Common use of Acceptance by the Trustee and the Certificate Administrator Clause in Contracts

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that it holds and shall hold or shall cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners and the Companion Loan Holders. (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee that (i) each original Trust Note specified in clause (i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian on its behalf; and (ii) such original Trust Note has been reviewed by the Certificate Administrator or a Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related Party), (B) appears to have been executed and (C) purports to relate to the Trust Loan. The Certificate Administrator agrees to review or cause a Custodian on its behalf to review the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Loan Sellers, the Depositor, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the Certificate Administrator nor any Custodian on its behalf shall have any responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the Certificate Administrator nor any Custodian on its behalf shall be under any duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Property. (c) Upon the first anniversary of the Closing Date, the Certificate Administrator shall deliver to the Depositor, the Loan Sellers, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related Loan Seller, as applicable, to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from the failure to deliver the document described in clause (i) of Section 2.1(b) or any document described in clauses (iii)(B), (iii)(D) or (iii)(K) of Section 2.1(b), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trust’s sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements. The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on its behalf) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on its behalf) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor and the Loan Sellers, in each case within ten Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the MAD Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request. If the Depositor or a Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer, as applicable.

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it by the Depositor of the Trust Loan Fund in good faith without notice of adverse claims and the Certificate Administrator Custodian declares that it holds and shall will hold or shall will cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners Certificateholders and the Companion Loan Holders. (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee its acceptance of its appointment hereunder as Custodian and, in such capacity, that (i) each the original Trust Note Notes specified in clause (i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian on its behalfCustodian; and (ii) such original Trust Note has Notes have been reviewed by the Certificate Administrator or a Custodian on its behalf and (A) appears appear regular on its their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related PartyBorrower), (B) appears appear to have been executed and (C) purports purport to relate to the Trust Mortgage Loan. The Certificate Administrator Custodian agrees to review or cause a Custodian on its behalf to review be reviewed the Mortgage Loan File within 30 thirty (30) days after the Closing Date, and to deliver to the Loan SellersDepositor, the DepositorCompanion Loan Holders, the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event), the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Whole Loan. Neither the Certificate Administrator nor any The Custodian on its behalf shall have any no responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the Certificate Administrator nor any The Custodian on its behalf shall be under any no duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Mortgaged Property. If the Depositor cannot deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (ii)(B), (C) and (I) of Section 2.1(b) with evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a delay caused by the public filing or recording office where such document or instrument has been delivered for filing or recordation, the delivery requirements of Section 2.1 shall be deemed to have been satisfied on a provisional basis as of the Delivery Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable title insurance company or the Mortgage Loan Sellers to be a true and complete copy of the original thereof submitted for filing or recording) is delivered to the Custodian on or before the Delivery Date, and either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s office, in the case of the documents and/or instruments referred to in clause (ii)(B), (C) and (I) of Section 2.1(b) to be a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian within 180 days of the Closing Date (or within such longer period, not to exceed 18 months, after the Closing Date as the Custodian shall consent to so long as the Depositor provides a certification in writing to the Custodian no less often than every 90 days that it is attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such original or photocopy). (c) Upon the first anniversary of the Closing Date, the Certificate Administrator Custodian shall deliver to the Depositor, the Loan Sellers, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related the Mortgage Loan Seller, as applicable, Sellers to (1) repurchase such the Mortgage Loan Seller’s Loan Seller Percentage Interest in the Trust Loan from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Mortgage Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from with respect to the failure to deliver the document documents described in clause (i) of Section 2.1(b) or any document and the documents described in clauses (iii)(B), ii)(B) and (iii)(D) or (iii)(KC) of Section 2.1(b), which Defect shall be deemed to be a Material Document Defect, and (y) or a Defect that causes relates to the Trust Mortgage Loan to be being other than a Qualified Mortgage“qualified mortgage” within the meaning of Code Section 860G(a)(3)) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgageeLender’s rights or remedies under the Trust Mortgage Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Mortgage Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Mortgage Loan; or (D) any immediate significant servicing obligations, including without limitation, making a claim under a title policy. The TrustTrustee’s sole remedy against the any Mortgage Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Mortgage Loan Purchase Agreements. The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on its behalf) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on its behalf) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of a Repurchase Request (the Trust Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the receiving Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”) or such a Repurchase Request or Repurchase Request Withdrawal is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request Withdrawal (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor Depositor, the Companion Loan Holders and the Mortgage Loan Sellers, in each case within ten (10) Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Request is received or the date any withdrawal Communication of the Repurchase Request or Repurchase Request Withdrawal is received, as applicable, and (iiiii) in the case of a Repurchase Request, (A) the identity of the Person making such Repurchase Request, (B) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (ivC) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust The Mortgage Loan Purchase Agreement shall will provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Mortgage Loan Seller Sellers and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB Act and any other requirement of law or regulation and (ii)(Aii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase RequestCommunication of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly forward or otherwise provide written notice such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal to the Servicer (oror to the Special Servicer, if relating to the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing), to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase RequestRequest Withdrawal” under Section 2.2 of the Trust and Servicing this Agreement relating to the MAD Commercial Mortgage BXP Trust 20192021-650M601L, Commercial Mortgage Pass-Through Certificates, Series 20192021-650M 601L requiring action by you as the “recipient of such Repurchase Request Recipient” or Repurchase Request Withdrawal thereunder.” Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal by the Servicer or the Special Servicer, as applicable pursuant to the prior sentenceapplicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase RequestCommunication of such Repurchase Request or Repurchase Request Withdrawal, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase RequestRequest or Repurchase Request Withdrawal. If the Depositor or a Responsible Officer of Depositor, the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request Withdrawal of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal Repurchase Request Withdrawal to the Servicer or the Special Servicer, as applicable. In the event that the Mortgage Loan is repurchased or replaced pursuant to Section 2.9, the Servicer or Special Servicer shall promptly notify the Depositor, the Certificate Administrator and the Trustee of such repurchase or replacement.

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that it holds and shall hold or shall cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners and the Companion Loan Holders. (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee that (i) each original Trust Note specified in clause (i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian on its behalf; and (ii) such original Trust Note has been reviewed by the Certificate Administrator or a Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related Party), (B) appears to have been executed and (C) purports to relate to the Trust Loan. The Certificate Administrator agrees to review or cause a Custodian on its behalf to review the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Loan Sellers, the Depositor, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the Certificate Administrator nor any Custodian on its behalf shall have any responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the Certificate Administrator nor any Custodian on its behalf shall be under any duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Property. (c) Upon the first anniversary of the Closing Date, the Certificate Administrator shall deliver to the Depositor, the Loan Sellers, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related Loan Seller, as applicable, to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from the failure to deliver the document described in clause (i) of Section 2.1(b) or any document described in clauses (iii)(B), (iii)(Diii)(C) or (iii)(K) of Section 2.1(b), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trust’s sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements. The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on its behalf) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on its behalf) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor and the Loan Sellers, in each case within ten Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the MAD BX Commercial Mortgage Trust 20192020-650MVIVA, Commercial Mortgage Pass-Through Certificates, Series 20192020-650M VIVA requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request. If the Depositor or a Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer, as applicable.

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that that, in its capacity as Custodian, it holds and shall will hold or shall will cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners Certificateholders and the Companion Loan Holders. (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee Administrator, in its capacity as Custodian, that (i) each the original Trust Note Loan Notes specified in clause (ib)(i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian on its behalfCustodian; and (ii) such original Trust Note has Notes have been reviewed by the Certificate Administrator or a Custodian on its behalf and (A) appears appear regular on its their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related PartyLoan Borrower), (B) appears appear to have been executed and (C) purports purport to relate to the Trust Loan. The Certificate Administrator Custodian agrees to review or cause a Custodian on its behalf to review be reviewed the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Depositor, the Loan Sellers, the DepositorTrustee, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the Certificate Administrator nor any The Custodian on its behalf shall have any no responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the Certificate Administrator nor any The Custodian on its behalf shall be under any no duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the PropertyProperties. (c) Upon the first anniversary of the Closing Date, the Certificate Administrator Custodian shall (i) deliver to the Depositor, the Trustee, the Loan Sellers, the Loan Borrowers, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage File and (ii) request that the Loan File, whereupon, within 90 days, the Depositor shall either: (i) Sellers cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related Loan Seller, as applicable, to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from the failure to deliver the document described in clause (i) of Section 2.1(b) or any document described in clauses (iii)(B), (iii)(D) or (iii)(K) of Section 2.1(b), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trust’s sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements. The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on its behalf) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on its behalf) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor and the Loan Sellers, in each case within ten Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the MAD Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request. If the Depositor or a Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer, as applicable.

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that it holds and shall hold or shall cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners and the Companion Loan HoldersHolder(s). (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee that (i) each original Trust Note specified in clause (i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian on (in its behalfcapacity as the Custodian); and (ii) such original Trust Note has been reviewed by the Certificate Administrator or a Custodian on (in its behalf capacity as the Custodian) and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related Party), (B) appears to have been executed and (C) purports to relate to the Trust Loan. The Certificate Administrator (in its capacity as the Custodian) agrees to review or cause a Custodian on its behalf to review the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Loan Sellers, the Depositor, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the The Certificate Administrator nor any Custodian on (in its behalf capacity as the Custodian) shall not have any responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the The Certificate Administrator nor any Custodian on (in its behalf capacity as the Custodian) shall not be under any duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the PropertyProperties. (c) Upon the first anniversary of the Closing Date, the Certificate Administrator shall deliver to the Depositor, the Loan Sellers, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each the related Loan Seller, as applicable, Seller to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan (or the allocable portion thereof) from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from with respect to the failure to deliver the document described in clause related Notes, Mortgages, Assignments of Mortgage, title insurance policies, ground lease(s) (i) of Section 2.1(bif any) or any document described in clauses PILOT lease(s) (iii)(B), (iii)(Dif any) or (iii)(K) required to be part of Section 2.1(b)the Mortgage Loan File, which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the any Borrower or a third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. Also notwithstanding anything to the contrary herein, the failure to deliver UCC financing statements with respect to the Trust Loan shall not be considered a Material Document Defect. The Trust’s sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements. The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on in its behalfcapacity as the Custodian) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on in its behalfcapacity as the Custodian) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan (or the allocable portion thereof) because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor and the Loan Sellers, in each case within ten Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the Propertysubject Property or Properties, (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the MAD BX Commercial Mortgage Trust 20192024-650MBIO2, Commercial Mortgage Pass-Through Certificates, Series 20192024-650M BIO2 requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request. If the Depositor or a Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer, as applicable.

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that it holds and shall hold or shall cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners Certificateholders and the Companion Loan HoldersHolder(s). (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee that (i) each original Trust Note specified in clause (i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian (in its capacity as the Custodian) (provided that any allonges specified in subclause (i)(B) of the definition of “Mortgage Loan File” may be delivered to the Certificate Administrator (in its capacity as the Custodian) in electronic format on its behalfthe Closing Date, with originals to follow within two (2) Business Days after the Closing Date); and (ii) such original Trust Note has been reviewed by the Certificate Administrator or a Custodian on (in its behalf capacity as the Custodian) and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related Party), (B) appears to have been executed and (C) purports to relate to the Trust Loan. The Certificate Administrator (in its capacity as the Custodian) agrees to review or cause a Custodian on its behalf to review the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Loan Sellers, the Depositor, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the The Certificate Administrator nor any Custodian on (in its behalf capacity as the Custodian) shall not have any responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the The Certificate Administrator nor any Custodian on (in its behalf capacity as the Custodian) shall not be under any duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the PropertyProperties. (c) Upon the first anniversary of the Closing Date, the Certificate Administrator shall deliver to the Depositor, the Loan Sellers, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related Loan Seller, as applicable, applicable to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan (or the allocable portion thereof) from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from with respect to the failure to deliver the document described in clause related Notes, Mortgages, Assignments of Mortgage, title insurance policies, ground lease(s) (i) of Section 2.1(bif any) or any document described in clauses (iii)(B), (iii)(D) or (iii)(K) of Section 2.1(bPILOT lease(s), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. Also notwithstanding anything to the contrary herein, the failure to deliver UCC financing statements with respect to the Trust Loan shall not be considered a Material Document Defect. The Trust’s sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements. The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on in its behalfcapacity as the Custodian) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on in its behalfcapacity as the Custodian) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan (or the allocable portion thereof) because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor and the Loan Sellers, in each case within ten (10) Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the Propertysubject Property (or Properties), (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the MAD ILPT Commercial Mortgage Trust 20192022-650MLPFX, Commercial Mortgage Pass-Through Certificates, Series 20192022-650M LPFX requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request. If the Depositor or a Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer, as applicable.

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that it holds and shall hold or shall cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners Certificateholders and the Companion Loan HoldersHolder(s). (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee that (i) each original Trust Note specified in clause (i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian on its behalf (provided that any allonges specified in clause (i) of the definition of “Mortgage Loan File” may be delivered to the Certificate Administrator (or a Custodian on its behalf) in electronic format on the Closing Date, with originals to follow within two (2) Business Days after the Closing Date); and (ii) such original Trust Note has been reviewed by the Certificate Administrator or a Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related Party), (B) appears to have been executed and (C) purports to relate to the Trust Loan. The Certificate Administrator agrees to review or cause a Custodian on its behalf to review the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Loan Sellers, the Depositor, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the Certificate Administrator nor any Custodian on its behalf shall have any responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the Certificate Administrator nor any Custodian on its behalf shall be under any duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Property. (c) Upon the first anniversary of the Closing Date, the Certificate Administrator shall deliver to the Depositor, the Loan Sellers, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related Loan Seller, as applicable, applicable to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from the failure to deliver the document described in clause (i) of Section 2.1(b) or any document described in clauses (iii)(B), (iii)(Diii)(C), (iii)(H), (iii)(I), (iii)(K) or (iii)(Kiii)(L) of Section 2.1(b), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trust’s sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements. The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on its behalf) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on its behalf) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor and the Loan SellersSeller, in each case within ten (10) Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the MAD NYC Commercial Mortgage Trust 20192021-650M909, Commercial Mortgage Pass-Through Certificates, Series 20192021-650M 909 requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request. If the Depositor or a Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer, as applicable.

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that that, in its capacity as Custodian, it holds and shall will hold or shall will cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners Certificateholders and the Companion Loan Holders. (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee Administrator, in its capacity as Custodian, that (i) each the original Trust Note Loan Notes specified in clause (ib)(i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian on its behalfCustodian; and (ii) such original Trust Note has Notes have been reviewed by the Certificate Administrator or a Custodian on its behalf and (A) appears appear regular on its their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related PartyLoan Borrower), (B) appears appear to have been executed and (C) purports purport to relate to the Trust Loan. The Certificate Administrator Custodian agrees to review or cause a Custodian on its behalf to review be reviewed the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Loan SellersDepositor, the DepositorSponsor, the Trustee, the Servicer and the Special Servicer a report (substantially in the form of Exhibit CC) certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the Certificate Administrator nor any The Custodian on its behalf shall have any no responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the Certificate Administrator nor any The Custodian on its behalf shall be under any no duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Property. (c) Upon the first anniversary of the Closing Date, the Certificate Administrator Custodian shall (i) deliver to the Depositor, the Trustee, the Sponsor, the Loan SellersBorrower, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, File and (ii) request that the Depositor shall either: (i) Sponsor cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related Loan Seller, as applicable, to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from the failure to deliver the document described in clause (i) of Section 2.1(b) or any document described in clauses (iii)(B), (iii)(D) or (iii)(K) of Section 2.1(b), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trust’s sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements. The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on its behalf) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on its behalf) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor and the Loan Sellers, in each case within ten Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the MAD Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request. If the Depositor or a Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer, as applicable.

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that that, in its capacity as custodian (the “Custodian”), it holds and shall will hold or shall will cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners Certificateholders and the Companion Loan Holders. (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee Administrator, in its capacity as Custodian, that (i) each the original Trust Note A-1 and Note B as specified in clause (ib)(i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian on its behalfCustodian; and (ii) such original Trust Note has Notes have been reviewed by the Certificate Administrator or a Custodian on its behalf and (A) appears appear regular on its their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related PartyLoan Borrower), (B) appears appear to have been executed and (C) purports purport to relate to the Trust Loan. The Certificate Administrator Custodian agrees to review or cause a Custodian on its behalf to review be reviewed the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Loan SellersDepositor, the DepositorLoan Seller, the Trustee, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the Certificate Administrator nor any The Custodian on its behalf shall have any no responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the Certificate Administrator nor any The Custodian on its behalf shall be under any no duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the PropertyProperties. (c) Upon the first anniversary of the Closing Date, the Certificate Administrator Custodian shall (i) deliver to the Depositor, the Trustee, the Loan SellersSeller, the Loan Borrowers, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage File and (ii) request that the Loan File, whereupon, within 90 days, the Depositor shall either: (i) Seller cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related Loan Seller, as applicable, to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from the failure to deliver the document described in clause (i) of Section 2.1(b) or any document described in clauses (iii)(B), (iii)(D) or (iii)(K) of Section 2.1(b), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trust’s sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements. The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on its behalf) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on its behalf) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor and the Loan Sellers, in each case within ten Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the MAD Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request. If the Depositor or a Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer, as applicable.

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that it holds and shall hold or shall cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners Certificateholders and the Companion Loan HoldersHolder(s). (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee that (i) each original Trust Note specified in clause (i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian on (in its behalfcapacity as the Custodian); and (ii) such original Trust Note has been reviewed by the Certificate Administrator or a Custodian on (in its behalf capacity as the Custodian) and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related Party), (B) appears to have been executed and (C) purports to relate to the Trust Loan. The Certificate Administrator (in its capacity as the Custodian) agrees to review or cause a Custodian on its behalf to review the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Loan Sellers, the Depositor, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the The Certificate Administrator nor any Custodian on (in its behalf capacity as the Custodian) shall not have any responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the The Certificate Administrator nor any Custodian on (in its behalf capacity as the Custodian) shall not be under any duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Property. (c) Upon the first anniversary of the Closing Date, the Certificate Administrator shall deliver to the Depositor, the Loan Sellers, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related Loan Seller, as applicable, applicable to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from with respect to the failure to deliver the document described in clause related Notes, Mortgage, Assignment of Mortgage, Assignment of Leases, assignment of Assignment of Leases, title insurance policies, ground lease(s) (i) of Section 2.1(bif any) or any document described in clauses PILOT lease(s) (iii)(B), (iii)(D) or (iii)(K) of Section 2.1(bif any), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trust’s sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements. The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on in its behalfcapacity as the Custodian) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on in its behalfcapacity as the Custodian) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor and the Loan SellersSeller, in each case within ten (10) Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the MAD BWAY Commercial Mortgage Trust 20192022-650M26BW, Commercial Mortgage Pass-Through Certificates, Series 20192022-650M 26BW requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request. If the Depositor or a Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer, as applicable.

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that that, in its capacity as Custodian, it holds and shall will hold or shall will cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners Certificateholders and the Companion Loan Holders. (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee Administrator, in its capacity as Custodian, that (i) each the original Trust Note X-0, Xxxx X-0, Xxxx X-0 and Note B-2 as specified in clause (ib)(i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian on its behalfCustodian; and (ii) such original Trust Note has Notes have been reviewed by the Certificate Administrator or a Custodian on its behalf and (A) appears appear regular on its their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related PartyLoan Borrower), (B) appears appear to have been executed and (C) purports purport to relate to the Trust Loan. The Certificate Administrator Custodian agrees to review or cause a Custodian on its behalf to review be reviewed the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Depositor, the Loan Sellers, the DepositorTrustee, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the Certificate Administrator nor any The Custodian on its behalf shall have any no responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the Certificate Administrator nor any The Custodian on its behalf shall be under any no duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Property. (c) Upon the first anniversary of the Closing Date, the Certificate Administrator Custodian shall (i) deliver to the Depositor, the Trustee, the Loan Sellers, the Loan Borrower, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage File and (ii) request that the Loan File, whereupon, within 90 days, the Depositor shall either: (i) Sellers cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related Loan Seller, as applicable, to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from the failure to deliver the document described in clause (i) of Section 2.1(b) or any document described in clauses (iii)(B), (iii)(D) or (iii)(K) of Section 2.1(b), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trust’s sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements. The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on its behalf) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on its behalf) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor and the Loan Sellers, in each case within ten Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the MAD Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request. If the Depositor or a Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer, as applicable.

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that that, in its capacity as Custodian, it holds and shall will hold or shall will cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners Certificateholders and the Companion Loan Holders. (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee Administrator, in its capacity as Custodian, that (i) each the original Trust Note A-1 and Note B as specified in clause (ib)(i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian on its behalfCustodian; and (ii) such original Trust Note has Notes have been reviewed by the Certificate Administrator or a Custodian on its behalf and (A) appears appear regular on its their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related PartyLoan Borrower), (B) appears appear to have been executed and (C) purports purport to relate to the Trust Loan. The Certificate Administrator Custodian agrees to review or cause a Custodian on its behalf to review be reviewed the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Loan SellersDepositor, the DepositorLoan Seller, the Trustee, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the Certificate Administrator nor any The Custodian on its behalf shall have any no responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the Certificate Administrator nor any The Custodian on its behalf shall be under any no duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Property. (c) Upon the first anniversary of the Closing Date, the Certificate Administrator Custodian shall (i) deliver to the Depositor, the Trustee, the Loan SellersSeller, the Loan Borrower, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage File and (ii) request that the Loan File, whereupon, within 90 days, the Depositor shall either: (i) Seller cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related Loan Seller, as applicable, to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from the failure to deliver the document described in clause (i) of Section 2.1(b) or any document described in clauses (iii)(B), (iii)(D) or (iii)(K) of Section 2.1(b), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trust’s sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements. The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on its behalf) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on its behalf) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor and the Loan Sellers, in each case within ten Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the MAD Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request. If the Depositor or a Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer, as applicable.

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it by the Depositor of the Trust Loan Fund in good faith without notice of adverse claims and the Certificate Administrator Custodian declares that it holds and shall will hold or shall will cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners Certificateholders and the Companion Loan HoldersHolder. (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee its acceptance of its appointment hereunder as Custodian and, in such capacity, that (i) each the original Trust Note Notes specified in clause (i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian on its behalfCustodian; and (ii) such original Trust Note has Notes have been reviewed by the Certificate Administrator or a Custodian on its behalf and (A) appears appear regular on its their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related PartyBorrower), (B) appears appear to have been executed and (C) purports purport to relate to the Trust Mortgage Loan. The Certificate Administrator Custodian agrees to review or cause a Custodian on its behalf to review be reviewed the Mortgage Loan File within 30 thirty (30) days after the Closing Date, and to deliver to the Loan SellersDepositor, the DepositorCompanion Loan Holder, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the Certificate Administrator nor any The Custodian on its behalf shall have any no responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the Certificate Administrator nor any The Custodian on its behalf shall be under any no duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Property. If the Depositor cannot deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (ii)(B), (C) and (H) of Section 2.1(b) with evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a delay caused by the public filing or recording office where such document or instrument has been delivered for filing or recordation, the delivery requirements of Section 2.1 shall be deemed to have been satisfied on a provisional basis as of the Delivery Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable title insurance company or any Loan Seller to be a true and complete copy of the original thereof submitted for filing or recording) is delivered to the Custodian on or before the Delivery Date, and either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s office, in the case of the documents and/or instruments referred to in clause (ii)(B), (C) and (H) of Section 2.1(b) to be a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian within 180 days of the Closing Date (or within such longer period, not to exceed 18 months, after the Closing Date as the Custodian shall consent to so long as the Depositor provides a certification in writing to the Custodian no less often than every 90 days that it is attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such original or photocopy). (c) Upon the first anniversary of the Closing Date, the Certificate Administrator Custodian shall deliver to the Depositor, the Loan Sellers, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related the Loan Seller, as applicable, Sellers to (1) repurchase such the Mortgage Loan Seller’s Loan Seller Percentage Interest in the Trust Loan from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from with respect to the failure to deliver the document documents described in clause (i) of Section 2.1(b) or any document and the documents described in clauses (iii)(Bii)(B), (iii)(DC) or and (iii)(KH) of Section 2.1(b), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Mortgage Loan; (B) defending any claim asserted by the Borrower any borrower or third party with respect to the Trust Mortgage Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Mortgage Loan; or (D) any immediate significant servicing obligations. The TrustTrustee’s sole remedy against the any Loan Sellers Seller in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements. The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on its behalf) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on its behalf) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of a Repurchase Request (the Trust Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the receiving Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”) or such a Repurchase Request or Repurchase Request Withdrawal is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request Withdrawal (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor Depositor, the Companion Loan Holder and the Loan Sellers, in each case within ten (10) Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Request is received or the date any withdrawal Communication of the Repurchase Request or Repurchase Request Withdrawal is received, as applicable, and (iii) in the case of a Repurchase Request, (A) the identity of the Person making such Repurchase Request, (B) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (ivC) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust The Loan Purchase Agreement shall will provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller Sellers and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB Act and any other requirement of law or regulation and (ii)(Aii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase RequestCommunication of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly forward or otherwise provide written notice such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal to the Servicer (oror to the Special Servicer, if relating to the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing), to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase RequestRequest Withdrawal” under Section 2.2 of the Trust and Servicing Agreement relating to the MAD Commercial Mortgage Houston Galleria Mall Trust 20192015-650MHGLR, Commercial Mortgage Pass-Through Certificates, Series 20192015-650M HGLR requiring action by you as the “recipient of such Repurchase Request Recipient” or Repurchase Request Withdrawal thereunder.” Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal by the Servicer or the Special Servicer, as applicable pursuant to the prior sentenceapplicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase RequestCommunication of such Repurchase Request or Repurchase Request Withdrawal, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase RequestRequest or Repurchase Request Withdrawal. If the Depositor or a Responsible Officer of Depositor, the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request Withdrawal of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal Repurchase Request Withdrawal to the Servicer or the Special Servicer, as applicable. In the event that the Property is repurchased or replaced pursuant to Section 2.7, the Servicer or Special Servicer shall promptly notify the Depositor, the Certificate Administrator and the Trustee of such repurchase or replacement.

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that it holds and shall hold or shall cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners Certificateholders and the Companion Loan Holders. (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee that (i) each original Trust Note specified in clause (i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian on its behalfappointed by it; and (ii) each such original Trust Note has been reviewed by the Certificate Administrator or a Custodian on its behalf appointed by it and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related Party), (B) appears to have been executed and (C) purports to relate to the Trust Mortgage Loan. The Certificate Administrator (or a Custodian appointed by it) agrees to review or cause a Custodian on its behalf to review be reviewed the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Loan SellersSeller, the Depositor, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the Certificate Administrator nor any Custodian on its behalf appointed by it shall have any responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the Certificate Administrator nor any Custodian on its behalf appointed by it shall be under any duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Property. (c) Upon the first anniversary of the Closing Date, the Certificate Administrator shall deliver to the Depositor, the Loan SellersSeller, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related the Loan Seller, as applicable, Seller to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan (or the allocable portion thereof) from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from the failure to deliver the document described in clause (i) of Section 2.1(b) or any document and the documents described in clauses (iii)(B), (iii)(D) or and (iii)(Kiii)(J) of Section 2.1(b), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the any Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trust’s sole remedy against the Loan Sellers Seller in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase AgreementsAgreement. The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on its behalfappointed by it) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on its behalfappointed by it) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor and the Loan SellersSeller, in each case within ten Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each The Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Trust Loan while a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the MAD Citigroup Commercial Mortgage Trust 20192020-650M555, Commercial Mortgage Pass-Through Certificates, Series 20192020-650M 555 requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request. If the Depositor or a Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer, as applicable.

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that it holds and shall hold or shall cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners Certificateholders and the Companion Loan HoldersHolder(s). (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee that (i) each original Trust Note specified in clause (i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian on its behalf; and (ii) such original Trust Note has been reviewed by the Certificate Administrator or a Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related Party), (B) appears to have been executed and (C) purports to relate to the Trust Loan. The Certificate Administrator agrees to review or cause a Custodian on its behalf to review the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Loan SellersSeller, the Depositor, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the Certificate Administrator nor any Custodian on its behalf shall have any responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the Certificate Administrator nor any Custodian on its behalf shall be under any duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Property. (c) Upon the first anniversary of the Closing Date, the Certificate Administrator shall deliver to the Depositor, the Loan SellersSeller, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related the Loan Seller, as applicable, Seller to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from the failure to deliver the document described in clause (i) of Section 2.1(b) or any document described in clauses (iii)(B), (iii)(Diii)(C) or (iii)(Kiii)(J) of Section 2.1(b), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trust’s sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements. The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on its behalf) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on its behalf) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor and the Loan Sellers, in each case within ten Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the MAD Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request. If the Depositor or a Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer, as applicable.servicing

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that it holds and shall hold or shall cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners and the Companion Loan Holders. (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee that (i) each original Trust Note specified in clause (i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian on its behalf; and (ii) such original Trust Note has been reviewed by the Certificate Administrator or a Custodian on its behalf and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related Party), (B) appears to have been executed and (C) purports to relate to the Trust Loan. The Certificate Administrator agrees to review or cause a Custodian on its behalf to review the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Loan Sellers, the Depositor, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the Certificate Administrator nor any Custodian on its behalf shall have any responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the Certificate Administrator nor any Custodian on its behalf shall be under any duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Property. (c) Upon the first anniversary of the Closing Date, the Certificate Administrator shall deliver to the Depositor, the Loan Sellers, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related Loan Seller, as applicable, to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from the failure to deliver the document described in clause (i) of Section 2.1(b) or any document described in clauses (iii)(B), (iii)(D) or (iii)(Kiii)(O) of Section 2.1(b), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trust’s sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements. The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on its behalf) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on its behalf) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor and the Loan Sellers, in each case within ten Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the MAD Commercial Mortgage Trust 2019-650M, Commercial Mortgage Pass-Through Certificates, Series 2019-650M requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request. If the Depositor or a Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer, as applicable.

Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that it holds and shall will hold or shall will cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to the Certificate Administrator or a Custodian appointed by it) in trust), upon the conditions herein set forth, for the use and benefit of all present and future Trust Interest Owners Certificateholders and the Companion Loan Holders. (b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of that with respect to the Trustee that Trust Loan (i) each the original Trust Note Notes specified in clause (iA) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a the Custodian on its behalf; and (ii) such original Trust Note has Notes have been reviewed by the Certificate Administrator or a the Custodian on its behalf and (A) appears appear regular on its their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related PartyBorrower), (B) appears appear to have been executed and (C) purports purport to relate to the Trust Loan. The Certificate Administrator agrees to review or cause a Custodian on its behalf to review be reviewed the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Depositor, the Trustee, the Loan Sellers, the DepositorCompanion Loan Holders, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. Neither the The Certificate Administrator nor any Custodian on its behalf shall have any no responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). Neither the The Certificate Administrator nor any Custodian on its behalf shall be under any no duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Property. (c) Upon the first anniversary of the Closing Date, the Certificate Administrator shall deliver to the Depositor, the Trustee, the Loan Sellers, the Companion Loan Holders, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related Loan Seller, as applicable, to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from the failure to deliver the document described in clause (i) of Section 2.1(b) or any document described in clauses (iii)(B), (iii)(D) or (iii)(K) of Section 2.1(b), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trust’s sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements. The Certificate Administrator Agreements and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian on its behalf) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required contemplated by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian on its behalf) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms 2.6 of this Agreement. (d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of a Repurchase Request (the Trust Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the receiving Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor Depositor, the Companion Loan Holders and the Loan Sellers, in each case within ten Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means. Each Rule 15Ga-1 Notice shall include (i) the identity of the PropertyTrust Loan, (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicableapplicable and (iii) in the case of a Repurchase Request, (iiiA) the identity of the Person making such Repurchase Request, (B) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (ivC) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue comply with such Repurchase Request. A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement shall will provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller and Depositor or their respective Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(Aii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Trust such Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice. In the event that the Depositor, the Trustee Certificate Administrator or the Certificate Administrator Trustee receives a Repurchase Request or a withdrawal of a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request or withdrawal of a Repurchase Request, as the case may be, to the Servicer (or, if relating to the Mortgage Trust Loan while a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) , and include the following statement in the related correspondence: “This is a “[Repurchase Request]/[withdrawal of a Repurchase Request]” under Section 2.2 of the Trust and Servicing Agreement relating to the MAD Citigroup Commercial Mortgage Trust 20192013-650M375P, Commercial Mortgage Pass-Through Certificates, Series 20192013-650M 375P requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request or withdrawal of a Repurchase Request by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request or withdrawal of a Repurchase Request, as the case may be, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request. If the Depositor or a Responsible Officer of the Trustee or Depositor, the Certificate Administrator or the Trustee receives notice or has knowledge (or a Responsible Officer has actual knowledge in the case of the Certificate Administrator or the Trustee) of a withdrawal of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer, as applicable.