and one multifamily property.

(2) Calculated based on the aggregate outstanding principal balance of the East Village Multifamily Portfolio Whole Loan.

(3) The Cut-off Date Principal Balance of $25,000,000 represents the non-controlling notes A-4, A-5 and A-6 of an $85,500,000 whole loan (the “East Village Multifamily Portfolio Whole Loan”). The controlling note A-1 and non-controlling notes A-2 and A-3 have an aggregate outstanding principal balance as of the Cut-off Date of $60,500,000 and are currently held by AREF and are expected to be contributed to one or more future securitization transactions.

(4) Seryl Kushner is the non-recourse carveout guarantor under the East Village Multifamily Portfolio Whole Loan.

The following table presents certain information relating to the major retail tenants at the East Village Multifamily Portfolio properties:

Five Largest Retail Tenants Based on Underwritten Base Rent⁽¹⁾

Tenant Name	Credit Rating (Fitch/MIS/S&P)(2)	Tenant GLA	% of GLA		UW Base Rent	% of Total UW Base Rent		UW Base Rent $ per SF	Lease Expiration	Renewal / Extension Options
7-Eleven, Inc.	NR / NR / AA-	2,875	16.0	%	$369,307	16.4	%	$128.45	10/31/2025	1, 3-year option
Stand-Up MRI of Manhattan	NR / NR / NR	2,105	11.7		236,039	10.5		112.13	7/18/2021	2, 3-year options
Mamafinas	NR / NR / NR	1,800	10.0		216,424	9.6		120.24	10/31/2027	1, 5-year option
Peace & Love Hospitality LLC	NR / NR / NR	1,456	8.1		177,397	7.9		121.84	4/30/2024	1, 5-year option
Sage The Cat	NR / NR / NR	1,416	7.9		116,348	5.2		82.17	9/30/2026	NAP
Largest Tenants		9,652	53.8	%	$1,115,515	49.5	%	$115.57
Other Tenants		8,278	46.2		1,137,700	50.5		137.44
Vacant Spaces (Owned Space)		0	0.0		0	0.0		0.00
Totals / Wtd. Avg. Tenants		17,930	100.0	%	$2,253,215	100.0	%	$125.67

(1) Information obtained from underwritten rent roll dated August 13, 2019.

(2) Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

A-3-114

EAST VILLAGE MULTIFAMILY PORTFOLIO

The following table presents certain information relating to historical occupancy at the East Village Multifamily Portfolio properties:

Historical Leased %⁽¹⁾

2016	2017	2018	As of 8/13/2019
96.1%	91.1%	93.9%	99.3%

(1) As provided by the borrowers and reflects average occupancy for the indicated year ended December 31 unless specified otherwise.

■ Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the East Village Multifamily Portfolio Properties:

Cash Flow Analysis⁽¹⁾

	2016		2017		2018		TTM 7/31/2019		Underwritten(3)		Underwritten $ per Unit
Residential Gross Potential Rent	$5,661,925		$5,786,196		$5,765,550		$5,782,408		$5,891,013		$40,909.81
Commercial Rent(2)	2,009,452		2,053,163		2,099,071		2,115,999		2,253,215	(2)	15,647.32
Total Reimbursement Revenue	137,753		232,685		310,940		354,121		544,318		3,779.99
Less Vacancy & Credit Loss	(332,027	)	(282,502	)	(251,225	)	(181,701	)	(434,427	)	(3,016.86	)
Gross Revenue	$7,477,103		$7,789,541		$7,924,335		$8,070,827		$8,254,119		$57,320.27
Other Revenue(3)	164,875		110,995		136,889		131,461		131,461		912.92
Effective Gross Income	$7,641,977		$7,900,536		$8,061,224		$8,202,287		$8,385,579		$58,233.19
Total Operating Expenses	$1,504,435		$1,797,370		$2,015,383		$2,156,636		$2,366,088		$16,431.16
Net Operating Income	$6,137,543		$6,103,166		$6,045,841		$6,045,651		$6,019,492		$41,802.02
TI/LC	0		0		0		0		0		0.00
Replacement Reserves	0		0		0		0		36,000		250.00
Net Cash Flow	$6,137,543		$6,103,166		$6,045,841		$6,045,651		$5,983,492		$41,552.02

(1) Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2) Commercial Rent is based on contractual rents as of August 13, 2019 and contractual rent steps through July 18, 2020.

(3) Other Revenue consists of antenna income, residential utility reimbursement, various fees, and other miscellaneous income.

A-3-115

(THIS PAGE INTENTIONALLY LEFT BLANK)

ANNEX B

FORM OF DISTRIBUTION DATE STATEMENT

(THIS PAGE INTENTIONALLY LEFT BLANK)

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

DISTRIBUTION DATE STATEMENT
Table of Contents
STATEMENT SECTIONS	PAGE(s)
Certificate Distribution Detail	2
Certificate Factor Detail	3
Reconciliation Detail	4
Other Required Information	5
Cash Reconciliation Detail	6
Ratings Detail	7
Mortgage Loan Detail	8
NOI Detail	9
Principal Prepayment Detail	10
Historical Detail	11
Delinquency Loan Detail	12
Specially Serviced Loan Detail	13-14
Advance Summary	15
Modified Loan Detail	16
Historical Liquidated Loan Detail	17
Historical Bond / Collateral Loss Reconciliation	18
Interest Shortfall Reconciliation Detail	19-20
Defeased Loan Detail	21
Supplemental Reporting	22

	Depositor	Master Servicer	Special Servicer	Operating Advisor/Asset Representations Reviewer
	GS Mortgage Securities Corporation II	Midland Loan Services, a Division of	LNR Partners, LLC	Park Bridge Lender Services LLC
	200 West Street	PNC Bank, National Association	1601 Washington Avenue	600 Third Avenue,
	New York, NY 10282	10851 Mastin Street	Suite 700	40th Floor
		Building 82, Suite 300	Miami Beach, FL 33139	New York, NY 10016
		Overland Park, KS 66210
	Contact:              Leah Nivison	Contact:               Heather Wagner	Contact:	Contact:                David Rodgers
	Phone Number:   (212) 902-1000	Phone Number:     (913) 253-9570	lnr.cmbs.notices@lnrproperty.com	Phone Number:     (212) 230-9025
This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.
Please visit www.ctslink.com for additional information and if applicable, any special notices and any credit risk retention notices. In addition, certificateholders may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526.

Page 1 of 22

 B-1

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Certificate Distribution Detail
Class	CUSIP	Pass-Through Rate	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss/ Additional Trust Fund Expenses	Total Distribution	Ending Balance	Current Subordination Level (1)
A-1		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-2		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-3		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-4		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-AB		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-S		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
D		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
E		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
F-RR		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
G-RR		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
H-RR		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
R		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).
Class	CUSIP	Pass-Through Rate	Original Notional Amount	Beginning Notional Amount	Interest Distribution	Prepayment Premium	Total Distribution	Ending Notional Amount
X-A		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-B		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-D		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).

Page 2 of 22

 B-2

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Certificate Factor Detail
	Class	CUSIP	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss/ Additional Trust Fund Expenses	Ending Balance
	A-1		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-2		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-3		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-4		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-AB		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-S		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	B		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	C		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	D		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	E		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	F-RR		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	G-RR		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	H-RR		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	R		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	Class	CUSIP	Beginning Notional Amount	Interest Distribution	Prepayment Premium	Ending Notional Amount
	X-A		0.00000000	0.00000000	0.00000000	0.00000000
	X-B		0.00000000	0.00000000	0.00000000	0.00000000
	X-D		0.00000000	0.00000000	0.00000000	0.00000000

Page 3 of 22

 B-3

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Reconciliation Detail
Principal Reconciliation
	Stated Beginning Principal Balance	Unpaid Beginning Principal Balance	Scheduled Principal	Unscheduled Principal	Principal Adjustments	Realized Loss	Stated Ending Principal Balance	Unpaid Ending Principal Balance	Current Principal Distribution Amount
Total	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Certificate Interest Reconciliation
Class	Accrual Dates	Accrual Days	Accrued Certificate Interest	Net Aggregate Prepayment Interest Shortfall	Distributable Certificate Interest	Distributable Certificate Interest Adjustment	WAC CAP Shortfall	Interest Shortfall/(Excess)	Interest Distribution	Remaining Unpaid Distributable Certificate Interest
A-1	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-2	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-3	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-4	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-AB	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-A	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-B	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-S	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
D	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-D	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
E	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
F-RR	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
G-RR	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
H-RR	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals		0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Page 4 of 22

 B-4

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Other Required Information
Available Distribution Amount (1)		0.00
Borrowers’ Reimbursable Trust Fund Expenses		0.00
			Appraisal Reduction Amount
			Loan Number	Appraisal	Cumulative	Most Recent
				Reduction	ASER	App. Reduction
				Effected	Amount	Date
Controlling Class Information
	Controlling Class:
	Effective as of: mm/dd/yyyy
	Controlling Class Representative:
	Effective as of: mm/dd/yyyy
			Total
(1) The Available Distribution Amount includes any Spread Maintenance Premiums.

Page 5 of 22

 B-5

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Cash Reconciliation Detail
Total Funds Collected			Total Funds Distributed
Interest:			Fees:
Scheduled Interest	0.00		Servicing Fee - Midland Loan Services	0.00
Interest reductions due to Nonrecoverability Determinations	0.00		Trustee Fee - Wells Fargo Bank, N.A.	0.00
Interest Adjustments	0.00		Certificate Administrator Fee - Wells Fargo Bank, N.A.	0.00
Deferred Interest	0.00		CREFC® Intellectual Property Royalty License Fee	0.00
ARD Interest	0.00		Operating Advisor Fee - Park Bridge Lender Services LLC	0.00
Default Interest and Late Payment Charges	0.00		Asset Representations Reviewer - Park Bridge Lender Services LLC	0.00
Net Prepayment Interest Shortfall	0.00
Net Prepayment Interest Excess	0.00		Total Fees		0.00
Extension Interest	0.00		Additional Trust Fund Expenses:
Interest Reserve Withdrawal	0.00		Reimbursement for Interest on Advances	0.00
Total Interest Collected		0.00	ASER Amount	0.00
			Special Servicing Fee	0.00
Principal:			Attorney Fees & Expenses	0.00
Scheduled Principal	0.00		Rating Agency Expenses	0.00
Unscheduled Principal	0.00		Bankruptcy Expense	0.00
Principal Prepayments	0.00		Taxes Imposed on Trust Fund	0.00
Collection of Principal after Maturity Date	0.00		Non-Recoverable Advances	0.00
Recoveries from Liquidation and Insurance Proceeds	0.00		Workout-Delayed Reimbursement Amounts	0.00
Excess of Prior Principal Amounts paid	0.00		Other Expenses	0.00
Curtailments	0.00		Total Additional Trust Fund Expenses		0.00
Negative Amortization	0.00
Principal Adjustments	0.00
Total Principal Collected		0.00	Interest Reserve Deposit		0.00
Other:			Payments to Certificateholders & Others:
Spread Maintenance Premiums	0.00		Interest Distribution	0.00
Repayment Fees	0.00		Principal Distribution	0.00
Borrower Option Extension Fees	0.00		Spread Maintenance Premiums	0.00
Excess Liquidation Proceeds	0.00		Borrower Option Extension Fees	0.00
Net Swap Counterparty Payments Received	0.00		Net Swap Counterparty Payments Received	0.00
Total Other Collected		0.00	Total Payments to Certificateholders & Others		0.00
Total Funds Collected		0.00	Total Funds Distributed		0.00

Page 6 of 22

 B-6

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

	Ratings Detail
	Class	CUSIP	Original Ratings	Current Ratings (1)
	A-1
	A-2
	A-3
	A-4
	A-AB
	X-A
	X-B
	A-S
	B
	C
	D
	X-D
	E
	F-RR
	G-RR
	H-RR
	NR  -  Designates that the class was not rated by the above agency at the time of original issuance.
	X     -  Designates that the above rating agency did not rate any classes in this transaction at the time of original issuance.
	N/A -  Data not available this period.
1) For any class not rated at the time of original issuance by any particular rating agency, no request has been made subsequent to issuance to obtain rating information, if any, from such rating agency. The current ratings were obtained directly from the applicable rating agency within 30 days of the payment date listed above. The ratings may have changed since they were obtained. Because the ratings may have changed, you may want to obtain current ratings directly from the rating agencies.

Page 7 of 22

 B-7

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Mortgage Loan Detail

Loan Number

ODCR

Property Type (1)

City

State

Interest Payment

Principal Payment

Gross Coupon

Anticipated Repayment Date

Maturity Date

Neg. Amort (Y/N)

Beginning Scheduled Balance

Ending Scheduled Balance

Paid Thru Date

Appraisal Reduction Date

Appraisal Reduction Amount

Res. Strat. (2)

Mod. Code (3)

Totals

(1) Property Type Code							(2) Resolution Strategy Code								(3) Modification Code
MF	-	Multi-Family	SS	-	Self Storage	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization on Interest
RT	-	Retail	98	-	Other	2	-	Foreclosure	8	-	Resolved	12	-	Reps and Warranties	2	-	Amortization Change	7	-	Capitalization on Taxes
HC	-	Health Care	SE	-	Securities	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other
IN	-	Industrial	CH	-	Cooperative Housing	4	-	Extension			to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination
MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10	-	Deed in Lieu Of				5	-	Temporary Rate Reduction	10	-	Forbearance
OF	-	Office	ZZ	-	Missing Information	6	-	DPO			Foreclosure
MU	-	Mixed Use	SF	-	Single Family
LO	-	Lodging

Page 8 of 22

 B-8

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

NOI Detail
Loan Number	ODCR	Property Type	City	State	Ending Scheduled Balance	Most Recent Fiscal NOI (1)	Most Recent NOI (1)	Most Recent NOI Start Date	Most Recent NOI End Date
Total
(1) The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report NOI figures in their loan level reporting.

Page 9 of 22

 B-9

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Principal Prepayment Detail
Loan Number	Loan Group	Offering Document	Principal Prepayment Amount		Prepayment Penalties
		Cross-Reference	Payoff Amount	Curtailment Amount	Prepayment Premium	Yield Maintenance Charge
Totals

Page 10 of 22

 B-10

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Historical Detail

Delinquencies

Prepayments

Rate and Maturities

Distribution

30-59 Days

60-89 Days

90 Days or More

Foreclosure

REO

Modifications

Curtailments

Payoff

Next Weighted Avg.

Date

#

Balance

#

Balance

#

Balance

#

Balance

#

Balance

#

Balance

#

Amount

#

Amount

Coupon

Remit

WAM

Note: Foreclosure and REO Totals are excluded from the delinquencies.

Page 11 of 22

 B-11

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Delinquency Loan Detail

Loan Number

Offering Document Cross-Reference

# of Months Delinq.

Paid Through Date

Current P & I Advances

Outstanding P & I Advances **

Status of Loan  (1)

Resolution Strategy Code  (2)

Servicing Transfer Date

Foreclosure Date

Actual Principal Balance

Outstanding Servicing Advances

Bankruptcy Date

REO Date

Totals

		(1) Status of Mortgage Loan								(2) Resolution Strategy Code
A	-	Payment Not Received	0	-   Current	4	-	Performing Matured Balloon	1	-	Modification	7	-	REO	11	-	Full Payoff
		But Still in Grace Period	1	-   30-59 Days Delinquent	5	-	Non Performing Matured Balloon	2	-	Foreclosure	8	-	Resolved	12	-	Reps and Warranties
		Or Not Yet Due	2	-   60-89 Days Delinquent	6	-	121+ Days Delinquent	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD
B	-	Late Payment But Less	3	-   90-120 Days Delinquent				4	-	Extension			to Master Servicer	98	-	Other
		Than 30 Days Delinquent						5	-	Note Sale	10	-	Deed In Lieu Of
** Outstanding P & I Advances include the current period advance.

Page 12 of 22

 B-12

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Specially Serviced Loan Detail - Part 1

Loan Number

Offering Document Cross-Reference

Servicing Transfer Date

Resolution Strategy Code (1)

Scheduled Balance

Property Type (2)

State

Interest Rate

Actual Balance

Net Operating Income

DSCR Date

DSCR

Note Date

Maturity Date

Remaining Amortization Term

(1) Resolution Strategy Code									(2) Property Type Code
	1	-   Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage
	2	-   Foreclosure	8	-	Resolved	12	-	Reps and Warranties	RT	-	Retail	98	-	Other
	3	-   Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities
	4	-   Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing
	5	-   Note Sale	10	-	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse
	6	-   DPO			Foreclosure				OF	-	Office	ZZ	-	Missing Information
									MU	-	Mixed Use	SF	-	Single Family
									LO	-	Lodging

Page 13 of 22

 B-13

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Specially Serviced Loan Detail - Part 2
Loan Number	Offering Document Cross-Reference	Resolution Strategy Code (1)	Site Inspection Date	Phase 1 Date	Appraisal Date	Appraisal Value	Other REO Property Revenue	Comment from Special Servicer

(1) Resolution Strategy Code									(2) Property Type Code
	1	-   Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage
	2	-   Foreclosure	8	-	Resolved	12	-	Reps and Warranties	RT	-	Retail	98	-	Other
	3	-   Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities
	4	-   Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing
	5	-   Note Sale	10	-	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse
	6	-   DPO			Foreclosure				OF	-	Office	ZZ	-	Missing Information
									MU	-	Mixed Use	SF	-	Single Family
									LO	-	Lodging

Page 14 of 22

 B-14

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Advance Summary
	Loan Group	Current P&I Advances	Outstanding P&I Advances	Outstanding Servicing Advances	Current Period Interest on P&I and Servicing Advances Paid
	Totals	0.00	0.00	0.00	0.00

Page 15 of 22

 B-15

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Modified Loan Detail
Loan Number	Offering Document Cross-Reference	Pre-Modification Balance	Post-Modification Balance	Pre-Modification Interest Rate	Post-Modification Interest Rate	Modification Date	Modification Description
Totals

Page 16 of 22

 B-16

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Historical Liquidated Loan Detail

Distribution Date

ODCR

Beginning Scheduled Balance

Fees, Advances, and Expenses *

Most Recent Appraised Value or BPO

Gross Sales Proceeds or Other Proceeds

Net Proceeds Received on Liquidation

Net Proceeds Available for Distribution

Realized Loss to Trust

Date of Current Period Adj. to Trust

Current Period Adjustment to Trust

Cumulative Adjustment to Trust

Loss to Loan with Cum Adj. to Trust

Current Total

Cumulative Total

* Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).

Page 17 of 22

 B-17

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Historical Bond/Collateral Loss Reconciliation Detail
Distribution Date	Offering Document Cross-Reference	Beginning Balance at Liquidation	Aggregate Realized Loss on Loans	Prior Realized Loss Applied to Certificates	Amounts Covered by Credit Support	Interest (Shortages)/ Excesses	Modification /Appraisal Reduction Adj.	Additional (Recoveries) /Expenses	Realized Loss Applied to Certificates to Date	Recoveries of Realized Losses Paid as Cash	(Recoveries)/ Losses Applied to Certificate Interest
Totals

Page 18 of 22

 B-18

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Interest Shortfall Reconciliation Detail - Part 1
Offering Document Cross- Reference	Stated Principal Balance at Contribution	Current Ending Scheduled Balance	Special Servicing Fees			ASER	(PPIS) Excess	Non-Recoverable (Scheduled Interest)	Interest on Advances	Modified Interest Rate (Reduction) /Excess
			Monthly	Liquidation	Work Out
Totals

Page 19 of 22

 B-19

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Interest Shortfall Reconciliation Detail - Part 2
Offering Document Cross-Reference	Stated Principal Balance at Contribution	Current Ending Scheduled Balance	Reimb of Advances to the Servicer		Other (Shortfalls)/ Refunds	Comments
			Current Month	Left to Reimburse Master Servicer
Totals
Interest Shortfall Reconciliation Detail Part 2 Total				0.00
Interest Shortfall Reconciliation Detail Part 1 Total				0.00
Total Interest Shortfall Allocated to Trust				0.00

Page 20 of 22

 B-20

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Defeased Loan Detail
Loan Number	Offering Document Cross-Reference	Ending Scheduled Balance	Maturity Date	Note Rate	Defeasance Status
Totals

Page 21 of 22

 B-21

	GS Mortgage Securities Corporation Trust 2019-GSA1 Commercial Mortgage Pass-Through Certificates Series 2019-GSA1	For Additional Information please contact
		CTSLink Customer Service
		1-866-846-4526
		Reports Available     www.ctslink.com
Wells Fargo Bank, N.A.
Corporate Trust Services		Distribution Date:	12/12/19
8480 Stagecoach Circle		Record Date:	11/29/19
Frederick, MD 21701-4747		Determination Date:	12/6/2019

Supplemental Reporting

Risk Retention

Pursuant to the PSA, the Certificate Administrator has made available on www.ctslink.com <http://www.ctslink.com>, specifically under the “U.S. Risk Retention Special Notices” tab for the GS Mortgage Securities Corporation Trust 2019-GSA1 transaction, certain information provided to the Certificate Administrator regarding the Retaining Sponsor's compliance with the Retention Covenant and the Hedging Covenant. Investors should refer to the Certificate Administrator’s website for all such information.

Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event information would be disclosed here.

Disclosable Special Servicer Fees would be disclosed here.

Page 22 of 22

 B-22

ANNEX C

FORM OF OPERATING ADVISOR ANNUAL REPORT¹

Report Date: This report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of [____] (the “Pooling and Servicing Agreement”), among [_______].
Transaction: GS Mortgage Securities Trust 2019-GSA1, Commercial Mortgage Pass-Through Certificates, Series 2019-GSA1
Operating Advisor: Park Bridge Lender Services LLC
Special Servicer as of December 31, [__]: [_______]
Directing Holder: [_______]

I. Population of Mortgage Loans that Were Considered in Compiling this Report

1. The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].

a. [●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of [a Final] Asset Status Report.

b. [Final] Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans. This report is based only on the Specially Serviced Loans in respect of which [a Final] Asset Status Report has been issued. The [Final] Asset Status Reports may not yet be fully implemented.

2. Prior to an Operating Advisor Consultation Event, if one Mortgage Loan is in special servicing and if the Special Servicer has subsequently completed a Major Decision with respect to such Specially Serviced Loan, the Special Servicer has provided the applicable fully executed Major Decision Reporting Package approved or deemed approved by the Directing Holder to the Operating Advisor concurrently with delivery to the Directing Holder.

3. After an Operating Advisor Consultation Event, the Special Servicer has provided to the Operating Advisor:

a. with respect to each Major Decision for the following non-Specially Serviced Loans, the related Major Decision Reporting Package and the opportunity to consult with respect to such Major Decision and recommended action:
________
________
________
________

b. with respect to following Specially Serviced Loans, each related Asset Status Report and the opportunity to consult with respect to such recommended action:
________
________

¹       This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.

 C-1

II. Executive Summary

Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited review of the Special Servicer’s actions under the Pooling and Servicing Agreement on the loans identified in this report. Based solely on such limited review of the items listed below, and subject to the assumptions, limitations and qualifications set forth herein, the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing Agreement during the prior calendar year on a “asset-level” basis. [The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has failed to comply with the Servicing Standard, as a result of the following material deviations.]

● [LIST OF ANY MATERIAL DEVIATION ITEMS]

In addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].

[ADD RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]

III. List of Items that Were Considered in Compiling this Report

In rendering our assessment herein, we examined and relied upon the accuracy and completeness of the items listed below:

1. Any Major Decision Reporting Package that is delivered or made available to the Operating Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement.

2. Reports by the Special Servicer made available to Privileged Persons that are posted on the certificate administrator’s website that is relevant to the Operating Advisor’s obligations under the Pooling and Servicing Agreement, each Asset Status Report (after an Operating Advisor Consultation Event), and each Final Asset Status Report, in each case, delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.

3. The Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its obligations and net present value calculations and Appraisal Reduction Amount calculations delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.

4. [LIST OTHER REVIEWED INFORMATION].

5. [INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement on Asset Status Reports for a Specially Serviced Loan delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement and with respect to Major Decisions processed by the Special Servicer.]

NOTE: The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full or limited audit, legal review or legal conclusion. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices), review underlying lease agreements or similar underlying documents, re-engineer the quantitative aspects of their net present value calculator, visit any related property, visit the Special Servicer, visit the Directing Holder or interact with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction Amount calculations is limited to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions of the applicable

 C-2

formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.

IV. Assumptions, Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report

1. As provided in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the special servicer’s obligations under the Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial and (ii) will not be required to provide or obtain a legal opinion, legal review or legal conclusion.

2. In rendering our assessment herein, we have assumed that all executed factual statements, instruments, and other documents that we have relied upon in rendering this assessment have been executed by persons with legal capacity to execute such documents.

3. Other than the receipt of any Major Decision Reporting Package or any Asset Status Report that is delivered or made available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate in, or have access to, the Special Servicer’s and Directing Holder’s discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Holder directly. As such, the Operating Advisor relied solely upon the information delivered to it by the Special Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information to generate this report. The services that we perform are not designed and cannot be relied upon to detect fraud or illegal acts should any exist.

4. The Special Servicer has the legal authority and responsibility to service any Specially Serviced Loan pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth in the Pooling and Servicing Agreement or the actions of the Special Servicer.

5. Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of any communication held between it and the Special Servicer regarding any Specially Serviced Loan and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer.

6. The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this report, they should address such questions to the certificate administrator through the certificate administrator’s website.

7. This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating Advisor take into account market prices of securities or financial markets generally when performing its limited review of the Special Servicer as described above.

Terms used but not defined in this report have the meaning set forth in the Pooling and Servicing Agreement.

 C-3

(THIS PAGE INTENTIONALLY LEFT BLANK)

ANNEX D-1

GOLDMAN SACHS MORTGAGE COMPANY AND STARWOOD MORTGAGE CAPITAL LLC
REPRESENTATIONS AND WARRANTIES

GSMC and SMC each will (each, a “Mortgage Loan Seller”), in its respective MLPA, with respect to each related Mortgage Loan, make the representations and warranties set forth below as of the Cut-off Date or such other date specified below, in each case subject to the exceptions to those representations and warranties that are described on Annex D-2 and Annex D-3, as applicable. Prior to the execution of the related final MLPA, there may be additions, subtractions or other modifications to the representations, warranties and exceptions. These representations, warranties and exceptions should not be read alone, but should only be read in conjunction with the prospectus. Capitalized terms used but not otherwise defined in this Annex D-1 will have the meanings set forth in this prospectus or, if not defined in this prospectus, in the related MLPA. For the avoidance of doubt references to “Mortgage Loan” and “Mortgage Loans” in this Annex D-1 and the related exceptions set forth in Annex D-2 and Annex D-3, as applicable, exclude the Argentic Mortgage Loans. In addition, solely for purposes of this Annex D-1 and the related exceptions set forth in Annex D-2 and Annex D-3, as applicable, the term “Mortgage Loans” and “Mortgage Notes” will refer to such Mortgage Loans sold by the related Mortgage Loan Seller and the related promissory note(s).

The related MLPA, together with the related representations and warranties (subject to the exceptions thereto), serves to contractually allocate risk between GSMC or SMC, as applicable, on the one hand, and the issuing entity, on the other. The representations and warranties are not intended to be disclosure statements regarding the characteristics of the related mortgage loans, Mortgaged Properties or other subjects discussed, but rather are intended as a risk allocation mechanism. We cannot assure you that the mortgage loans actually conform to the statements made in the representations and warranties that are presented below. The representations, warranties and exceptions have been provided to you for informational purposes only and prospective investors should not rely on the representations, warranties and exceptions as a basis for any investment decision. For disclosure regarding the characteristics, risks and other information regarding the mortgage loans, Mortgaged Properties and the certificates, you should read and rely solely on the prospectus. None of the depositor or the underwriters or their respective affiliates makes any representation regarding the accuracy or completeness of the representations, warranties and exceptions.

(1)Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan. Each Mortgage Loan that is part of a Whole Loan is a senior or pari passu portion of a whole loan evidenced by a senior or pari passu note. At the time of the sale, transfer and assignment to the depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller), participation or pledge, and the Mortgage Loan Seller, had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment, or similar agreement, any Non-Serviced PSA with respect to a Mortgage Loan and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. The Mortgage Loan Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to Depositor constitutes a legal, valid and binding assignment of each Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering any Mortgage Loan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.

(2)           Loan Document Status. Each related Mortgage Note, Mortgage, assignment of leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other

D-1-1

similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i) above) such limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).

Except as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available to the related mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of any Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.

(3)           Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the related Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations set forth in the Standard Qualifications.

(4)           Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage File (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such Mortgage; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the related Mortgagor nor the related guarantor has been released from its material obligations under the related Mortgage Loan.

(5)           Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of assignment of leases to the issuing entity constitutes a legal, valid and binding assignment to the issuing entity. Each related Mortgage and assignment of leases is freely assignable without the consent of the related mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the mortgage loan schedule attached to the related MLPA, leasehold) interest in the related Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph (6) set forth on Annex D-2 and Annex D-3, as applicable (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to Mortgage Loan Seller’s knowledge and subject to the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Notwithstanding anything in this representation to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.

(6)           Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title

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insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments due and payable but not yet delinquent; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; (f) if the related Mortgage Loan constitutes a cross-collateralized Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in the same Crossed Group; and (g) if the related Mortgage Loan is part of a Whole Loan, the rights of the holder(s) of any related Companion Loan(s) pursuant to the related Co-Lender Agreement; provided that none of items (a) through (g), individually or in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). Except as contemplated by clauses (f) and (g) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of a Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.

(7)           Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, there are no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmens liens (which are the subject of the representation in paragraph (5) above), and equipment and other personal property financing). Except as set forth on Schedule D-1 to this Annex D-1, the Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related mortgagor.

(8)           Assignment of Leases and Rents. There exists as part of the related Mortgage File an assignment of leases (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related assignment of leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related assignment of leases, subject to applicable law, provides that, upon an event of default under each Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee.

(9)          UCC Filings. If the related Mortgaged Property is operated as a hospitality property, the Mortgage Loan Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the related Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such mortgagor and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage

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Loan documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above. No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.

(10)           Condition of Property. The Mortgage Loan Seller or the originator of each Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the related Mortgage Loan and within thirteen months of the Cut-off Date.

An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than thirteen months prior to the Cut-off Date. To the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than deferred maintenance for which escrows were established at origination) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

(11)           Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof will not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.

(12)           Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending, and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened, for the total or partial condemnation of any Mortgaged Property that would have a material adverse effect on the value, use or operation of such Mortgaged Property.

(13)           Actions Concerning Mortgage Loan. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any mortgagor, guarantor, or mortgagor’s interest in the related Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such mortgagor’s title to such Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the related Mortgage Loan documents or (f) the current principal use of such Mortgaged Property.

(14)           Escrow Deposits. All escrow deposits and payments required to be escrowed with any Mortgagee pursuant to each Mortgage Loan are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with the related Mortgagee under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the Depositor or its servicer.

(15)           No Holdbacks. The principal amount of each Mortgage Loan stated on the mortgage loan schedule attached to the related MLPA has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the

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satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback).

(16)           Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents and having a claims-paying or financial strength rating of at least “A-:VIII” from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” from S&P Global Ratings (collectively the “Insurance Rating Requirements”), in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance of the related Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the related mortgagor and included in such Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents, by business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).

If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as a “Special Flood Hazard Area,” the related mortgagor is required to maintain insurance in the maximum amount available under the National Flood Insurance Program (irrespective of whether such coverage is provided pursuant to a National Flood Insurance Program policy or through a private policy), plus such additional flood coverage in an amount as is generally required by the Mortgage Loan Seller for comparable mortgage loans intended for securitization.

If a Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related mortgagor is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less than the lesser of (1) the original principal balance of the related Mortgage Loan and (2) 100% of the full insurable value on a replacement cost basis of the improvements and personalty and fixtures included in the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.

Each Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by prudent institutional commercial mortgage lenders, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

An architectural or engineering consultant has performed an analysis of each Mortgaged Property located in seismic zones 3 or 4 in order to evaluate the structural and seismic condition of such property, for the sole purpose of assessing the scenario expected limit (“SEL”) for the related Mortgaged Property in the event of an earthquake. In such instance, the SEL was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report concluded that the SEL would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained from an insurer rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by S&P Global Ratings in an amount not less than 100% of the SEL.

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The Mortgage Loan documents for each Mortgage Loan require insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding principal amount of the related Mortgage Loan (or related Whole Loan), the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.

All premiums on all insurance policies referred to in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the Mortgagee under each Mortgage Loan and its successors and assigns as a loss payee under a Mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the trustee. Each related Mortgage Loan obligates the related mortgagor to maintain all such insurance and, at such mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at the mortgagor’s reasonable cost and expense and to charge such mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the Mortgage Loan Seller.

(17)           Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of such Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the related Mortgage Loan requires the mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which such Mortgaged Property is a part until the separate tax lots are created.

(18)           No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the Mortgagee’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.

(19)           No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature or an equity participation by the Mortgage Loan Seller.

(20)           REMIC. Each Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding

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personal property) having a fair market value (i) at the date the Mortgage Loan (or related Whole Loan) was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All terms used in this paragraph will have the same meanings as set forth in the related Treasury Regulations.

(21)           Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of each Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

(22)           Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to originate, acquire and/or hold (as applicable) the Mortgage Note in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the issuing entity.

(23)           Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.

(24)           Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan (or related Whole Loan, as applicable) and as of the Cut-off Date, other than those which (i) are insured by the Title Policy or a law and ordinance insurance policy or (ii) would not have a material adverse effect on the value, operation or net operating income of the related Mortgaged Property. The terms of the related Mortgage Loan documents require the mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws.

(25)           Licenses and Permits. Each mortgagor covenants in the related Mortgage Loan documents that it will keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the related Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in effect. Each Mortgage Loan requires the related mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.

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(26)           Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan provide that such Mortgage Loan (a) becomes full recourse to the mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the mortgagor (but may be affiliated with the mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, will be filed by the related mortgagor; (ii) the related mortgagor or guarantor will have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to such mortgagor or (iii) voluntary transfers of either the Mortgaged Property or equity interests in the mortgagor made in violation of the related Mortgage Loan documents; and (b) contains provisions providing for recourse against the mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the mortgagor (but may be affiliated with the mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of such mortgagor’s (i) misappropriation of rents after the occurrence of an event of default under the related Mortgage Loan; (ii) misappropriation of (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to the Mortgagee upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default); (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) commission of intentional material physical waste at the related Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).

(27)           Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material portion of the related Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged Property and (ii) the outstanding principal balance of the related Mortgage Loan, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (as defined in (32) below), (d) releases of out-parcels that are unimproved or other portions of the related Mortgaged Property which will not have a material adverse effect on the underwritten value of such Mortgaged Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation or taking by a State or any political subdivision or authority thereof. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), for all Mortgage Loans originated after December 6, 2010, if the fair market value of the real property constituting such Mortgaged Property after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (or related Whole Loan) outstanding after the release, the related mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC provisions of the Code.

With respect to any partial release under the preceding clause (e), for all Mortgage Loans originated after December 6, 2010, the mortgagor can be required to pay down the principal balance of the related Mortgage Loan in an amount not less than the amount required by the REMIC provisions of the Code and, to such extent, such amount may not be required to be applied to the restoration of the Mortgaged Property or released to the mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (or related Whole Loan).

No Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged

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Properties or a portion thereof, including due to partial condemnation, other than in compliance with the REMIC provisions of the Code.

(28)           Financial Reporting and Rent Rolls. The Mortgage Loan documents for each Mortgage Loan require the related mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements, which annual financial statements with respect to each Mortgage Loan with more than one mortgagor are in the form of an annual combined balance sheet of the mortgagor entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis.

(29)           Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each other Mortgage Loan, the related special all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and, to the Sponsor’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Loan Documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor will not be required to spend more than the Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism Cap Amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to the Terrorism Cap Amount. The “Terrorism Cap Amount” is the specified percentage (which is at least equal to 200%) of the amount of the insurance premium that is payable at such time in respect of the property and business interruption/rental loss insurance required under the related Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance).

(30)           Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than, or other than, a controlling interest in the related mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs (27) and (32) in this Annex D-1 or the exceptions thereto set forth on Annex D-2 and Annex D-3, as applicable, or (vii) any mezzanine debt that existed at the origination of the related

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Mortgage Loan as set forth on Schedule D-1 to this Annex D-1, or future permitted mezzanine debt as set forth on Schedule D-2 to this Annex D-1 or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as set forth on Schedule D-3 to this Annex D-1 or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that, to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the related mortgagor is responsible for such payment along with all other reasonable out-of-pocket fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.

(31)           Single-Purpose Entity. Each Mortgage Loan requires the related mortgagor to be a Single-Purpose Entity for at least as long as the related Mortgage Loan is outstanding. Both the Mortgage Loan documents and the organizational documents of the mortgagor with respect to each Mortgage Loan with a Cut-off Date Balance in excess of $5 million provide that such mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the related mortgagor. For this purpose, a “Single-Purpose Entity” means an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $5 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

(32)           Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the related Mortgage Loan documents provide for defeasance as a unilateral right of the mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) such Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to the lesser of (A) 110% of the allocated loan amount for the real property to be released and (B) the outstanding principal balance of the related Mortgage Loan; (iv) the mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in (iii) above, (v) if the mortgagor would continue to own assets in addition to the defeasance collateral, the portion of the Mortgage Loan secured by defeasance collateral is required to be assumed (or the Mortgagee may require such assumption) by a Single-Purpose Entity; (vi) the mortgagor is required to provide an opinion of counsel that the Mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and (vii) the mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable out-of-pocket expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.

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(33)           Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in situations where default interest is imposed.

(34)           Ground Leases. For purposes of this Annex D-1, a “Ground Lease” means a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit.

With respect to any Mortgage Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of the Sponsor, its successors and assigns, the Mortgage Loan Seller represents and warrants that:

(a)           The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;

(b)           The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee;

(c)           The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

(d)           The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;

(e)           The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor;

(f)           The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Sponsor’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;

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(g)The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;

(h)           The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease;

(i)            The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender;

(j)           Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in subpart (k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;

(k)In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

(l)           Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

(35)      Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loans have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.

(36)       Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan (or the related Whole Loan, as applicable) and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Annex D-1.

(37)       No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required debt service payments since origination, and as of the date hereof, no Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date. To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under any Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either (a) or (b), materially and adversely affects the value of any Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however, that this representation and

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warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Annex D-1 (including, but not limited to, the prior sentence). No person other than the holder of any Mortgage Loan may declare any event of default under the related Mortgage Loan or accelerate any indebtedness under such Mortgage Loan documents.

(38)Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.

(39)          Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the related mortgagor delivered by such mortgagor in connection with the origination of such Mortgage Loan (or the related Whole Loan, as applicable), the mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, no Mortgage Loan has a mortgagor that is an affiliate of another mortgagor under another Mortgage Loan.

(40)Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements were conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, an “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Sponsor’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.

(41)          Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and, to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the

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approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. Each appraisal contains a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated.

(42)Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth on the mortgage loan schedule attached to the related MLPA is true and correct in all material respects as of the Cut-off Date and contains all information required by the PSA to be contained on the mortgage loan schedule attached to the related MLPA.

(43)Cross-Collateralization. Except with respect to a Mortgage Loan that is part of a Whole Loan no Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except as set forth on Annex D-2 and Annex D-3, as applicable.

(44)Advance of Funds by the Sponsor. After origination, no advance of funds has been made by the Mortgage Loan Seller to the related mortgagor other than in accordance with the related Mortgage Loan documents, and, to the Mortgage Loan Seller’s knowledge, no funds have been received from any person other than the related mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the related Mortgage Loan documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a Mortgagee-controlled lockbox if required or contemplated under the related lease or Mortgage Loan documents). Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.

(45)Compliance with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loans.

For purposes of these representations and warranties, “Mortgagee” means the mortgagee, grantee or beneficiary under any Mortgage, any holder of legal title to any portion of any Mortgage Loan or, if applicable, any agent or servicer on behalf of such party.

For purposes of these representations and warranties, the phrases “the Mortgage Loan Seller’s knowledge” or “the Mortgage Loan Seller’s belief” and other words and phrases of like import mean, except where otherwise expressly set forth in this Annex D-1, the actual state of knowledge or belief of the Mortgage Loan Seller, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth in this Annex D-1.

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Schedule D-1 to Annex D-1

MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT

GOLDMAN SACHS MORTGAGE COMPANY

None.

STARWOOD MORTGAGE CAPITAL LLC

None.

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Schedule D-2 to Annex D-1

GOLDMAN SACHS MORTGAGE COMPANY

MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT
IS PERMITTED IN THE FUTURE

None.

STARWOOD MORTGAGE CAPITAL LLC

MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT
IS PERMITTED IN THE FUTURE

Loan No.	Mortgage Loan
24 26	CubeSmart North Bergen Windgate Crossing

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Schedule D-3 to Annex D-1

GOLDMAN SACHS MORTGAGE COMPANY

CROSS-COLLATERALIZED MORTGAGE LOANS

None.

STARWOOD MORTGAGE CAPITAL LLC

CROSS-COLLATERALIZED MORTGAGE LOANS

None.

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ANNEX D-2

EXCEPTIONS TO GOLDMAN SACHS MORTGAGE COMPANY REPRESENTATIONS AND WARRANTIES

Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
(1) Whole Loan; Ownership of Mortgage Loans	Grand Canal Shoppes (Loan No. 14)	The related Whole Loan documents prohibit transfer of the Whole Loan or any portion of it to certain specified competitors of the Mortgagors identified in the loan agreement. Pursuant to a reciprocal easement agreement to which the related Mortgaged Property is subject, Venetian Casino Resort, LLC has the right to cure certain defaults of the Mortgagors under the related Whole Loan and, in the case of acceleration of the related Whole Loan, has the right, subject to the satisfaction of certain financial covenants, to purchase the related Whole Loan at a price equal to (a) the principal balance (b) accrued and unpaid interest up to (but excluding) the date of purchase, (c) all other amounts owed under the loan documents, including, without limitation (but only to the extent so owed) (1) any unreimbursed advances made by the servicer, with interest at the applicable rate, (2) any servicing and special servicing fees, (3) any exit fees, (4) any prepayment, yield maintenance or similar premiums and (5) if the date of purchase is not a scheduled payment date, accrued and unpaid interest, from the date of purchase up to (but excluding) the scheduled payment date next succeeding the date of purchase and (d) all reasonable fees and expenses incurred by the lender in connection with the purchase.
(5) Lien; Valid Assignment	Grand Canal Shoppes (Loan No. 14)	A transfer of either the Grand Canal Shoppes or the Palazzo Shoppes portion of the Grand Canal Shoppes Mortgaged Property (other than to a lender in connection with foreclosure or delivery of a deed-in-lieu of foreclosure of a mortgage secured by the Grand Canal Shoppes Mortgaged Property or the first subsequent transferee from the lender) is subject to a right of first offer in favor of Venetian Casino Resort, LLC. Further, a transfer (other than to a lender in connection with foreclosure or delivery of a deed-in-lieu of foreclosure of a mortgage secured by the Grand Canal Shoppes Mortgaged Property or the first subsequent transferee from the lender) of the Mortgaged Property is subject to certain transfer restrictions. Any transfers after the first transfer from the lender following a foreclosure or deed in lieu thereof will be subject to such right of first offer and such transfer restrictions. In addition, leases to Venetian Casino Resort, LLC are listed as an exception to lender’s title policy and such exception is not qualified by “rights of tenants, as tenants only”.
(6) Permitted Liens; Title Insurance	Grand Canal Shoppes (Loan No. 14)	See exception to Representation and Warranty #5 above.
(8) Assignment of Leases and Rents	Grand Canal Shoppes (Loan No. 14)	See exception to Representation and Warranty #5 above.
(16) Insurance	Millennium Park Plaza (Loan No. 6) Grand Canal Shoppes (Loan No. 14) USAA Office Portfolio (Loan No. 22)	The threshold used in the Mortgage Loan documents, as it pertains to use of insurance proceeds for repair and restoration in respect of a property loss, is 5% of the original principal balance of the Mortgage Loan, or 5% of the original allocated loan amount of the affected Mortgaged Property, as applicable.

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(16) Insurance	Grand Canal Shoppes (Loan No. 14)	The Mortgage Loan documents permit a property insurance deductible of $500,000. The Mortgaged Property is part of a multiple-owner, integrated project that is subject to a reciprocal easement agreement (“REA”) among the various owners. The REA provides that, in the event of a casualty involving more than one property, the affected owners (and, to the extent provided by the REA and the related loan documents, their mortgagees) are required to consult and reasonably agree as to the cost and method of payment for restoration work, the time, and the parties to perform the necessary work. If the affected parties cannot agree within 60 days after insurance proceeds are made available for restoration, any open issues may be submitted by any party to an Independent Expert (with respect to insurance matters, “a reputable and independent Person with experience in commercial real estate insurance”) for determination. The mortgagee of any affected property may participate in any dispute involving an Independent Expert.
(16) Insurance	USAA Office Portfolio (Loan No. 22)	All policies may be issued by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having such ratings (provided that the first layers of coverage are from insurers rated at least “A” by S&P and “A2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by A.M. Best), and all such insurers are required to have ratings of not less than “BBB+” by S&P and “Baa1” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by A.M. Best)).
(16) Insurance	Millennium Park Plaza (Loan No. 6)	All policies may be issued by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having such ratings (provided that the first layers of coverage are from insurers rated at least “A-” by S&P and “A2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by A.M. Best), and all such insurers are required to have ratings of not less than “BBB” by S&P and “Baa2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A: VIII” by A.M. Best)).
(16) Insurance	Millennium Park Plaza (Loan No. 6)	The Mortgagor may continue to use Hallmark Specialty Insurance Company, rated “A- IX” with A.M. Best and Aspen Specialty Insurance Company, rated “A XV” with A.M. Best, in their current position and participation amounts within the syndicate of the property program, provided that (x) the ratings of Hallmark Specialty Insurance Company and Aspen Specialty Insurance Company are not withdrawn nor downgraded below the origination date of the Mortgage Loan and (y) at renewal of the current policy term on April 25, 2020, the Mortgagor shall replace Hallmark Specialty Insurance Company and Aspen Specialty Insurance Company with insurance companies meeting the requirements set forth above.

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(26) Recourse Obligations	Grand Canal Shoppes (Loan No. 14)	With respect to (a)(iii), a transfer is made in violation of the related terms set forth in the Mortgage Loan documents constitutes only a loss carveout instead of a full recourse carveout, and if such violation arises solely from (A) a failure to provide any required notice, no such liability will arise if the Mortgagors promptly provide such notice after notice from the lender or (B) a failure to provide any required delivery, no such liability will arise if the Mortgagors promptly provide such required delivery after notice from the lender to the extent, in the case of any require delivery, the contents of such delivery are such that the transfer in question would have been permitted pursuant to the terms and provisions of the Mortgage Loan documents. With respect to (b)(i), recourse is limited to the intentional misapplication, misappropriation or conversion by the Mortgagors, the guarantor, or any affiliates thereof. With respect to (b)(iv), the obligations and liabilities of the Mortgagors and the guarantor under the related environmental indemnity agreement will terminate two years after the earliest to occur of (A) the repayment of the Mortgage Loan in full and the satisfaction of all obligations of the Mortgagors and the guarantor under the Mortgage Loan documents (except any such obligations, such as indemnification obligations which expressly survive repayment in full of the Mortgage Loan), (B) the Mortgaged Property being defeased in accordance with the terms of the Mortgage Loan documents or (C) an indemnified party or an agent thereof will have acquired possession of or title to the Mortgaged Property by foreclosure, exercise of power of sale or deed in lieu thereof. With respect to (b)(v), recourse for physical waste is limited to physical waste to the Mortgaged Property caused by intentional acts or intentional omissions of the Mortgagors, the guarantor, or any affiliates thereof.
(27) Mortgage Releases	Grand Canal Shoppes (Loan No. 14)	The Mortgagors may obtain the release of a portion of the Mortgaged Property comprised of the approximately 84,743 square foot, three-level space currently demised to Barneys New York pursuant to the related lease, which is expected to expire on January 31, 2020, upon a bona fide sale to a third party not affiliated with the borrowers or the guarantor, upon satisfaction of certain conditions set forth in the Mortgage Loan documents, which conditions do not include requirement for a principal repayment, or partial defeasance, in each case, of not less than a specified percentage at least equal to 115% of the related allocated loan amount of such portion of the Mortgaged Property, but otherwise meet REMIC requirements regarding partial releases.

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ANNEX D-3

EXCEPTIONS TO STARWOOD MORTGAGE CAPITAL LLC REPRESENTATIONS AND WARRANTIES

Rep. No. on Annex D-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
(6) Permitted Liens; Title Insurance	Bushwick Avenue Portfolio (Loan No. 8)	Metro International Church Inc., the ground tenant at the 871 Bushwick Avenue Mortgaged Property, has a right to purchase the borrower’s fee interest in the 871 Bushwick Avenue Mortgaged Property at any time after July 1, 2028 and prior to January 1, 2029 for an amount of $95,000,000, subject to certain additional requirements as provided in the ground lease.
(17) Access; Utilities; Separate Tax Lots	StorWise Self Storage Carson City (Loan No. 49)	The Mortgaged Property is not served by a sewer or a septic. The Mortgaged Property uses an on-site portable toilet, which is routinely maintained by a contractor.
(19) No Contingent Interest or Equity Participation	CubeSmart North Bergen (Loan No. 24)	An affiliate of the lender holds a controlling equity interest in the mortgagor. The Mortgaged Property was purchased by such lender-affiliate following the foreclosure of a prior mortgage loan secured by the Mortgaged Property. Such mortgage loan was previously securitized in a trust for which LNR Partners, LLC was the special servicer.
(24) Local Law Compliance	Holiday Inn Express Portfolio (Birch Run and Brighton, MI) (Loan No. 30)	The Holiday Inn Express Birch Run Mortgaged Property is the subject of certain municipal fire code violations.
(24) Local Law Compliance	Eastgate Center (Loan No. 35)	The Mortgaged Property is the subject of certain municipal fire code violations.
(39) Organization of Mortgagor	StorWise Self Storage Yuma (Loan No. 38) StorWise Self Storage Carson City (Loan No. 49)	The mortgagors of the StorWise Self Storage Yuma Mortgage Loan and the StorWise Self Storage Carson City Mortgage Loan are affiliates of one another.
(39) Organization of Mortgagor	AAA Self Storage Greensboro (Loan No. 46) AAA Self Storage Eastchester (Loan No. 49)	The mortgagors of the AAA Self Storage Greensboro Mortgage Loan and the AAA Self Storage Eastchester Mortgage Loan are affiliates of one another.

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(40) Environmental Considerations Holiday Inn Express Portfolio (Birch Run and Brighton, MI)
(Loan No. 30) With respect to the Holiday Inn Express Brighton Mortgaged Property, the related Phase I ESA identified existing soil contamination at the Mortgaged Property. The related environmental consultant reported that a Phase I was conducted at the Mortgaged Property in 2003 which identified arsenic in the soil at levels above the regulatory residential direct contact requirement but below the regulatory nonresidential direct contact requirement. The environmental consultant noted that the contaminated soil is currently covered by a building and pavement. A due care plan was implemented at the Mortgaged Property which, among other things, requires any current or future owner of the Mortgaged Property to implement certain safety precautions in connection with any future excavation of the contaminated area at the Mortgaged Property. Due to the building and pavement covering the contaminated soil, the contamination being below the regulatory nonresidential direct contact requirements and the implementation of the due care plan, the environmental consultant considers the soil contamination to be a controlled recognized environmental condition (“CREC”). The environmental consultant recommended that the Mortgagor continue to comply with the due care plan in connection with the CREC.

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ANNEX E-1

ARGENTIC REAL ESTATE FINANCE LLC REPRESENTATIONS AND WARRANTIES

Argentic (the “Mortgage Loan Seller”) will, in its MLPA, with respect to each Mortgage Loan sold by it that is included in the issuing entity, make the representations and warranties set forth below as of the Cut-off Date or such other date specified below, in each case subject to the exceptions to those representations and warranties that are described on Annex E-2. Prior to the execution of the related final MLPA, there may be additions, subtractions or other modifications to the representations, warranties and exceptions. These representations, warranties and exceptions should not be read alone, but should only be read in conjunction with the prospectus. Capitalized terms used but not otherwise defined in this Annex E-1 will have the meanings set forth in this prospectus or, if not defined in this prospectus, in the related MLPA. For the avoidance of doubt references to “Mortgage Loan” and “Mortgage Loans” in this Annex E-1 and the related exceptions set forth in Annex E-2 exclude the GSMC Mortgage Loans and the SMC Mortgage Loans. In addition, solely for purposes of this Annex E-1 and the related exceptions set forth in Annex E-2, the term “Mortgage Loans” and “Mortgage Notes” will refer to such Mortgage Loans sold by Argentic and the related promissory note(s).

The related MLPA, together with the related representations and warranties (subject to the exceptions thereto), serves to contractually allocate risk between the related Mortgage Loan Seller, on the one hand, and the issuing entity, on the other. The representations and warranties are not intended to be disclosure statements regarding the characteristics of the related mortgage loans, Mortgaged Properties or other subjects discussed, but rather are intended as a risk allocation mechanism. We cannot assure you that the mortgage loans actually conform to the statements made in the representations and warranties that are presented below. The representations, warranties and exceptions have been provided to you for informational purposes only and prospective investors should not rely on the representations, warranties and exceptions as a basis for any investment decision. For disclosure regarding the characteristics, risks and other information regarding the mortgage loans, Mortgaged Properties and the certificates, you should read and rely solely on the prospectus. None of the depositor or the underwriters or their respective affiliates makes any representation regarding the accuracy or completeness of the representations, warranties and exceptions.

(1)Intentionally Omitted.

(2)Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan. At the time of the sale, transfer and assignment to the depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller or (with respect to any Non-Serviced Mortgage Loan) to the related Non-Serviced Trustee for the related non-serviced securitization trust), participation (it being understood that a Mortgage Loan that is part of a Whole Loan does not constitute a participation) or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to agreements among noteholders with respect to a Whole Loan), any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing or similar agreement. The Mortgage Loan Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to the depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.

(3)           Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement

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may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law and except that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment premium/yield maintenance charge)) may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth above) such limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).

Except as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.

(4)Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.

(5)Intentionally Omitted.

(6)Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such mortgage; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the Mortgagor nor the guarantor has been released from its material obligations under the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date.

(7)Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to

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or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.

(8)Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property; (f) if the related Mortgage Loan constitutes a cross-collateralized Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in the same cross-collateralized group of Mortgage Loans, and (g) condominium declarations of record and identified in such Title Policy, provided that none of clauses (a) through (g), individually or in the aggregate, materially and adversely interferes with the value or principal use of the Mortgaged Property, the security intended to be provided by such Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). For purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon. Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy. Each Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage and (b) to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.

(9)Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens (which are the subject of the representation in paragraph (7) above), and equipment and other personal property financing. The Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor other than as set forth on Schedule E-1 to this Annex E-1.

(10)Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and Title Exceptions (and, in the case of a Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of Leases constituting security for the entire Whole Loan),

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each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee.

(11)Financing Statements. Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes a valid security interest in, and a UCC-1 financing statement has been filed and/or recorded (or, in the case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary at the time of the origination of the Mortgage Loan (or, if not filed and/or recorded, has submitted or caused to be submitted in proper form for filing and/or recording) to perfect a valid security interest in, the personal property (creation and perfection of which is governed by the UCC) owned by the Mortgagor and necessary to operate such Mortgaged Property in its current use other than (1) non-material personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased equipment. Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which such financing statement was filed. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.

(12)Condition of Property. The Mortgage Loan Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date.

An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred maintenance for which escrows were established at origination and (ii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

(13)Taxes and Assessments. As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.

(14)Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.

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(15)Actions Concerning Mortgage Loan. To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy (as defined in paragraph 8), an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, and the ESA (as defined in paragraph 43), as of origination there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan documents, or (f) the current principal use of the Mortgaged Property.

(16)Escrow Deposits. All escrow deposits and escrow payments currently required to be escrowed with the Mortgagee pursuant to each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the depositor or its servicer (or, in the case of a Non-Serviced Mortgage Loan, to the related depositor under the Non-Serviced PSA or Non-Serviced Master Servicer for the related non-serviced securitization trust).

(17)No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback).

(18)Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents and having a claims-paying or financial strength rating meeting the Insurance Rating Requirements (as defined below), in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

“Insurance Ratings Requirements” means either (1) a claims paying or financial strength rating of at least “A-:VIII” from A.M. Best Company (“A.M. Best”) or “A3” (or the equivalent) from Moody’s Investors Service, Inc. (“Moody’s”) or “A-” from S&P Global Ratings (“S&P”) or (2) the Syndicate Insurance Ratings Requirements. “Syndicate Insurance Ratings Requirements” means insurance provided by a syndicate of insurers, as to which (i) if such syndicate consists of 5 or more members, at least 60% of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition of such term) and up to 40% of the coverage is provided by insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P or at least “Baa3” by Moody’s, and (ii) if such syndicate consists of 4 or fewer members, at least 75% of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition of such term) and up to 25% of the coverage is provided by insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P or at least “Baa3” by Moody’s.

Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents, by business interruption or rental loss insurance which (subject to a customary

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deductible) covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).

If any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Mortgagor is required to maintain insurance in an amount equal to the lesser of (a) the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by prudent institutional commercial mortgage lenders originating mortgage loans for securitization, (b) the outstanding principal amount of the Mortgage Loan and (c) the insurable value of the Mortgaged Property.

If the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Mortgagor is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.

The Mortgaged Property is covered, and required to be covered pursuant to the related Mortgage Loan documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

An architectural or engineering consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the seismic condition of such property, for the sole purpose of assessing the probable maximum loss or scenario expected loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such instance, the PML was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M. Best or “A3” (or the equivalent) from Moody’s or “A-” by S&P in an amount not less than 100% of the PML.

The Mortgage Loan documents require insurance proceeds (or an amount equal to such insurance proceeds) in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the related Mortgage Loan, the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon.

All premiums on all insurance policies referred to in this section that are required by the Mortgage Loan documents to be paid as of the Cut-off Date have been paid, and such insurance policies name the Mortgagee under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the trustee (or, in the case of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Trustee). Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not

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less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice has been received by the Mortgage Loan Seller.

(19)Access; Utilities; Separate Tax Parcels. Based solely on evaluation of the Title Policy (as defined in paragraph 8) and survey, if any, an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, and the ESA (as defined in paragraph 43), each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a recorded easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.

(20) No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the Title Policy obtained in connection with the origination of each Mortgage Loan, and except for encroachments that do not materially and adversely affect the current marketability or principal use of the Mortgaged Property: (a) all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured against by the applicable Title Policy; (b) no material improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that are insured against by the applicable Title Policy; and (c) no material improvements encroach upon any easements except for encroachments that are insured against by the applicable Title Policy.

(21) No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature or an equity participation by the Mortgage Loan Seller.

(22) REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including permanently affixed buildings and distinct structural components, such as wiring, plumbing systems and central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive functions and do not produce or contribute to the production of income other than consideration for the use or occupancy of space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the

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date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premiums and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.

(23)Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge or prepayment premium) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

(24)Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the issuing entity.

(25)Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.

(26)Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use, operation or value of such Mortgaged Property. In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, (c) title insurance policy coverage has been obtained with respect to any non-conforming use or structure, or (d) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property. The Mortgage Loan documents require the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.

(27)Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy and applicable governmental approvals does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan. The Mortgage Loan documents require the related Mortgagor to comply in all material respects with all applicable regulations, zoning and building laws.

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(28)Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events (or negotiated provisions of substantially similar effect): (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) the Mortgagor or guarantor shall have solicited or caused to be solicited petitioning creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) voluntary transfers of either the Mortgaged Property or controlling equity interests in the Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages resulting from the following (or negotiated provisions of substantially similar effect): (i) the Mortgagor’s misappropriation of rents after an event of default, security deposits, insurance proceeds, or condemnation awards; (ii) the Mortgagor’s fraud or intentional material misrepresentation; (iii) breaches of the environmental covenants in the Mortgage Loan documents; or (iv) the Mortgagor’s commission of intentional material physical waste at the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).

(29)Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial defeasance (as described in paragraph 34) of not less than a specified percentage at least equal to 110% of the related allocated loan amount of such portion of the Mortgaged Property, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (defined in paragraph 34 below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.

In the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, unless an opinion of counsel is delivered as specified in clause (y) of the preceding paragraph, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any

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lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans).

No such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions.

(30)Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the Mortgage Loan with (a) quarterly (other than for single-tenant properties) and annual operating statements, (b) quarterly (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential cooperative properties) for properties that have any individual lease which accounts for more than 5% of the in-place base rent, and (c) annual financial statements.

(31)Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, and to the Mortgage Loan Seller’s knowledge with respect to each Mortgage Loan of $20 million or less, as of origination the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIPRA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIPRA, or damages related thereto, except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Annex E-2; provided, that if TRIPRA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at the time of the origination of the Mortgage Loan, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.

(32)Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to the Mortgage Loan Seller, including, but not limited to, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than, or other than, a controlling interest in a Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) transfers of common stock in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs 29 and 34 herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Schedule E-1 to this Annex E-1, or future permitted mezzanine debt as set forth on Schedule E-2 to this Annex E-1 or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that

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existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan as set forth on Schedule E-3 to this Annex E-1 or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.

(33)Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Each Mortgage Loan with a Cut-off Date Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

(34)           Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment premium), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to 110% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (vi) the defeased note and the defeasance collateral are required to be assumed by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Trustee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.

(35)Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan.

(36)Ground Leases. For purposes of this Annex E-1, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner.

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With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:

(a)The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease and Related Documents permit the interest of the lessee to be encumbered by the related Mortgage and do not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since its recordation, except by any written instruments which are included in the related Mortgage File;

(b)The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease and Related Documents) that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor and lessee without the prior written consent of the Mortgagee and that any such action without such consent is not binding on the Mortgagee, its successors or assigns, provided that the Mortgagee has provided lessor with notice of its lien in accordance with the terms of the Ground Lease;

(c)The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either the Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual/360 basis, substantially amortizes);

(d)           The Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the Mortgagee on the lessor’s fee interest is subject;

(e)           Subject to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid);

(f)           The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;

(g)The Ground Lease and Related Documents require the lessor to give to the Mortgagee written notice of any default, and provide that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;

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(h)           A Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease;

(i)           The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller in connection with the origination of similar commercial or multifamily loans intended for securitization;

(j)           Under the terms of the Ground Lease and Related Documents, any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;

(k)In the case of a total or substantially total taking or loss, under the terms of the Ground Lease and Related Documents, any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

(l)           Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

(37)           Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan have been, in all respects legal and have met with customary industry standards for servicing of commercial loans for conduit loan programs.

(38)Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Annex E-1.

(39)Intentionally Omitted.

(40)No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments. To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property; provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Annex E-1. No person

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other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.

(41)Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.

(42)Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan and other than as set forth on Schedule E-4 to this Annex E-1, no Mortgage Loan has a Mortgagor that is an Affiliate of a Mortgagor with respect to another Mortgage Loan. An “Affiliate” for purposes of this paragraph (42) means, a Mortgagor that is under direct or indirect common ownership and control with another Mortgagor.

(43)Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated or contained in all material respects prior to the date hereof, and, if and as appropriate, a no further action, completion or closure letter or its equivalent was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s, S&P, Fitch Ratings, Inc. and/or A.M. Best; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.

(44)Intentionally Omitted.

(45)Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date. The appraisal is signed by an appraiser that (i) is a Member of the Appraisal Institute, and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a

 E-1-14

supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.

(46)Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to the related MLPA is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.

(47)Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except in the case of a Mortgage Loan that is part of a Whole Loan.

(48)Advance of Funds by the Mortgage Loan Seller. Except for loan proceeds advanced at the time of loan origination or other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage Loan. Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.

(49)Compliance with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan.

For purposes of this Annex E-1, “Mortgagee” means the mortgagee, grantee or beneficiary under any Mortgage, any holder of legal title to any portion of any Mortgage Loan or, if applicable, any agent or servicer on behalf of such party.

For purposes of this Annex E-1, “Mortgagor” means the obligor or obligors on a Mortgage Note, including without limitation, any person that has acquired the related Mortgaged Property and assumed the obligations of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan that utilizes an indemnity deed of trust structure, the borrower and the Mortgaged Property owner/payment guarantor/mortgagor individually and collectively, as the context may require.

For purposes of this Annex E-1, the phrases “the sponsor’s knowledge” or “the sponsor’s belief” and other words and phrases of like import mean, except where otherwise expressly set forth in these representations and warranties, the actual state of knowledge or belief of the sponsor, its officers and employees directly responsible for the underwriting, origination, servicing or sale of the Mortgage Loans regarding the matters expressly set forth in these representations and warranties in each case without having conducted any independent inquiry into such matters and without any obligation to have done so (except (i) having sent to the servicers servicing the Mortgage Loans on behalf of the sponsor, if any, specific inquiries regarding the matters referred to and (ii) as expressly set forth in these representations and warranties). All information contained in documents which are part of or required to be part of a Mortgage File (to the extent such documents exist) shall be deemed within the sponsor’s knowledge.

 E-1-15

Schedule E-1 to Annex E-1

MORTGAGE LOANS WITH EXISTING MEZZANINE DEBT

ARGENTIC REAL ESTATE FINANCE LLC

None.

 E-1-16

Schedule E-2 to Annex E-1

MORTGAGE LOANS WITH RESPECT TO WHICH MEZZANINE DEBT
IS PERMITTED IN THE FUTURE

ARGENTIC REAL ESTATE FINANCE LLC

Loan No.	Mortgage Loan
5	New Jersey Center of Excellence
17	Hotel Clermont

 E-1-17

Schedule E-3 to Annex E-1

CROSS-COLLATERALIZED MORTGAGE LOANS

ARGENTIC REAL ESTATE FINANCE LLC

None.

 E-1-18

ANNEX E-2

EXCEPTIONS TO ARGENTIC REAL ESTATE FINANCE LLC REPRESENTATIONS AND WARRANTIES

Rep. No. on Annex E-1	Mortgage Loan and Number as Identified on Annex A-1	Description of Exception
(7) Lien; Valid  Assignment	New Jersey Center of Excellence (Loan No. 5)	No syndication, participation or sale may be made to Vornado Realty Trust, Starwood Capital, and certain individuals and their family members as set forth in the Mortgage Loan documents, or to any entity majority owned or controlled by any such restricted entity or person, except in connection with a securitization.
(7) Lien; Valid Assignment (8) Permitted Liens; Title Insurance	SoCal Retail Portfolio (Loan No. 1)	A tenant or tenants at each of The Springs, Food 4 Less – Target Center, Baldwin Park Promenade, Lynwood Plaza, Loma Vista and Hawthorne Plaza Mortgaged Properties has a right of first offer and/or right of first refusal to purchase the related Mortgaged Property in the event of a proposed transfer of such Mortgaged Property. None of such rights of first offer or rights of first refusal are applicable to a transfer of (i) any of the related Mortgaged Properties in connection with any foreclosure sale, deed-in-lieu of foreclosure or other similar sale or (ii) the entire portfolio of Mortgaged Properties.
(7) Lien; Valid Assignment (8) Permitted Liens; Title Insurance	Washington Avenue Portfolio (Loan No. 12)	Clear Channel Outdoor, Inc. currently leases billboard space at one of the buildings at the Mortgaged Property.  In the related lease, the Mortgagor granted the tenant a right of first refusal for the use or purchase of any portion of the Mortgaged Property on substantially similar terms to the initial offer.
(7) Lien; Valid Assignment (8) Permitted Liens; Title Insurance	180 N. Main Street (Loan No. 31)	Tenant The Stop & Shop Supermarket Company LLC has a right of first refusal to purchase the Mortgaged Property if the Mortgagor receives an acceptable bona fide offer to purchase the Mortgaged Property.  Such right of first refusal is not applicable to a transfer to the Mortgagee or a deed-in-lieu of foreclosure or trustee’s deed in connection with a foreclosure action by the Mortgagee or a transfer from the Mortgagee to a third party.
(7) Lien; Valid Assignment (8) Permitted Liens; Title Insurance	WestPark Industrial (Loan No. 42)	The Tupelo Airport Authority has a right of first refusal to purchase the Mortgaged Property if the Mortgagor receives a bona fide offer to purchase the Mortgaged Property.
(18) Insurance	New Jersey Center of Excellence (Loan No. 5)	The Mortgage Loan documents may permit the related Mortgagor to cause the insurance required at the related Mortgaged Property under the Mortgage Loan documents to be maintained by a tenant at the related Mortgaged Property.
(18) Insurance	New Jersey Center of Excellence (Loan No. 5)	The Mortgage Loan documents permit the related Mortgagor to cause the insurance required at the related Mortgaged Property under the Mortgage Loan documents to be maintained by the condominium association.
(18) Insurance	American Metro Center (Loan No. 25)	Pursuant to the American Metro Center master lease, the master tenant, an affiliate of the Mortgagor, is responsible for certain insurance obligations with respect to the Mortgaged Property.
(18) Insurance	180 N. Main Street (Loan No. 31)	Tenant The Stop & Shop Supermarket Company LLC provides all property and liability insurance coverage for the Mortgaged Property.
(26) Local Law Compliance	East Village Multifamily Portfolio (Loan No. 15)	The 129 First Avenue, 143 First Avenue, 165-167 Avenue A, 191-193 Avenue A, 201 East 2nd Street, 211 Avenue A, 435 East 12th Street and 500 East 11th Street Mortgaged Properties are the subject of certain outstanding building code violations.
(26) Local Law Compliance	Dorel Laredo (Loan No. 9)	The Mortgaged Property is subject to certain outstanding fire code violations.
(26) Local Law Compliance	Washington Avenue Portfolio (Loan No. 12)	The buildings at the Mortgaged Property are the subject of certain outstanding building, zoning, planning or code violations.

E-2-1

(26) Local Law Compliance	Washington Avenue Portfolio (Loan No. 12)	The conforming status of the Mortgaged Properties was determined based upon (i) information provided by the City of Houston and (ii) representations of the Mortgagor in the Mortgage Loan documents to the effect that the Mortgaged Properties and the uses thereof comply in all material respects with parking, building and applicable zoning and land use laws, codes, regulations and ordinances.
(26) Local Law Compliance	Lakeview Apartments (Loan No. 21)	The Mortgaged Property is subject to certain outstanding fire code violations.
(26) Local Law Compliance	Kingston Square (Loan No. 37)	The Mortgaged Property is legal non-conforming as to use.  The use of the Mortgaged Property as a shopping center requires a special exception in the applicable zoning district.
(26) Local Law Compliance	208 East 95th Street (Loan No. 44)	The Mortgaged Property is subject to certain outstanding building, zoning, planning and code violations issued by the Environmental Control Board, the New York City Department of Buildings and the New York State Division of Housing and Community Renewal, including the conversion of a cellar into a duplex without the necessary permits (the “208 Outstanding Violations”).  The Mortgagor covenanted under the related Mortgage Loan documents to use commercially reasonable efforts to correct, cure and remove all such 208 Outstanding Violations affecting the Mortgaged Property (the “208 Violations Cure”) and deliver written evidence thereof to the lender by February 1, 2020, subject to extension if (i) the lender determines that the Mortgagor is using commercially reasonable and diligent efforts to complete the 208 Violations Cure and (ii) there is no material adverse effect as a result of the continued existence of such 208 Outstanding Violations.  Failure to comply with such covenant constitutes an event of default under the Mortgage Loan documents.
(27) Licenses and Permits	Glendale Galleria (Loan No. 29)	As of origination, the Mortgagor did not have a transaction privilege tax license from the State of Arizona.  The Mortgagor covenanted in the Mortgage Loan documents to provide such a license within 30 days of origination.
(30) Financial Reporting and Rent Rolls	709 Science Drive (Loan No. 16)	The Mortgage Loan does not require the Mortgagor to provide the owner or holder of the Mortgage Loan with annual operating statements.
(33) Single-Purpose Entity	1950-2000 Alameda de las Pulgas (Loan No. 3)	The Cut-off Date Balance of the Mortgage Loan is over $30 million; however, no non-consolidation opinion was obtained.

E-2-2

ANNEX F

CLASS A-AB SCHEDULED PRINCIPAL BALANCE SCHEDULE

Distribution Date	Balance ($)
12/10/2019	20,542,000.00
1/10/2020	20,542,000.00
2/10/2020	20,542,000.00
3/10/2020	20,542,000.00
4/10/2020	20,542,000.00
5/10/2020	20,542,000.00
6/10/2020	20,542,000.00
7/10/2020	20,542,000.00
8/10/2020	20,542,000.00
9/10/2020	20,542,000.00
10/10/2020	20,542,000.00
11/10/2020	20,542,000.00
12/10/2020	20,542,000.00
1/10/2021	20,542,000.00
2/10/2021	20,542,000.00
3/10/2021	20,542,000.00
4/10/2021	20,542,000.00
5/10/2021	20,542,000.00
6/10/2021	20,542,000.00
7/10/2021	20,542,000.00
8/10/2021	20,542,000.00
9/10/2021	20,542,000.00
10/10/2021	20,542,000.00
11/10/2021	20,542,000.00
12/10/2021	20,542,000.00
1/10/2022	20,542,000.00
2/10/2022	20,542,000.00
3/10/2022	20,542,000.00
4/10/2022	20,542,000.00
5/10/2022	20,542,000.00
6/10/2022	20,542,000.00
7/10/2022	20,542,000.00
8/10/2022	20,542,000.00
9/10/2022	20,542,000.00
10/10/2022	20,542,000.00
11/10/2022	20,542,000.00
12/10/2022	20,542,000.00
1/10/2023	20,542,000.00
2/10/2023	20,542,000.00
3/10/2023	20,542,000.00
4/10/2023	20,542,000.00
5/10/2023	20,542,000.00
6/10/2023	20,542,000.00
7/10/2023	20,542,000.00
8/10/2023	20,542,000.00
9/10/2023	20,542,000.00
10/10/2023	20,542,000.00
11/10/2023	20,542,000.00
12/10/2023	20,542,000.00
1/10/2024	20,542,000.00
2/10/2024	20,542,000.00
3/10/2024	20,542,000.00
4/10/2024	20,542,000.00
5/10/2024	20,542,000.00
6/10/2024	20,542,000.00
7/10/2024	20,542,000.00
8/10/2024	20,542,000.00

Distribution Date	Balance ($)
9/10/2024	20,542,000.00
10/10/2024	20,542,000.00
11/10/2024	20,541,288.06
12/10/2024	20,152,461.61
1/10/2025	19,786,042.20
2/10/2025	19,418,348.27
3/10/2025	18,978,474.66
4/10/2025	18,607,971.41
5/10/2025	18,212,636.72
6/10/2025	17,839,469.37
7/10/2025	17,441,547.49
8/10/2025	17,065,697.66
9/10/2025	16,688,540.31
10/10/2025	16,286,743.65
11/10/2025	15,906,876.31
12/10/2025	15,502,447.91
1/10/2026	15,119,851.89
2/10/2026	14,735,924.75
3/10/2026	14,281,337.60
4/10/2026	13,894,492.88
5/10/2026	13,483,288.53
6/10/2026	13,093,667.01
7/10/2026	12,679,766.03
8/10/2026	12,287,348.55
9/10/2026	11,893,565.59
10/10/2026	11,475,034.01
11/10/2026	11,122,820.88
12/10/2026	10,749,294.12
1/10/2027	10,394,514.36
2/10/2027	10,038,479.91
3/10/2027	9,621,353.28
4/10/2027	9,262,584.23
5/10/2027	8,882,690.51
6/10/2027	8,521,308.95
7/10/2027	8,138,878.01
8/10/2027	7,774,865.64
9/10/2027	7,409,565.80
10/10/2027	7,023,329.52
11/10/2027	6,655,371.46
12/10/2027	6,266,553.57
1/10/2028	5,895,918.68
2/10/2028	5,523,972.81
3/10/2028	5,111,852.79
4/10/2028	4,737,133.39
5/10/2028	4,341,749.04
6/10/2028	3,964,305.49
7/10/2028	3,566,275.50
8/10/2028	3,186,088.73
9/10/2028	2,804,557.05
10/10/2028	2,402,556.76
11/10/2028	2,018,253.24
12/10/2028	1,613,561.00
1/10/2029	1,226,466.24
2/10/2029	838,002.04
3/10/2029	391,480.03
4/10/2029	61.70
5/10/2029 and thereafter	0.00

F-1

(THIS PAGE INTENTIONALLY LEFT BLANK)

No dealer, salesman or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS

Summary of Certificates	3
Important Notice Regarding the Offered Certificates	12
Important Notice About Information Presented in This Prospectus	13
Summary of Terms	21
Risk Factors	55
Description of the Mortgage Pool	134
Transaction Parties	202
Credit Risk Retention	238
Description of the Certificates	249
Description of the Mortgage Loan Purchase Agreements	283
Pooling and Servicing Agreement	292
Certain Legal Aspects of Mortgage Loans	394
Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties	410
Pending Legal Proceedings Involving Transaction Parties	412
Use of Proceeds	413
Yield, Prepayment and Maturity Considerations	413
Material Federal Income Tax Considerations	426
Certain State and Local and Foreign Tax Considerations	438
Method of Distribution (Conflicts of Interest)	438
Incorporation of Certain Information by Reference	440
Where You Can Find More Information	440
Financial Information	441
Certain ERISA Considerations	441
Legal Investment	445
Legal Matters	446
Ratings	446
Index of Defined Terms	448

Dealers will be required to deliver a prospectus when acting as underwriters of these certificates and with respect to unsold allotments or subscriptions. In addition, all dealers selling these certificates will deliver a prospectus until the date that is ninety days from the date of this prospectus.

$756,206,000
(Approximate)

GS Mortgage Securities
Corporation II
(Central Index Key Number 0001004158)
Depositor

GS Mortgage Securities Trust
2019-GSA1

(Central Index Key Number 0001789954)
Issuing Entity

Commercial Mortgage Pass-Through
Certificates, Series 2019-GSA1

Class A-1	$	14,908,000
Class A-2	$	26,937,000
Class A-3	$102,466,000 – $	240,796,000
Class A-4	$301,782,000 – $	440,112,000
Class A-AB	$	20,542,000
Class X-A	$	679,505,000
Class X-B	$	76,701,000
Class A-S	$	74,540,000
Class B	$	39,971,000
Class C	$	36,730,000

PROSPECTUS

Goldman Sachs & Co. LLC
Lead Manager and Sole Bookrunner

Drexel Hamilton
Co-Manager

October       , 2019