Exhibit
                            4.1


 


EXECUTION VERSION

 

BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.,
as Depositor

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Master Servicer

 

CWCAPITAL ASSET MANAGEMENT LLC,
as Special Servicer

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Certificate Administrator

 

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee

 

and

 

PARK BRIDGE LENDER SERVICES LLC,
as Operating Advisor and as Asset Representations Reviewer

 





 



  


POOLING AND SERVICING AGREEMENT

 

Dated as of June 1, 2020

 





 



 


Commercial Mortgage Pass-Through Certificates
Series 2020-BNK27

 

 



     


     


    

 

TABLE OF CONTENTS

 



 

	



	 	Page
	 	 
	Article I
	 	 
	
DEFINITIONS

	
6


	 	 
	
Section 1.01

	
Defined Terms

	
6


	
Section 1.02

	
Certain Calculations

	
133


	
 

	
 

	
 


	
Article II


	
 


	
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

	
134


	
 

	
 

	
 


	
Section 2.01

	
Conveyance of Mortgage Loans

	
134


	
Section 2.02

	
Acceptance by Trustee

	
142


	
Section 2.03

	
Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties

	
147


	
Section 2.04

	
Execution of Certificates; Issuance of Lower-Tier Regular Interests

	
164


	
Section 2.05

	
Creation of the Grantor Trust

	
165


	
 

	
 

	
 


	
Article III


	
 


	
ADMINISTRATION AND SERVICING OF THE TRUST FUND

	
165


	
 

	
 


	
Section 3.01

	
The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties

	
165


	
Section 3.02

	
Collection of Mortgage Loan Payments

	
173


	
Section 3.03

	
Collection of Taxes, Assessments and Similar Items; Servicing Accounts

	
179


	
Section 3.04

	
The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account

	
184


	
Section 3.05

	
Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account

	
190


	
Section 3.06

	
Investment of Funds in the Collection Account, the REO Accounts and Loss of Value Reserve Fund

	
201


	
Section 3.07

	
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage

	
203




 

    -i-


     

    


	
Section 3.08

	
Enforcement of Due-on-Sale Clauses; Assumption Agreements

	
209


	
Section 3.09

	
Realization Upon Defaulted Loans and Companion Loans

	
215


	
Section 3.10

	
Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files

	
219


	
Section 3.11

	
Servicing Compensation

	
220


	
Section 3.12

	
Inspections; Collection of Financial Statements

	
227


	
Section 3.13

	
Access to Certain Information

	
232


	
Section 3.14

	
Title to REO Property; REO Account

	
246


	
Section 3.15

	
Management of REO Property

	
248


	
Section 3.16

	
Sale of Defaulted Loans and REO Properties

	
250


	
Section 3.17

	
Additional Obligations of Master Servicer and Special Servicer

	
257


	
Section 3.18

	
Modifications, Waivers, Amendments and Consents

	
260


	
Section 3.19

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

	
273


	
Section 3.20

	
Sub-Servicing Agreements

	
281


	
Section 3.21

	
Interest Reserve Account

	
284


	
Section 3.22

	
Directing Certificateholder and Operating Advisor Contact with the Master Servicer and the Special Servicer

	
284


	
Section 3.23

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

	
285


	
Section 3.24

	
Intercreditor Agreements

	
290


	
Section 3.25

	
Rating Agency Confirmation

	
293


	
Section 3.26

	
The Operating Advisor

	
295


	
Section 3.27

	
Companion Paying Agent

	
303


	
Section 3.28

	
Serviced Companion Noteholder Register

	
303


	
Section 3.29

	
Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans

	
304


	
Section 3.30

	
Certain Matters with Respect to Joint Mortgage Loans

	
306


	
Section 3.31

	
[RESERVED]

	
311


	
Section 3.32

	
[RESERVED]

	
311


	
Section 3.33

	
Delivery of Excluded Information to the Certificate Administrator

	
311


	
 

	
 

	
 


	
Article IV


	
 


	
DISTRIBUTIONS TO CERTIFICATEHOLDERS

	
312


	
 

	
 


	
Section 4.01

	
Distributions

	
312


	
Section 4.02

	
Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney

	
326


	
Section 4.03

	
P&I Advances

	
333


	
Section 4.04

	
Allocation of Realized Losses

	
336


	
Section 4.05

	
Appraisal Reduction Amounts; Collateral Deficiency Amounts

	
337


	
Section 4.06

	
Grantor Trust Reporting

	
343


	
Section 4.07

	
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool

	
344




 

    -ii-


     

    


	
Section 4.08

	
Secure Data Room

	
347


	
 

	
 

	
 


	
Article V


	
 


	
THE CERTIFICATES

	
348


	
 

	
 


	
Section 5.01

	
The Certificates

	
348


	
Section 5.02

	
Form and Registration

	
349


	
Section 5.03

	
Registration of Transfer and Exchange of Certificates

	
352


	
Section 5.04

	
Mutilated, Destroyed, Lost or Stolen Certificates

	
361


	
Section 5.05

	
Persons Deemed Owners

	
361


	
Section 5.06

	
Access to List of Certificateholders’ Names and Addresses; Special Notices

	
362


	
Section 5.07

	
Maintenance of Office or Agency

	
363


	
Section 5.08

	
Appointment of Certificate Administrator

	
363


	
Section 5.09

	
[RESERVED]

	
364


	
Section 5.10

	
Voting Procedures

	
364


	
Section 5.11

	
Exchangeable Certificates

	
365


	
 

	
 

	
 


	
Article VI


	
 


	
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, the asset representations reviewer, THE DIRECTING CERTIFICATEHOLDER AND THE Risk Retention Consultation Party

	
367


	
 

	
 


	
Section 6.01

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

	
367


	
Section 6.02

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

	
373


	
Section 6.03

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

	
373


	
Section 6.04

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

	
375


	
Section 6.05

	
Depositor, Master Servicer and Special Servicer Not to Resign

	
381


	
Section 6.06

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

	
382


	
Section 6.07

	
The Master Servicer and the Special Servicer as Certificate Owner

	
382


	
Section 6.08

	
The Directing Certificateholder and the Risk Retention Consultation Party

	
383


	
Section 6.09

	
Knowledge of Wells Fargo Bank, National Association

	
391




 

    -iii-


     

    


	
Article VII


	
 


	
SERVICER TERMINATION EVENTS

	
392


	
 

	
 


	
Section 7.01

	
Servicer Termination Events; Master Servicer and Special Servicer Termination

	
392


	
Section 7.02

	
Trustee to Act; Appointment of Successor

	
400


	
Section 7.03

	
Notification to Certificateholders

	
402


	
Section 7.04

	
Waiver of Servicer Termination Events

	
402


	
Section 7.05

	
Trustee as Maker of Advances

	
403


	
 


	
Article VIII


	
 

	
 


	
CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

	
403


	
 

	
 


	
Section 8.01

	
Duties of the Trustee and the Certificate Administrator

	
403


	
Section 8.02

	
Certain Matters Affecting the Trustee and the Certificate Administrator

	
405


	
Section 8.03

	
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans

	
407


	
Section 8.04

	
Trustee or Certificate Administrator May Own Certificates

	
407


	
Section 8.05

	
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator

	
408


	
Section 8.06

	
Eligibility Requirements for Trustee and Certificate Administrator

	
409


	
Section 8.07

	
Resignation and Removal of the Trustee and Certificate Administrator

	
410


	
Section 8.08

	
Successor Trustee or Certificate Administrator

	
412


	
Section 8.09

	
Merger or Consolidation of Trustee or Certificate Administrator

	
413


	
Section 8.10

	
Appointment of Co-Trustee or Separate Trustee

	
413


	
Section 8.11

	
Appointment of Custodians

	
414


	
Section 8.12

	
Representations and Warranties of the Trustee

	
415


	
Section 8.13

	
Provision of Information to Certificate Administrator, Master Servicer and Special Servicer

	
416


	
Section 8.14

	
Representations and Warranties of the Certificate Administrator

	
416


	
Section 8.15

	
Compliance with the PATRIOT Act

	
417


	
 

	
 

	
 


	
Article IX


	
 


	
TERMINATION

	
418


	
 

	
 


	
Section 9.01

	
Termination upon Repurchase or Liquidation of All Mortgage Loans

	
418


	
Section 9.02

	
Additional Termination Requirements

	
422


	
 

	
 

	
 


	
Article X


	
 


	
ADDITIONAL REMIC PROVISIONS

	
 

	
422


	
 

	
 

	
 


	
Section 10.01

	
REMIC Administration

	
422




 

 



    -iv-


     

    

 

	
Section 10.02

	
Use of Agents

	
426


	
Section 10.03

	
Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator

	
427


	
Section 10.04

	
Appointment of REMIC Administrators

	
427


	
 

	
 

	
 


	
Article XI


	
 


	
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

	
428


	
 

	
 


	
Section 11.01

	
Intent of the Parties; Reasonableness

	
428


	
Section 11.02

	
Succession; Subcontractors

	
429


	
Section 11.03

	
Filing Obligations

	
431


	
Section 11.04

	
Form 10-D and Form ABS-EE Filings

	
432


	
Section 11.05

	
Form 10-K Filings

	
436


	
Section 11.06

	
Sarbanes-Oxley Certification

	
438


	
Section 11.07

	
Form 8-K Filings

	
440


	
Section 11.08

	
Form 15 Filing

	
442


	
Section 11.09

	
Annual Compliance Statements

	
442


	
Section 11.10

	
Annual Reports on Assessment of Compliance with Servicing Criteria

	
444


	
Section 11.11

	
Annual Independent Public Accountants’ Attestation Report

	
446


	
Section 11.12

	
Indemnification

	
447


	
Section 11.13

	
Amendments

	
450


	
Section 11.14

	
Regulation AB Notices

	
450


	
Section 11.15

	
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans

	
450


	
Section 11.16

	
Certain Matters Regarding Significant Obligors

	
456


	
Section 11.17

	
Impact of Cure Period

	
456


	
 

	
 

	
 


	
Article XII


	
 


	
THE ASSET REPRESENTATIONS REVIEWER

	
456


	
 

	
 


	
Section 12.01

	
Asset Review

	
456


	
Section 12.02

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

	
463


	
Section 12.03

	
Resignation of the Asset Representations Reviewer

	
464


	
Section 12.04

	
Restrictions of the Asset Representations Reviewer

	
464


	
Section 12.05

	
Termination of the Asset Representations Reviewer

	
464


	
 

	
 

	
 


	
Article XIII


	
 


	
MISCELLANEOUS PROVISIONS

	
467


	
 

	
 


	
Section 13.01

	
Amendment

	
467


	
Section 13.02

	
Recordation of Agreement; Counterparts

	
472


	
Section 13.03

	
Limitation on Rights of Certificateholders

	
473




 

    -v-


     

    


	
Section 13.04

	
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

	
474


	
Section 13.05

	
Notices

	
475


	
Section 13.06

	
Severability of Provisions

	
481


	
Section 13.07

	
Grant of a Security Interest

	
481


	
Section 13.08

	
Successors and Assigns; Third Party Beneficiaries

	
482


	
Section 13.09

	
Article and Section Headings

	
482


	
Section 13.10

	
Notices to the Rating Agencies

	
483


	
 

	
 

	
 




 

    -vi-


     

    


	
EXHIBITS

	
 


	 	 
	
EXHIBIT A-1

	
Form of Certificate (Other than Class R and Class V Certificates)


	
EXHIBIT A-2

	
Form of Class R Certificate


	
EXHIBIT A-3

	
Form of Class V Certificate


	
EXHIBIT A-4

	
Form of RR Interest


	
EXHIBIT B

	
Mortgage Loan Schedule


	
EXHIBIT C

	
Form of Investment Representation Letter


	
EXHIBIT D-1

	
Form of Transferee Affidavit for Transfers of Class R Certificates


	
EXHIBIT D-2

	
Form of Transferor Letter for Transfers of Class R Certificates


	
EXHIBIT D-3

	
Form of Transferee Certificate for Transfers of RR Interest


	
EXHIBIT D-4

	
Form of Transferor Certificate for Transfers of RR Interest


	
EXHIBIT E

	
Form of Request for Release


	
EXHIBIT F-1

	
Form of ERISA Representation Letter Regarding ERISA Restricted Certificates


	
EXHIBIT F-2

	
Form of ERISA Representation Letter Regarding Class R Certificates and Class V Certificates


	
EXHIBIT G

	
Form of Distribution Date Statement


	
EXHIBIT H

	
Form of Omnibus Assignment


	
EXHIBIT I

	
Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate During Restricted Period


	
EXHIBIT J

	
Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After Restricted Period


	
EXHIBIT K

	
Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate During Restricted Period


	
EXHIBIT L

	
Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate After Restricted Period


	
EXHIBIT M

	
Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate


	
EXHIBIT N

	
Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate


	
EXHIBIT O

	
Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate


	
EXHIBIT P-1A

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


	
EXHIBIT P-1B

	
Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)


	
EXHIBIT P-1C

	
Form of Investor Certification for Borrower Party (for Persons Other than the Directing Certificateholder, the Risk Retention Consultation Party and/or a Controlling Class Certificateholder)


	
EXHIBIT P-1D

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


	
EXHIBIT P-1E

	
Form of Notice of Excluded Controlling Class Holder


	
EXHIBIT P-1F

	
Form of Notice of [Excluded Loan] [Excluded Controlling Class Holder] to Certificate Administrator


	
EXHIBIT P-1G

	
Form of Certification of the Directing Certificateholder




 

 



    -vii-


     

    

 

	
EXHIBIT P-1H

	
Form of Certification of the Risk Retention Consultation Party


	
EXHIBIT P-2

	
Form of Certification for NRSROs


	
EXHIBIT P-3

	
Online Market Data Provider Certification


	
EXHIBIT Q

	
Custodian Certification/Exception Report


	
EXHIBIT R-1

	
Form of Power of Attorney – Master Servicer


	
EXHIBIT R-2

	
Form of Power of Attorney – Special Servicer


	
EXHIBIT S

	
Initial Serviced Companion Noteholders


	
EXHIBIT T

	
Form of Notice Relating to the Non-Serviced Mortgage Loan


	
EXHIBIT U

	
Form of Notice and Certification Regarding Defeasance of Mortgage Loan


	
EXHIBIT V

	
Form of Operating Advisor Annual Report


	
EXHIBIT W

	
Form of Notice from Operating Advisor Recommending Replacement of the Special Servicer


	
EXHIBIT X

	
Form of Confidentiality Agreement


	
EXHIBIT Y

	
Form Certification to be Provided with Form 10-K


	
EXHIBIT Y-1

	
Form of Certification to be Provided to Depositor by Certificate Administrator


	
EXHIBIT Y-2

	
Form of Certification to be Provided to Depositor by Master Servicer


	
EXHIBIT Y-3

	
Form of Certification to be Provided to Depositor by Special Servicer


	
EXHIBIT Y-4

	
Form of Certification to be Provided to Depositor by Trustee


	
EXHIBIT Y-5

	
Form of Certification to be Provided to Depositor by Operating Advisor


	
EXHIBIT Y-6

	
Form of Certification to be Provided to Depositor by Custodian


	
EXHIBIT Y-7

	
Form of Certification to be Provided to Depositor by Asset Representations Reviewer


	
EXHIBIT Z

	
Servicing Criteria to be Addressed in Assessment of Compliance


	
EXHIBIT AA

	
Additional Form 10-D Disclosure


	
EXHIBIT BB

	
Additional Form 10-K Disclosure


	
EXHIBIT CC

	
Form 8-K Disclosure Information


	
EXHIBIT DD

	
Additional Disclosure Notification


	
EXHIBIT EE

	
Initial Sub-Servicers


	
EXHIBIT FF

	
Servicing Function Participants


	
EXHIBIT GG

	
Form of Annual Compliance Statement


	
EXHIBIT HH

	
Form of Report on Assessment of Compliance with Servicing Criteria


	
EXHIBIT II

	
CREFC® Payment Information


	
EXHIBIT JJ

	
Form of Notice of Additional Indebtedness Notification


	
EXHIBIT KK

	
[Reserved]


	
EXHIBIT LL

	
Additional Disclosure Notification (Accounts)


	
EXHIBIT MM

	
Form of Notice of Purchase of Controlling Class Certificate


	
EXHIBIT NN

	
Form of Asset Review Report by the Asset Representations Reviewer


	
EXHIBIT OO

	
Form of Asset Review Report Summary


	
EXHIBIT PP

	
Asset Review Procedures


	
EXHIBIT QQ

	
Form of Certification to Certificate Administrator Requesting Access to Secure Data Room


	
EXHIBIT RR

	
Form of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]


	
EXHIBIT SS

	
Form of Exchange Letter


	
EXHIBIT TT

	
Form of Certificate Administrator Receipt of the RR Interest




 

    -viii-


     

    


	
SCHEDULES

	
 


	 	 
	
SCHEDULE 1

	
Mortgage Loans With Additional Debt


	
SCHEDULE 2

	
Class A-SB Planned Principal Balance Schedule


	
SCHEDULE 3

	
Specified Mortgage Loans With Escrows or Reserves




 

 



    -ix-


     

    

 


This Pooling and Servicing Agreement is dated and effective as of June 1, 2020, between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, National Cooperative Bank, N.A., Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.

 

PRELIMINARY STATEMENT

 

The Depositor intends to sell commercial mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes (each, a “Class”), which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage loans. As provided herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated portions of the Trust (exclusive of the Excess Interest and the proceeds thereof in the Excess Interest Distribution Account) for federal income tax purposes as two (2) separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier REMIC”, and each a “Trust REMIC” as described herein).

 

In addition, the parties intend that the portion of the Trust Fund consisting of the Grantor Trust Designated Portions shall be classified as a “trust” under section 301.7701-4(c) of the Treasury Regulations and that the holders of the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class V Certificates and the RR Interest shall be treated as holding undivided beneficial ownership interests in the corresponding Grantor Trust Designated Portion, under subpart E, part I of subchapter J of the Code (such arrangement, the “Grantor Trust”). The Certificate Administrator shall take all actions expressly required hereunder to ensure that the Grantor Trust remains classified as a trust and that the holders of the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, Class V Certificates and RR Interest continue to be the owners of their corresponding Grantor Trust Designated Portions for federal income tax purposes. The Grantor Trust shall not be treated as part of either Trust REMIC.

 

The Depositor intends to sell the Certificates to the Underwriters and the Initial Purchasers.

 

LOWER-TIER REMIC

 

The Lower-Tier REMIC will hold the Mortgage Loans (exclusive of Excess Interest) and will issue the Class LA1, Class LASB, Class LA4, Class LA5, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH and LRR Uncertificated Interests (the “Lower-Tier Regular Interests”), which will be the “regular interests” in the Lower-Tier REMIC for purposes of the REMIC Provisions. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole Class of “residual interests” in the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates.

 

 



 

 



 

The following table sets forth the Original Lower-Tier Principal Amounts and per annum rates of interest for the Lower-Tier Regular Interests and the Class LR Interest:

 



	Class
    Designation 	 	Interest
    Rate 	 	Original
    Lower-Tier

    Principal Amount 
	Class
    LA1	 	(1)	 	$ 	2,528,000	 
	Class
    LASB	 	(1)	 	$ 	4,339,000	 
	Class
    LA4	 	(1)	 	$ 	130,000,000	 
	Class
    LA5	 	(1)	 	$ 	274,008,000	 
	Class
    LAS	 	(1)	 	$ 	68,968,000	 
	Class
    LB	 	(1)	 	$ 	24,213,000	 
	Class
    LC	 	(1)	 	$ 	21,277,000	 
	Class
    LD	 	(1)	 	$ 	16,875,000	 
	Class
    LE	 	(1)	 	$ 	5,870,000	 
	Class
    LF	 	(1)	 	$ 	10,272,000	 
	Class
    LG	 	(1)	 	$ 	5,869,000	 
	Class
    LH	 	(1)	 	$ 	22,745,784	 
	Class
    LR	 	None(2)	 	None(2)
	LRR	 	(1)	 	$ 	30,892,883.40	 




 





 






	
(1)

	The
interest rate for each Class of Lower-Tier Regular Interests on any Distribution Date will be the Weighted Average Net Mortgage
Rate for such Distribution Date.




 

	(2)

	The
Class LR Interest (evidenced by the Class R Certificates) will not have a Certificate Balance or Notional Amount, will not bear
interest and will not be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Aggregate Available
Funds remaining in the Lower-Tier REMIC Distribution Account after distributing the Lower-Tier Distribution Amount will be deemed
distributed to the Class LR Interest and shall be payable to the Holders of the Class R Certificates.




 

UPPER-TIER REMIC

 

The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue (i) the Class A-1, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class X-D, Class E, Class F, Class G and Class H Certificates, (ii) the Class A-4, Class A-4-X1, Class A-4-X2, Class A-5, Class A-5-X1, Class A-5-X2, Class A-S, Class A-S-X1 and Class A-S-X2 Upper-Tier Regular Interests (the “Exchangeable Upper-Tier Regular Interests”) and (iii) the RR Interest (exclusive of the portion of the RR Interest representing an interest in the Grantor Trust), each of which will represent a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions. Other than with respect to the RR Interest, each regular interest that is represented by a Regular Certificate or an Exchangeable Upper-Tier Regular Interest will have the same alphanumeric designation and initial pass-through rate, principal balance and entitlements as such Regular Certificate, as described below under the caption “The Regular Certificates and Exchangeable Upper-Tier Regular Interests.”

 

The Upper-Tier
REMIC will also issue the uncertificated Class UR Interest, which will be the sole Class of “residual interests”
in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The Class R
Certificates will not have a Certificate Balance or a Notional Amount, bear interest or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges. Any Aggregate Available Funds

 

 



    -2- 


     


    

 

 remaining in the Upper Tier REMIC Distribution Account, after all required distributions under this Agreement have been made to each Class of Regular Certificates and Exchangeable Upper-Tier Regular Interests will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class R Certificates.

 

THE REGULAR CERTIFICATES AND EXCHANGEABLE UPPER-TIER REGULAR INTERESTS

 

The following table (and related paragraphs) sets forth the designation, the initial Pass-Through Rate and the aggregate initial principal amount (the “Original Certificate Balance”) or Notional Amount (the “Original Notional Amount”), as applicable, for each Class of Regular Certificates and Exchangeable Upper-Tier Regular Interests:

 

	
Designation of Regular 

Certificate and 

Exchangeable Upper-Tier 

Regular Interest 

	
 

	
Initial Pass-Through Rate 

	
 

	
Original Certificate Balance or 

Notional Amount 


	
Class A-1

	
 

	
1.122000%

	
 

	
$2,528,000


	
Class A-SB

	
 

	
2.263000%

	
 

	
$4,339,000


	
Class A-4

	
 

	
0.901000%

	
 

	
$130,000,000


	
Class A-4-X1

	
 

	
0.500000%

	
 

	
$130,000,000(2)


	
Class A-4-X2

	
 

	
0.500000%

	
 

	
$130,000,000(2)


	
Class A-5

	
 

	
1.144000%

	
 

	
$274,008,000


	
Class A-5-X1

	
 

	
0.500000%

	
 

	
$274,008,000(2)


	
Class A-5-X2

	
 

	
0.500000%

	
 

	
$274,008,000(2)


	
Class X-A

	
 

	
1.16184%(1)

	
 

	
$410,875,000(2)


	
Class X-B

	
 

	
0.58068%(1)

	
 

	
$93,181,000(2)


	
Class A-S

	
 

	
1.551000%

	
 

	
$68,968,000


	
Class A-S-X1

	
 

	
0.500000%

	
 

	
$68,968,000(2)


	
Class A-S-X2

	
 

	
0.500000%

	
 

	
$68,968,000(2)


	
Class B

	
 

	
2.906000%

	
 

	
$24,213,000


	
Class C

	
 

	
3.223931%

	
 

	
$21,277,000


	
Class D

	
 

	
2.500000%

	
 

	
$16,875,000


	
Class X-D

	
 

	
0.72393%(1)

	
 

	
$16,875,000(2)


	
Class E

	
 

	
3.223931%

	
 

	
$5,870,000


	
Class F

	
 

	
3.223931%

	
 

	
$10,272,000


	
Class G

	
 

	
3.223931%

	
 

	
$5,869,000


	
Class H

	
 

	
3.223931%

	
 

	
$22,745,784


	
RR Interest

	
 

	
None(3)

	
 

	
$30,892,883.40


	
 

	
 

	
 

	
 

	
 




 


 






	
(1)

	The
Pass-Through Rates for the Class X-A, Class X-B and Class X-D Certificates will be calculated in accordance with the definition
of “Class X-A Pass-Through Rate”, “Class X-B Pass-Through Rate” and “Class X-D Pass-Through Rate”,
respectively.




  


	(2)

	None
of the Class X-A, Class X-B or Class X-D Certificates or the Class A-4-X1, Class A-4-X2, Class A-5-X1, Class A-5-X2, Class A-S-X1
or Class A-S-X2 Upper-Tier Regular Interests will have a Certificate Balance or be entitled to distributions of principal; rather,
such Classes will accrue interest as provided herein on the Notional Amount thereof.








    -3- 


     


    

  

	(3)

	The
RR Interest will be entitled to interest on any Distribution Date equal to the Retained Certificate Interest Distribution Amount.
It will also be entitled to amounts described below under the caption “The Grantor Trust”.




 

The foregoing structure is intended to cause all of the cash from the Mortgage Loans to flow through to the Upper-Tier REMIC (exclusive of Excess Interest) as cash flow on the Regular Certificates and the Exchangeable Upper-Tier Regular Interests, without creating any shortfall, actual or potential (other than for credit losses), to any REMIC regular interests. To the extent that the structure is believed to diverge from such intention, the parties identifying such ambiguity shall notify the other parties hereto and the parties involved will resolve such ambiguities to accomplish the intended result and will to the extent necessary rectify any drafting errors or seek clarification to the structure without Certificateholder approval (but with guidance of counsel) to accomplish such intention, including, to the extent necessary, making any amendments in accordance with Section 13.01 of this Agreement.

 

THE GRANTOR TRUST

 

The following table sets forth each Class of Certificates that represents an undivided beneficial interest in the corresponding portion of the Grantor Trust (each such portion, a “Grantor Trust Designated Portion”).

 

	
Class of Certificates  

	
 

	
Corresponding Grantor Trust Designated 

Portion


	
Each Class of Exchangeable Certificates

	
 

	
The related Exchangeable Class Specific Grantor Trust Assets


	
Class V Certificates

	
 

	
Class V Specific Grantor Trust Assets


	
RR Interest

	
 

	
RR Interest Specific Grantor Trust Assets




 

As provided herein, the Certificate Administrator shall not take any actions that would (i) cause the Grantor Trust not to be classified as a trust under the Code, (ii) cause the holders of such Classes of Certificates not to be the owners of their Grantor Trust Designated Portions or (iii) cause the Grantor Trust to be treated as part of any Trust REMIC. The Class V Certificates will not have a Certificate Balance or a Notional Amount, bear interest or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges.

 

As of the close of
business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal
due on or before such date, whether or not received, equal to $617,857,668. 

 



    -4- 


     


    

 

WHOLE LOANS

 

	Whole
Loan

	Type

	Non-Serviced
PSA

	Mortgage
Loan

	Companion
Loan(s)


	Bellagio
Hotel and Casino

	Non-Serviced
AB Whole Loan

	BX
2019-OC11 Trust and Servicing Agreement

	Bellagio
Hotel and Casino Mortgage Loan

	Bellagio
Hotel and Casino Pari Passu Companion Loans and Bellagio Hotel and Casino Subordinate Companion Loans


	55
Hudson Yards

	Non-Serviced
AB Whole Loan

	Hudson
Yards 2019-55HY Trust and Servicing Agreement

	55
Hudson Yards Mortgage Loan

	55
Hudson Yards Pari Passu Companion Loans and 55 Hudson Yards Subordinate Companion Loans


	525
Market

	Non-Serviced
AB Whole Loan

	MKT
2020-525M Trust and Servicing Agreement

	525
Market Mortgage Loan

	525
Market Pari Passu Companion Loans and 525 Market Subordinate Companion Loans


	200
West 57th Street

	Non-Serviced
Whole Loan

	BANK
2020-BNK26 Pooling and Servicing Agreement

	200
West 57th Street Mortgage Loan

	200
West 57th Street Pari Passu Companion Loan


	Ralph
Lauren HQ New Jersey

	Serviced
Whole Loan

	N/A

	Ralph
Lauren HQ New Jersey Mortgage Loan

	Ralph
Lauren HQ New Jersey Pari Passu Companion Loan


	711
Fifth Avenue

	Non-Serviced
Whole Loan

	GSMS
2020-GC47 Pooling and Servicing Agreement

	711
Fifth Avenue Mortgage Loan

	711
Fifth Avenue Pari Passu Companion Loans


	1633
Broadway

	Non-Serviced
AB Whole Loan

	BWAY
2019-1633 Trust and Servicing Agreement

	1633
Broadway Mortgage Loan

	1633
Broadway Pari Passu Companion Loans and 1633 Broadway Subordinate Companion Loans


	560
Mission Street

	Non-Serviced
Whole Loan

	Benchmark
2020-B16 Pooling and Servicing Agreement

	560
Mission Street Mortgage Loan

	560
Mission Street Pari Passu Companion Loans




 

Each of the Whole Loans listed above consists of the corresponding Mortgage Loan and Companion Loan(s) listed next to such Whole Loan. With respect to any Whole Loan, each of the Mortgage Loan and the Pari Passu Companion Loan(s) are pari passu with each other to the extent provided in the related Intercreditor Agreement, and any AB Subordinate Companion Loan(s) is generally subordinate to the related Mortgage Loan and any Pari Passu Companion Loan(s) to the extent provided in the related Intercreditor Agreement. Each Serviced Whole Loan will be serviced and administered in accordance with this Agreement and the related Intercreditor Agreement. Each Non-Serviced Whole Loan will be serviced and administered in accordance with the related Non-Serviced PSA and the related Intercreditor Agreement.

 

The Companion Loans are not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage Loan that is part of the Trust Fund. Amounts attributable to any Companion Loan will not be part of the Trust Fund, and (except to

 

 



    -5- 


     


    

 

the extent that such amounts are payable or reimbursable to any party to this Agreement) will be owned by the related Companion Holders.

 

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

 

Article I

DEFINITIONS

 

Section
1.01     Defined Terms. Whenever used in this Agreement, including in the Preliminary Statement,
the following capitalized terms, unless the context otherwise requires, shall have the meanings specified in this Article.

 

“10-K Filing Deadline”: As defined in Section 11.05(a).

 

“15Ga-1 Notice”: As defined in Section 2.02(g).

 

“15Ga-1 Repurchase Request”: As defined in Section 2.02(g).

 

“1633 Broadway Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of December 20, 2019, by and between the holders of the respective promissory notes evidencing the 1633 Broadway Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

 

“1633 Broadway Mortgage Loan”: With respect to the 1633 Broadway Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 7 on the Mortgage Loan Schedule), which is evidenced by promissory note A-4-C-3.

 

“1633 Broadway Mortgaged Property”: The Mortgaged Property that secures the 1633 Broadway Whole Loan.

 

“1633 Broadway Pari Passu Companion Loans”: With respect to the 1633 Broadway Whole Loan, the Companion Loans evidenced by the related promissory notes A-1-S-1, A-2-S-1, A-3-S-1, A-4-S-1, A-1-C-1, A-1-C-2, A-1-C-3, A-1-C-4, A-1-C-5, A-1-C-6, A-1-C-7, A-2-C-1-A, A-2-C-1-B, A-2-C-2-A, A-2-C-2-B, A-2-C-3-A, A-2-C-3-B, A-2-C-4, A-2-C-5, A-2-C-6, A-2-C-7, A-3-C-1-A, A-3-C-1-B, A-3-C-2, A-3-C-3, A-3-C-4, A-3-C-5, A-3-C-6, A-3-C-7, A-4-C-1, A-4-C-2, A-4-C-4, A-4-C-5, A-4-C-6 and A-4-C-7 and made by the related Mortgagor and secured by the Mortgages on the 1633 Broadway Mortgaged Property.

 

“1633 Broadway
Subordinate Companion Loans”: With respect to the 1633 Broadway Whole Loan, the Companion Loans evidenced by the related
promissory notes B-1, B-2, B-3 and B-4 and made by the related Mortgagor and secured by the Mortgage on the 1633 Broadway Mortgaged
Property. 

 



    -6- 


     


    

 

“1633 Broadway Whole Loan”: The 1633 Broadway Mortgage Loan, together with the 1633 Broadway Pari Passu Companion Loans and the 1633 Broadway Subordinate Companion Loans, each of which is secured by the same Mortgage on the 1633 Broadway Mortgaged Property. References herein to the 1633 Broadway Whole Loan shall be construed to refer to the aggregate indebtedness under the 1633 Broadway Mortgage Loan, the 1633 Broadway Pari Passu Companion Loans and the 1633 Broadway Subordinate Companion Loans.

 

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

 

“17g-5 Information Provider’s Website”: The 17g-5 Information Provider’s Internet website, which shall initially be located within the Certificate Administrator’s Website (initially “www.ctslink.com”), under the “NRSRO” tab on the page relating to this transaction.

 

“200 West 57th Street Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of March 12, 2020, by and between the holders of the respective promissory notes evidencing the 200 West 57th Street Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

 

“200 West 57th Street Mortgage Loan”: With respect to the 200 West 57th Street Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 4 on the Mortgage Loan Schedule), which is evidenced by promissory note A-2.

 

“200 West 57th Street Mortgaged Property”: The Mortgaged Property that secures the 200 West 57th Street Whole Loan.

 

“200 West 57th Street Pari Passu Companion Loan”: With respect to the 200 West 57th Street Whole Loan, the Companion Loan evidenced by the related promissory note A-1 and made by the related Mortgagor and secured by the Mortgage on the 200 West 57th Street Mortgaged Property.

 

“200 West 57th Street Whole Loan”: The 200 West 57th Street Mortgage Loan, together with the 200 West 57th Street Pari Passu Companion Loan, each of which is secured by the same Mortgage on the 200 West 57th Street Mortgaged Property. References herein to the 200 West 57th Street Whole Loan shall be construed to refer to the aggregate indebtedness under the 200 West 57th Street Mortgage Loan and the 200 West 57th Street Pari Passu Companion Loan.

 

“525 Market Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of February 26, 2020, by and between the holders of the respective promissory notes evidencing the 525 Market Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

 

“525 Market Mortgage Loan”: With respect to the 525 Market Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is evidenced by promissory note A-6.

 

“525 Market
Mortgaged Property”: The Mortgaged Property that secures the 525 Market Whole Loan. 

 



    -7- 


     


    

 

“525 Market Pari Passu Companion Loans”: With respect to the 525 Market Whole Loan, the Companion Loans evidenced by the related promissory notes A-1, A-2, A-3, A-4-A, A-4-B, A-5, A-7, A-8, A-9 and A-10 and made by the related Mortgagor and secured by the Mortgage on the 525 Market Mortgaged Property.

 

“525 Market Subordinate Companion Loans”: With respect to the 525 Market Whole Loan, the Companion Loans evidenced by the related promissory notes B-1, B-2 and B-3 and made by the related Mortgagor and secured by the Mortgages on the 525 Market Mortgaged Property.

 

“525 Market Whole Loan”: The 525 Market Mortgage Loan, together with the 525 Market Pari Passu Companion Loans and the 525 Market Subordinate Companion Loans, each of which is secured by the same Mortgage on the 525 Market Mortgaged Property. References herein to the 525 Market Whole Loan shall be construed to refer to the aggregate indebtedness under the 525 Market Mortgage Loan, the 525 Market Pari Passu Companion Loans and the 525 Market Subordinate Companion Loans.

 

“55 Hudson Yards Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of November 21, 2019, by and between the holders of the respective promissory notes evidencing the 55 Hudson Yards Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

 

“55 Hudson Yards Mortgage Loan”: With respect to the 55 Hudson Yards Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is evidenced by promissory note A-1-C7.

 

“55 Hudson Yards Mortgaged Property”: The Mortgaged Property that secures the 55 Hudson Yards Whole Loan.

 

“55 Hudson Yards Pari Passu Companion Loans”: With respect to the 55 Hudson Yards Whole Loan, the Companion Loans evidenced by the related promissory notes A-1-S1, A-1-C1, A-1-S2, A-1-C2, A-1-S3, A-1-C3, A-1-C4, A-1-C5, A-1-C6, A-1-C8, A-2-S1, A-2-C1, A-2-S2, A-2-C2, A-2-S3, A-2-C3, A-2-C4, A-2-C5, A-2-C6, A-2-C7, A-2-C8, A-3-S1, A-3-C1, A-3-S2, A-3-C2, A-3-S3, A-3-C3, A-3-C4, A-3-C5, A-3-C6, A-3-C7 and A-3-C8 and made by the related Mortgagor and secured by the Mortgage on the 55 Hudson Yards Mortgaged Property.

 

“55 Hudson Yards Subordinate Companion Loans”: With respect to the 55 Hudson Yards Whole Loan, the Companion Loans evidenced by the related promissory notes B-1, B-2 and B-3 and made by the related Mortgagor and secured by the Mortgage on the 55 Hudson Yards Mortgaged Property.

 

“55 Hudson
Yards Whole Loan”: The 55 Hudson Yards Mortgage Loan, together with the 55 Hudson Yards Pari Passu Companion Loans
and the 55 Hudson Yards Subordinate Companion Loans, each of which is secured by the same Mortgage on the 55 Hudson Yards Mortgaged
Property. References herein to the 55 Hudson Yards Whole Loan shall be construed to refer to the aggregate indebtedness under
the 55 Hudson Yards Mortgage Loan, the 55 Hudson Yards Pari Passu Companion Loans and the 55 Hudson Yards Subordinate Companion
Loans. 

 



    -8- 


     


    

 

“560 Mission Street Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of January 30, 2020, by and between the holders of the respective promissory notes evidencing the 560 Mission Street Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

 

“560 Mission Street Mortgage Loan”: With respect to the 560 Mission Street Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 8 on the Mortgage Loan Schedule), which is evidenced by promissory note A-2-A-2.

 

“560 Mission Street Mortgaged Property”: The Mortgaged Property that secures the 560 Mission Street Whole Loan.

 

“560 Mission Street Pari Passu Companion Loans”: With respect to the 560 Mission Street Whole Loan, the Companion Loans evidenced by the related promissory notes A-1-1, A-1-2-A, A-1-2-B, A-1-3, A-1-4, A-2-A-1 and A-2-B and made by the related Mortgagor and secured by the Mortgages on the 560 Mission Street Mortgaged Property.

 

“560 Mission Street Whole Loan”: The 560 Mission Street Mortgage Loan, together with the 560 Mission Street Pari Passu Companion Loans, each of which is secured by the same Mortgages on the 560 Mission Street Mortgaged Property. References herein to the 560 Mission Street Whole Loan shall be construed to refer to the aggregate indebtedness under the 560 Mission Street Mortgage Loan and the 560 Mission Street Pari Passu Companion Loans.

 

“711 Fifth Avenue Intercreditor Agreement”: That certain Agreement Between Noteholders, dated as of May 21, 2020, by and between the holders of the respective promissory notes evidencing the 711 Fifth Avenue Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

 

“711 Fifth Avenue Mortgage Loan”: With respect to the 711 Fifth Avenue Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 6 on the Mortgage Loan Schedule), which is evidenced by promissory note A-2-2.

 

“711 Fifth Avenue Mortgaged Property”: The Mortgaged Property that secures the 711 Fifth Avenue Whole Loan.

 

“711 Fifth Avenue Pari Passu Companion Loans”: With respect to the 711 Fifth Avenue Whole Loan, the Companion Loans evidenced by the related promissory notes A-1-1, A-1-2, A-1-3, A-1-4, A-1-5, A-1-6, A-1-7, A-1-8, A-1-9, A-1-10, A-1-11, A-1-12, A-1-13, A-1-14, A-1-15, A-1-16, A-1-17, A-2-1, A-2-3 and A-2-4 and made by the related Mortgagor and secured by the Mortgage on the 711 Fifth Avenue Mortgaged Property.

 

“711 Fifth
Avenue Whole Loan”: The 711 Fifth Avenue Mortgage Loan, together with the 711 Fifth Avenue Pari Passu Companion Loans,
each of which is secured by the same Mortgage on the 711 Fifth Avenue Mortgaged Property. References herein to the 711 Fifth Avenue
Whole Loan shall be construed to refer to the aggregate indebtedness under the 711 Fifth Avenue Mortgage Loan and the 711 Fifth
Avenue Pari Passu Companion Loans. 

 



    -9- 


     


    

 

“AB Control Appraisal Period”: With respect to a Serviced AB Whole Loan, a “Control Appraisal Period” or equivalent term under the related AB Intercreditor Agreement.

 

“AB Intercreditor Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of the related Mortgage Loan and the holders of any related Pari Passu Companion Loans, relating to the relative rights of such holders of the related AB Whole Loan, as the same may be further amended in accordance with the terms thereof. As of the Closing Date, each of the Bellagio Hotel and Casino Intercreditor Agreement, the 55 Hudson Yards Intercreditor Agreement, the 525 Market Intercreditor Agreement and the 1633 Broadway Intercreditor Agreement is an AB Intercreditor Agreement.

 

“AB Major Decision” With respect to a Serviced AB Whole Loan, a “major decision” or equivalent term under the related AB Intercreditor Agreement.

 

“AB Modified Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Non-Serviced PSA) due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either an A note held by the Trust or the original unmodified Mortgage Loan and (2) as to which an Appraisal Reduction Amount is not in effect.

 

“AB Mortgage Loan”: One or more senior “A notes” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the Trust Fund. As of the Closing Date, each of the Bellagio Hotel and Casino Mortgage Loan, the 55 Hudson Yards Mortgage Loan, the 525 Market Mortgage Loan and the 1633 Broadway Mortgage Loan is an AB Mortgage Loan.

 

“AB Mortgaged Property”: The Mortgaged Property that secures the related AB Whole Loan. As of the Closing Date, each of the Bellagio Hotel and Casino Mortgaged Property, the 55 Hudson Yards Mortgaged Property, the 525 Market Mortgaged Property and the 1633 Broadway Mortgaged Property is an AB Mortgaged Property.

 

“AB Subordinate Companion Loan”: With respect to any AB Whole Loan, any related companion loan evidenced by the related promissory note made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the related AB Intercreditor Agreement. As of the Closing Date, each of the Bellagio Hotel and Casino Subordinate Companion Loans, the 55 Hudson Yards Subordinate Companion Loans, the 525 Market Subordinate Companion Loans and the 1633 Broadway Subordinate Companion Loans is an AB Subordinate Companion Loan.

 

“AB Whole
Loan”: A Whole Loan that consists of a Mortgage Loan, any related companion loan that is pari passu in right of payment
with such Mortgage Loan and one or more related AB Subordinate Companion Loans. As of the Closing Date, each of the Bellagio Hotel 

 



    -10- 


     


    

 

and Casino Whole Loan, the 55 Hudson Yards Whole Loan, the 525 Market Whole Loan and the 1633 Broadway Whole Loan is an AB Whole Loan.

 

“AB Whole Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Controlling Holder”, “Controlling Noteholder” or similarly defined party identified in the related AB Intercreditor Agreement.

 

“Accelerated Mezzanine Loan Lender”: A mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure or enforcement proceedings have been commenced against the equity collateral pledged to secure such mezzanine loan.

 

“Acceptable
Insurance Default”: With respect to any Serviced Mortgage Loan or Serviced Whole Loan, a default under the related
Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to maintain with respect to
the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance policy that does
not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor to maintain
with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or
similar acts upon terms not materially less favorable than those in place as of the Closing Date, in each case as to which default
the Master Servicer and the Special Servicer may forbear taking any enforcement action, provided that the Master Servicer
(with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan), as applicable,
has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard (and (i) unless a Control
Termination Event has occurred and is continuing, with the consent of the Directing Certificateholder and (ii) with respect to
a Specially Serviced Loan, after consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in
either case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)) (and after a Control Termination
Event has occurred and is continuing, but prior to the occurrence and continuance of a Consultation Termination Event, after non-binding
consultation with the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, and prior to any related AB Control
Appraisal Period, with the consent of the related AB Whole Loan Controlling Holder to the extent required under the related Intercreditor
Agreement) as provided in Section 6.08) (other than with respect to any Mortgage Loan that is an Excluded Loan as to such
party)), that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not at the
time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region in
which such related Mortgaged Property is located, or (b) such insurance is not available at any rate; provided, however,
that the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, the AB Whole Loan Controlling Holder prior
to any AB Control Appraisal Period to the extent required under the related Intercreditor Agreement) and the Risk Retention Consultation
Party (if it has the right to consult pursuant to Section 6.08) will not have more than thirty (30) Business Days to respond
to the Master Servicer’s or the Special Servicer’s, as applicable, request for such consent or consultation, as
applicable; provided, further, that upon the Master Servicer’s or the Special Servicer’s, as applicable,
determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Master Servicer or the Special
Servicer, as applicable, to consult with the Directing Certificateholder, the Risk Retention Consultation Party or any applicable
AB Whole Loan Controlling Holder, as applicable, the Master Servicer or the Special Servicer, as 

 



    -11- 


     


    

 

applicable, is not required to do so. The Master Servicer (at its own expense) and the Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described above.

 

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

 

“Actual/360 Basis”: Interest accrual on the basis of the actual number of days in a month assuming a 360-day year.

 

“Actual/360 Mortgage Loans”: The Mortgage Loans that accrue interest on an Actual/360 Basis; provided, that a Mortgage Loan that accrues interest for a portion of the Mortgage Loan term on an Actual/360 Basis shall be an Actual/360 Mortgage Loan solely for such portion of the Mortgage Loan term.

 

“Additional Debt”: With respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under such Mortgage Loan that is secured by the related Mortgaged Property as of the Closing Date as set forth on Schedule 1 hereto, as increased or decreased from time to time pursuant to the terms of the related subordinate or pari passu loan documents (including any Intercreditor Agreement or subordination agreement).

 

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

 

“Additional Exclusions”: Exclusions in addition to those customarily found in the insurance policies for mortgaged properties similar to the Mortgaged Properties on or prior to September 11, 2001.

 

“Additional Form 10-D Disclosure”: As defined in Section 11.04(a).

 

“Additional Form 10-K Disclosure”: As defined in Section 11.05(a).

 

“Additional Servicer”: Each Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that services any of the Mortgage Loans and each Person who is not an Affiliate of the Master Servicer, other than the Special Servicer, who services 10% or more of the Mortgage Loans by unpaid principal balance as of any date of determination pursuant to Article XI.

 

“Administrative Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to the sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate (which fee rate accounts for the Trustee Fee), the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.

 

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

 

“Adverse
REMIC Event”: As defined in Section 10.01(f). 

 



    -12- 


     


    

 

“Affected Party”: As defined in Section 7.01(b).

 

“Affected Reporting Party”: As defined in Section 11.12.

 

“Affiliate”: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

 

“Affirmative Asset Review Vote”: As defined in Section 12.01(a).

 

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

 

(a)          the aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent received by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g) of this Agreement) and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by the Master Servicer pursuant to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Serviced Companion Noteholders) as of the close of business on the related P&I Advance Date, exclusive of (without duplication):

 

(i)          all Periodic Payments paid by the Mortgagors of a Mortgage Loan that are due on a Due Date following the end of the related Collection Period, excluding interest relating to payments prior to, but due after, the Cut-off Date;

 

(ii)         all unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related Due Date for the related Mortgage Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled recoveries, in each case, received subsequent to the related Determination Date (or, with respect to voluntary Principal Prepayments for each Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable to the Mortgage Loans;

 

(iii)         (A) all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xviii), inclusive, and (xxii) of Section 3.05(a); (B) all amounts payable or reimbursable to any Person from the Lower-Tier REMIC Distribution Account pursuant to clauses (ii) through (vii), inclusive, of Section 3.05(b); and (C) any Net Investment Earnings contained therein;

 

 



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(iv)        with respect to the Actual/360 Mortgage Loans and any Distribution Date occurring in (1) each February or (2) any January in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), an amount equal to one (1) day of interest on the Stated Principal Balance of such Mortgage Loan as of the Distribution Date in the month preceding the month in which the P&I Advance Date occurs at the related Mortgage Rate to the extent such amounts are Withheld Amounts;

 

(v)         all Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Excess Interest Certificates and the RR Interest, as described in Section 4.01(j));

 

(vi)        all Prepayment Premiums and Yield Maintenance Charges allocable to the Mortgage Loans;

 

(vii)       all amounts deposited in the Collection Account in error; and

 

(viii)      any Penalty Charges allocable to the Mortgage Loans;

 

(b)          if and to the extent not already included in clause (a) hereof, the aggregate amount transferred from the REO Accounts allocable to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.14(c);

 

(c)          the aggregate amount of any Compensating Interest Payments made by the Master Servicer in respect of the Mortgage Loans with respect to such Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Mortgage Loans and the Distribution Date (net of the related Certificate Administrator Fee, Operating Advisor Fee, Asset Representations Reviewer Fee and CREFC® Intellectual Property Royalty License Fee with respect to the Mortgage Loans for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05; and

 

(d)          with respect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each March (or February, if the related Distribution Date is the final Distribution Date), the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account pursuant to Section 3.21(b).

 

Notwithstanding the investment of funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the Aggregate Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.

 

“Aggregate Excess Prepayment Interest Shortfall”: The aggregate of any Prepayment Interest Shortfalls resulting from any Principal Prepayments made on the Mortgage Loans to be included in the Aggregate Available Funds for any Distribution Date that are not covered by the Master Servicer’s Compensating Interest Payment for the related Distribution Date and the portion of the compensating interest payments allocable to any Non-Serviced Mortgage Loan to the extent received from the related Non-Serviced Master Servicer.

 

 



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“Aggregate Gain-on-Sale Entitlement Amount”: For each Distribution Date, the aggregate amount of (i) the sum of (a)(x) the aggregate portion of the Interest Distribution Amount for each Class of Non-Retained Certificates that would remain unpaid as of the close of business on the Distribution Date, divided by (y) the Non-Retained Percentage, and (b)(x) the amount by which the Principal Distribution Amount exceeds the aggregate amount that would actually be distributed on the Distribution Date in respect of such Principal Distribution Amount, divided by (y) the Non-Retained Percentage, and (ii) any outstanding Realized Losses and Retained Certificate Realized Losses outstanding immediately after such Distribution Date, in each case, to the extent such amounts would occur on such Distribution Date or would be outstanding immediately after such Distribution Date, as applicable, without the inclusion of the Gain-on-Sale Remittance Amount as part of the definition of Available Funds and the Retained Certificate Gain-on-Sale Remittance Amount as part of the definition of Retained Certificate Available Funds.

 

“Aggregate Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of the following amounts: (a) the Scheduled Principal Distribution Amount for such Distribution Date and (b) the Unscheduled Principal Distribution Amount for such Distribution Date; provided that the Aggregate Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable Advances (including any servicing advance with respect to the Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Aggregate Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Aggregate Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs).

 

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

 

“Allocated Appraisal Reduction Amount”: With respect to any Appraisal Reduction Amount, an amount equal to the Non-Retained Percentage of such Appraisal Reduction Amount.

 

“Allocated Collateral Deficiency Amount”: With respect to any Collateral Deficiency Amount, the Non-Retained Percentage of such Collateral Deficiency Amount.

 

“Allocated Cumulative Appraisal Reduction Amount”: With respect to any Cumulative Appraisal Reduction Amount, the Non-Retained Percentage of such Cumulative Appraisal Reduction Amount.

 

 



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

 

“Applicable Fitch Permitted Investment Rating”: (A) in the case of such investments with maturities of thirty (30) days or less, the short-term debt obligations of which are rated at least “F1” by Fitch or the long-term debt obligations of which are rated at least “A” by Fitch, and (B) in the case of such investments with maturities of more than thirty (30) days, the short-term obligations of which are rated at least “F1+” by Fitch or the long-term obligations of which are rated at least “AA-” by Fitch.

 

“Applicable KBRA Permitted Investment Rating”: In the case of such investments with maturities of 90 days or less, the short-term debt obligations of which are rated at least “K3” or the long-term debt obligations of which are rated at least “BBB-” (in each case, if then rated by KBRA) or in the case of such investments with maturities greater than 90 days but not more than one year, the short-term debt obligations of which are rated at lease “K1” or the long-term obligations of which are rated at least “A-” (in each case, if then rated by KBRA.

 

“Applicable Laws”: As defined in Section 8.15.

 

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

 

“Appraisal”: An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property is located and which satisfies the Interagency Appraisal and Evaluation Guidelines jointly issued by The Office of the Comptroller of the Currency (OCC), the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA) relating to real estate appraisals and evaluations used to support real estate-related financial transactions, as amended from time to time. Any Appraisal ordered by the Master Servicer or Special Servicer shall be performed by an Independent MAI-designated appraiser.

 

“Appraisal Reduction Amount”: For any Distribution Date and for any Serviced Mortgage Loan or Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer (prior to the occurrence and continuance of a Consultation Termination Event, in consultation with the Directing Certificateholder (except in the case of an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), and, after the occurrence and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder (except with respect to any such Excluded Loan) and the Operating Advisor and, after the occurrence and during the continuance of a Consultation Termination Event, in consultation with the Operating Advisor), as of the first Determination Date that is at least ten (10) Business Days following the later of (i) the date on which the Special Servicer receives the related Appraisal (together with information requested by the Special Servicer from the Master Servicer in accordance with Section 4.05 of this Agreement that is in the possession

 

 



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of the Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount), or conducts a valuation as described below and (ii) the occurrence of such Appraisal Reduction Event, equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer with respect to that Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance) or (2) by an internal valuation performed by the Special Servicer (or at the Special Servicer’s election, by one or more MAI appraisals obtained by the Special Servicer) with respect to any Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments as the Special Servicer may make (without implying any obligation to do so) based upon its review of the Appraisals and any other information it deems relevant; and (B) all escrows, letters of credit and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation over (ii) the sum of, as of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to any Serviced AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan, as applicable), (B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as applicable); provided, however, that without limiting the Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event (or with respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of Appraisal Reduction Event, within one hundred twenty (120) days (in the case of clause (i)) or ninety (90) days or one hundred twenty (120) days, as applicable (in case of clause (vi)) after the initial delinquency for the related Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time as such appraisal or valuation referred to above is received (together with information requested by the Special Servicer from the Master Servicer in accordance with Section 4.05 of this Agreement reasonably necessary to calculate the Appraisal Reduction Amount) or performed by the Special Servicer and the Appraisal Reduction Amount is calculated by the Special Servicer as of the first Determination Date that is at least ten (10) Business Days after the later of (a) Special Servicer’s receipt of such Appraisal or the

 

 



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completion of the valuation and receipt of information from the Master Servicer in accordance with Section 4.05 of this Agreement reasonably necessary to calculate the Appraisal Reduction Amount and (b) the occurrence of such Appraisal Reduction Event. Within sixty (60) days after the Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing Advance); provided, further, however, that with respect to an Appraisal Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day period set forth in such clause (i), and with respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the ninety (90) day period or one hundred twenty (120) day period, as applicable, set forth in such clause (vi); provided, further, however, that in no event shall the Special Servicer be required to order any such Appraisal prior to the conclusion of such sixty (60), ninety (90) or one hundred twenty (120) day period, as applicable, and in each case, the related Appraisal shall be promptly delivered in electronic format by the Special Servicer to the Master Servicer and the Directing Certificateholder (but in the case of the Directing Certificateholder, only prior to the occurrence and continuance of a Consultation Termination Event and other than with respect to any Excluded Loan with respect to the Directing Certificateholder), the Certificate Administrator and the Trustee. In connection with any Appraisal Reduction Amount, the Master Servicer shall provide the Special Servicer with the information as set forth in Section 4.05(c) within four (4) Business Days of its receipt of any such request. The Master Servicer shall not calculate Appraisal Reduction Amounts.

 

With respect to any Appraisal Reduction Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a), the Appraised Value for the related Mortgaged Property determined in connection with clause (b)(i)(A)(1) or clause (b)(i)(A)(2) of the first paragraph of this definition shall be determined on an “as-is” basis.

 

Notwithstanding anything herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or the related REO Property will be reduced to zero as of the date on which Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust or as otherwise set forth in Section 4.05(d).

 

Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan and allocable to the related Non-Serviced Mortgage Loan shall be calculated by the applicable party under, and in accordance with and pursuant to the terms of, the applicable Non-Serviced PSA and shall constitute an “Appraisal Reduction Amount” under the terms of this Agreement with respect to such Non-Serviced Mortgage Loan and the Master Servicer, the Special Servicer and the Certificate Administrator are entitled to conclusively rely on such calculation.

 

“Appraisal Reduction Event”: With respect to any Serviced Mortgage Loan, Serviced Companion Loan and Serviced Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the application of any Grace Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan, Serviced

 

 



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Companion Loan or Serviced Whole Loan, as applicable, or a change in any other material economic term of such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable (other than an extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on which a receiver has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor or the tenant at a single tenant property declares bankruptcy (and the bankruptcy petition is not otherwise dismissed within such time), (v) sixty (60) days after the date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if not dismissed within such time, (vi) ninety (90) days after an uncured delinquency occurs in respect of a Balloon Payment with respect to such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, except where a refinancing or sale is anticipated within one hundred twenty (120) days after the Maturity Date of the Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, in which case one hundred twenty (120) days after such uncured delinquency, and (vii) immediately after such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, becomes an REO Loan; provided that the thirty (30) day period referenced in clause (iii) and clause (iv) shall not apply if the related Mortgage Loan is a Specially Serviced Loan; provided, further, however, that an Appraisal Reduction Event shall not occur at any time when the aggregate Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder and the Operating Advisor and the Other Servicer and the Other Trustee, if applicable, or the Master Servicer shall notify the Special Servicer and the Operating Advisor and the Other Servicer and the Other Trustee, as applicable, promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05. For the avoidance of doubt, and for purposes of clauses (1) and (2) above, neither (i) a Payment Accommodation with respect to any Mortgage Loan or Serviced Whole Loan nor (ii) any default or delinquency that would have existed but for such Payment Accommodation shall constitute an Appraisal Reduction Event, for so long as the related borrower is complying with the terms of such Payment Accommodation.

 

“Appraisal Review Period”: As defined in Section 4.05(b)(ii).

 

“Appraised Value”: (i) With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property), the appraised value thereof as determined by the most recent Appraisal of the Mortgaged Property securing the related Mortgage Loan, Serviced Whole Loan, or Serviced AB Whole Loan, as applicable and (ii) with respect to a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as determined pursuant to the applicable Non-Serviced PSA.

 

“Appraised-Out Class”: As defined in Section 4.05(b)(i).

 

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

 

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

 

 



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“ARD Loan”: Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date and Revised Rate. As of the Closing Date, there are no ARD Loans.

 

“Asset Representations Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, and its successors-in-interest.

 

“Asset Representations Reviewer Asset Review Fee”: As defined in Section 12.02(b).

 

“Asset Representations Reviewer Fee”: As defined in Section 12.02(a).

 

“Asset Representations Reviewer Fee Rate”: As defined in Section 12.02(a).

 

“Asset Representations Reviewer Termination Event”: As defined in Section 12.05(a).

 

“Asset Representations Reviewer Upfront Fee”: As defined in Section 12.02(a).

 

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

 

“Asset Review Notice”: As defined in Section 12.01(a).

 

“Asset Review Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section 12.01(a), the Certificateholders (other than the Holders of the RR Interest) evidencing at least 5% of the aggregate Voting Rights represented by all of the Certificates that have Voting Rights.

 

“Asset Review Report”: As defined in Section 12.01(b)(viii), a report setting forth the findings and conclusions of an Asset Review substantially in the form attached hereto as Exhibit NN.

 

“Asset Review Report Summary”: As defined in Section 12.01(b)(viii), a summary report setting forth the conclusions of an Asset Review Report substantially in the form attached hereto as Exhibit OO.

 

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

 

“Asset Review Trigger”: Any time when either (1) Mortgage Loans with an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans) held by the Trust as

 

 



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of the end of the applicable Collection Period are Delinquent Loans or (2)(A) prior to and including the second anniversary of the Closing Date, at least 10 Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans) held by the Trust as of the end of the applicable Collection Period, or (B) after the second anniversary of the Closing Date, at least fifteen (15) Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans) held by the Trust as of the end of the applicable Collection Period.

 

“Asset Review Vote Election”: As defined in Section 12.01(a).

 

“Asset Status Report”: As defined in Section 3.19(d).

 

“Assignment” and “Assignments”: Each as defined in Section 2.01(c).

 

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

 

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

 

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

 

 



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“Authenticating Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating Agent pursuant to Section 5.02(a), in each case in its capacity as authenticating agent, or if any successor authenticating agent is appointed pursuant to Section 5.02(a), such successor authenticating agent.

 

“Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (i) the Non-Retained Percentage of the Aggregate Available Funds for such Distribution Date and (ii) the Gain-on-Sale Remittance Amount.

 

“Balloon Mortgage Loan”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification entered into as of the Closing Date provides for an amortization schedule for such Mortgage Loan or Companion Loan extending beyond its Maturity Date.

 

“Balloon Payment”: With respect to any Balloon Mortgage Loan, as of any date of determination, the Periodic Payment payable on the Maturity Date of such Balloon Mortgage Loan.

 

“BANK 2020-BNK26 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of March 1, 2020, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, LNR Partners, LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.

 

“Bankruptcy Code”: The federal Bankruptcy Code, as amended from time to time (Title 11 of the United States Code).

 

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

 

“Bellagio Hotel and Casino Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of December 9, 2019, by and between the holders of the respective promissory notes evidencing the Bellagio Hotel and Casino Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

 

“Bellagio Hotel and Casino Mortgage Loan”: With respect to the Bellagio Hotel and Casino Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is evidenced by promissory note A-1-C2.

 

“Bellagio Hotel and Casino Mortgaged Property”: The Mortgaged Property that secures the Bellagio Hotel and Casino Whole Loan.

 

“Bellagio Hotel and Casino Pari Passu Companion Loans”: With respect to the Bellagio Hotel and Casino Whole Loan, the Companion Loans evidenced by the related promissory notes A-1-S1, A-1-S2, A-2-S1, A-2-S2, A-3-S1, A-3-S2, A-1-RL, A-2-RL, A-3-RL, A-1-C1, A-1-C3, A-1-C4, A-1-C5, A-1-C6, A-2-C1, A-2-C2, A-2-C3, A-2-C4, A-3-

 

 



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C1, A-3-C2,
A-3-C3, A-3-C4, A-3-C5 and A-3-C6 and made by the related Mortgagor and secured by the Mortgage on the Bellagio Hotel and
Casino Mortgaged Property.

 

“Bellagio Hotel and Casino Subordinate Companion Loans”: With respect to the Bellagio Hotel and Casino Whole Loan, the Companion Loans evidenced by the related promissory notes B-1-S, B-2-S, B-3-S, B-1-RL, B-2-RL, B-3-RL, C-1-S, C-2-S and C-3-S and made by the related Mortgagor and secured by the Mortgage on the Bellagio Hotel and Casino Mortgaged Property.

 

 “Bellagio Hotel and Casino Whole Loan”: The Bellagio Hotel and Casino Mortgage Loan, together with the Bellagio Hotel and Casino Pari Passu Companion Loans and the Bellagio Hotel and Casino Subordinate Companion Loans, each of which is secured by the same Mortgage on the Bellagio Hotel and Casino Mortgaged Property. References herein to the Bellagio Hotel and Casino Whole Loan shall be construed to refer to the aggregate indebtedness under the Bellagio Hotel and Casino Mortgage Loan, the Bellagio Hotel and Casino Pari Passu Companion Loans and the Bellagio Hotel and Casino Subordinate Companion Loans.

 

“Benchmark 2020-B16 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of February 1, 2020, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, KeyBank National Association, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, Wells Fargo Bank, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer.

 

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

 

“Borrower-Related Party”: As defined in Section 3.32.

 

“Borrower Party”: A borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate.

 

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

 

“Breach”: With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in Section 4(b) of the related Mortgage Loan Purchase Agreement.

 

 



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“Business Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in California, Maryland, New York, North Carolina, Pennsylvania or the city and state in which the Corporate Trust Office of the Trustee or the Certificate Administrator, or the principal place of business or principal commercial mortgage loan servicing office of the Master Servicer or the Special Servicer is located, or the New York Stock Exchange or the Federal Reserve System of the United States of America are authorized or obligated by law or executive order to remain closed.

 

“BWAY 2019-1633 Trust and Servicing Agreement”: The trust and servicing agreement, dated as of December 20, 2019, between GS Mortgage Securities Corporation II, as depositor, KeyBank National Association, as servicer, Situs Holdings, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee, certificate administrator and custodian, and Pentalpha Surveillance LLC, as operating advisor.

 

“BX 2019-OC11 Trust and Servicing Agreement”: The trust and servicing agreement, dated as of December 1, 2019, between Morgan Stanley Capital I Inc., as depositor, KeyBank National Association, as servicer, Situs Holdings, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, custodian and trustee, and Park Bridge Lender Services LLC, as operating advisor.

 

“CERCLA”: The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

 

“Certificate”: Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27, as executed and delivered by the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent. For the avoidance of doubt, the RR Interest shall be a Certificate.

 

“Certificate Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator appointed hereunder. Wells Fargo Bank, National Association shall perform the certificate administrator role through its Corporate Trust Services division (including any affiliates or agents utilized thereby).

 

“Certificate Administrator Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s activities under this Agreement; provided that the Certificate Administrator Fee includes the Trustee Fee, and the Certificate Administrator shall pay the Trustee Fee to the Trustee.

 

“Certificate Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.01246% per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.

 

“Certificate Administrator’s Website”: The Certificate Administrator’s Internet website, which shall initially be located at “www.ctslink.com”.

 

 



    -24- 


     


    

 

“Certificate Balance”: With respect to any Class of Principal Balance Certificates or Exchangeable Upper-Tier Regular Interest, (i) on or prior to the first Distribution Date, an amount equal to the Original Certificate Balance of such Class of Principal Balance Certificates or Exchangeable Upper-Tier Regular Interest and (ii) as of any date of determination after the first Distribution Date, the Certificate Balance of such Class of Principal Balance Certificates or Exchangeable Upper-Tier Regular Interest on the Distribution Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)). Each Class of Class A-4 Exchangeable Certificates, Class A-5 Exchangeable Certificates and Class A-S Exchangeable Certificates shall have a Certificate Balance or Notional Amount equal to its Class Percentage Interest multiplied by the Certificate Balance of the Class A-4 Upper-Tier Regular Interest, Class A-5 Upper-Tier Regular Interest or Class A-S Upper-Tier Regular Interest, respectively.

 

“Certificate Factor”: With respect to any Class of Certificates (other than the Class R and Class V Certificates), as of any date of determination, a fraction, expressed as a decimal carried to at least eight (8) places, the numerator of which is the then-related Certificate Balance or Notional Amount, and the denominator of which is the related Original Certificate Balance.

 

“Certificate Owner”: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Depository Participant or on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent.

 

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

 

“Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller, a Mortgagor, a Borrower Party or any Affiliate of any of such Persons shall be deemed not to be outstanding (provided that notwithstanding the foregoing, any Controlling Class Certificates owned by an Excluded Controlling Class Holder shall be deemed not to be outstanding as to such Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class Loan; and provided, further, that any Controlling Class Certificates owned by the Special Servicer or an Affiliate thereof shall be deemed not to be outstanding as to the Special Servicer or such Affiliate solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action has been obtained; provided, however, that the foregoing restrictions shall not apply in the case of the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or waiver sought from such party would in any way increase its compensation or limit its

 

 



    -25- 


     


    

 

obligations in the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review (with respect to an Asset Review and any Mortgage Loan Seller, solely with respect to any related Mortgage Loan subject to the Asset Review); provided, further, that so long as there is no Servicer Termination Event with respect to the Master Servicer or the Special Servicer, as applicable, the Master Servicer and the Special Servicer or any such Affiliate thereof shall be entitled to exercise such Voting Rights with respect to any issue which could reasonably be believed to adversely affect such party’s compensation or increase its obligations or liabilities hereunder; and provided, further, that such restrictions shall not apply to (i) the exercise of the Special Servicer’s, the Master Servicer’s or any Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or (ii) any Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator that has provided an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow of information between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable. The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular Interests for the benefit of the Certificateholders.

 

“Certificateholder Quorum”: The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the application of Realized Losses and, other than with respect to the termination of the Asset Representations Reviewer, the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance Certificates (other than the RR Interest) on an aggregate basis.

 

“Certificateholder Repurchase Request”: As defined in Section 2.03(k)(i).

 

“Certification Parties”: As defined in Section 11.06.

 

“Certification Party”: Any one of the Certification Parties.

 

“Certifying Person”: As defined in Section 11.06.

 

“Certifying Servicer”: As defined in Section 11.09.

 

“Class”: With respect to any Certificates, all of the Certificates bearing the same alphanumeric Class designation. Each designated Lower-Tier Regular Interest shall be a Class. For the avoidance of doubt, the RR Interest shall be a Class.

 

“Class A Certificate”: Any Class A-1 and Class A-SB Certificate and any Exchangeable Certificate.

 

 



    -26- 


     


    

 

“Class A-1 Certificate”: A Certificate designated as “Class A-1” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 

“Class A-1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.122000%.

 

“Class A-4 Certificate”: A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets.

 

“Class A-4 Exchangeable Certificate”: Any of the Class A-4, Class A-4-1, Class A-4-2, Class A-4-X1 and Class A-4-X2 Certificates.

 

“Class A-4 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.901000%.

 

“Class A-4 Upper-Tier Regular Interest”, “Class A-4-X1 Upper-Tier Regular Interest” and “Class A-4-X2 Upper-Tier Regular Interest”: Each, an uncertificated “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions which is issued by the Upper-Tier REMIC, held as an asset of the Grantor Trust and having the initial Pass-Through Rate and Original Certificate Balance or Original Notional Amount set forth in the Preliminary Statement hereto.

 

“Class A-4 UT Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 0.901000%.

 

“Class A-4-1 Certificate”: A Certificate designated as “Class A-4-1” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets.

 

 “Class A-4-1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.401000%.

 

“Class A-4-2 Certificate”: A Certificate designated as “Class A-4-2” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets.

 

“Class A-4-2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 0.901000%.

 

“Class A-4-X1 Certificate”: A Certificate designated as “Class A-4-X1” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets.

 

“Class A-4-X1 Notional Amount”: As of any date of determination, the Certificate Balance of the Class A-4-1 Certificates.

 

 



    -27- 


     


    

 

“Class A-4-X1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 0.500000%.

 

“Class A-4-X1 UT Notional Amount”: As of any date of determination, the Certificate Balance of the Class A-4 Upper-Tier Regular Interest.

 

“Class A-4-X1 UT Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 0.500000%.

 

“Class A-4-X2 Certificate”: A Certificate designated as “Class A-4-X2” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets.

 

“Class A-4-X2 Notional Amount”: As of any date of determination, the Certificate Balance of the Class A-4-2 Certificates.

 

“Class A-4-X2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.000000%.

 

“Class A-4-X2 UT Notional Amount”: As of any date of determination, the Certificate Balance of the Class A-4 Upper-Tier Regular Interest.

 

“Class A-4-X2 UT Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 0.500000%.

 

“Class A-5 Certificate”: A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets.

 

“Class A-5 Exchangeable Certificate”: Any of the Class A-5, Class A-5-1, Class A-5-2, Class A-5-X1 and Class A-5-X2 Certificates.

 

“Class A-5 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.144000%.

 

“Class A-5 Upper-Tier Regular Interest”, “Class A-5-X1 Upper-Tier Regular Interest” and “Class A-5-X2 Upper-Tier Regular Interest”: Each, an uncertificated “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions which is issued by the Upper-Tier REMIC, held as an asset of the Grantor Trust and has the initial Pass-Through Rate and Original Certificate Balance or Original Notional Amount set forth in the Preliminary Statement hereto.

 

“Class A-5 UT Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.144000%.

 

“Class A-5-1 Certificate”: A Certificate designated as “Class A-5-1” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets.

 

 



    -28- 


     


    

 

“Class A-5-1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.644000%.

 

“Class A-5-2 Certificate”: A Certificate designated as “Class A-5-2” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets.

 

“Class A-5-2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.144000%.

 

“Class A-5-X1 Certificate”: A Certificate designated as “Class A-5-X1” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets.

 

“Class A-5-X1 Notional Amount”: As of any date of determination, the Certificate Balance of the Class A-5-1 Certificates.

 

“Class A-5-X1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 0.500000%.

 

 “Class A-5-X1 UT Notional Amount”: As of any date of determination, the Certificate Balance of the Class A-5 Upper-Tier Regular Interest.

 

“Class A-5-X1 UT Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 0.500000%.

 

“Class A-5-X2 Certificate”: A Certificate designated as “Class A-5-X2” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets.

 

“Class A-5-X2 Notional Amount”: As of any date of determination, the Certificate Balance of the Class A-5-2 Certificates.

 

“Class A-5-X2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.000000%.

 

“Class A-5-X2 UT Notional Amount”: As of any date of determination, the Certificate Balance of the Class A-5 Upper-Tier Regular Interest.

 

“Class A-5-X2 UT Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 0.500000%.

 

“Class A-S Certificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets.

 

“Class A-S Exchangeable Certificate”: Any of the Class A-S, Class A-S-1, Class A-S-2, Class A-S-X1 and Class A-S-X2 Certificates.

 

 



    -29- 


     


    

 

“Class A-S Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.551000%.

 

“Class A-S Percentage Interest”: The quotient of the aggregate Certificate Balance of the Class A-S Certificates divided by the Certificate Balance of the Class A-S Upper-Tier Regular Interest. As of the Closing Date, the Class A-S Percentage Interest shall be 100.0%.

 

“Class A-S Upper-Tier Regular Interest”, “Class A-S-X1 Upper-Tier Regular Interest” and “Class A-S-X2 Upper-Tier Regular Interest”: Each, an uncertificated “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions which is issued by the Upper-Tier REMIC, held as an asset of the Grantor Trust and has the initial Pass-Through Rate and Original Certificate Balance or Original Notional Amount set forth in the Preliminary Statement hereto.

 

“Class A-S UT Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.551000%.

 

“Class A-S-1 Certificate”: A Certificate designated as “Class A-S-1” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets.

 

“Class A-S-1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.051000%.

 

“Class A-S-2 Certificate”: A Certificate designated as “Class A-S-2” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets.

 

“Class A-S-2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.551000%.

 

“Class A-S-X1 Certificate”: A Certificate designated as “Class A-S-X1” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets.

 

“Class A-S-X1 Notional Amount”: As of any date of determination, the Certificate Balance of the Class A-S-1 Certificates.

 

“Class A-S-X1 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 0.500000%.

 

“Class A-S-X1 UT Notional Amount”: As of any date of determination, the Certificate Balance of the Class A-S Upper-Tier Regular Interest.

 

“Class A-S-X1 UT Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 0.500000%.

 

 



    -30- 


     


    

 

Class A-S-X2 Certificate”: A Certificate designated as “Class A-S-X2” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing undivided beneficial ownership of the related Exchangeable Class Specific Grantor Trust Assets.

 

“Class A-S-X2 Notional Amount”: As of any date of determination, the Certificate Balance of the Class A-S-2 Certificates.

 

“Class A-S-X2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 1.000000%.

 

“Class A-S-X2 UT Notional Amount”: As of any date of determination, the Certificate Balance of the Class A-S Upper-Tier Regular Interest.

 

“Class A-S-X2 UT Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 0.500000%.

 

“Class A-SB Certificate”: A Certificate designated as “Class A-SB” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 

“Class A-SB Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.263000%.

 

“Class A-SB Planned Principal Balance”: With respect to any Distribution Date, the planned principal amount for such Distribution Date specified in Schedule 2 hereto relating to the Class A-SB Certificates.

 

“Class B Certificate”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 

“Class B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage Rate for such Distribution Date and (ii) 2.906000%.

 

“Class C Certificate”: A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 

“Class C Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.

 

“Class D Certificate”: A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 

“Class D Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.500000%.

 

 



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“Class E Certificate”: A Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 

“Class E Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.

 

“Class F Certificate”: A Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 

“Class F Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.

 

“Class G Certificate”: A Certificate designated as “Class G” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 

“Class G Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.

 

“Class H Certificate”: A Certificate designated as “Class H” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 

“Class H Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.

 

 “Class LA1 Uncertificated Interest”, “Class LASB Uncertificated Interest”, “Class LA4 Uncertificated Interest”, “Class LA5 Uncertificated Interest”, “Class LAS Uncertificated Interest”, “Class LB Uncertificated Interest”, “Class LC Uncertificated Interest”, “Class LD Uncertificated Interest”, “Class LE Uncertificated Interest”, “Class LF Uncertificated Interest”, “Class LG Uncertificated Interest” and “Class LH Uncertificated Interest”: Each, an uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

 

“Class LR Interest”: The uncertificated residual interest in the Lower-Tier REMIC, represented by the Class R Certificates.

 

“Class Percentage Interest”: With respect to (i) each Class of Class A-4 Exchangeable Certificates and each Corresponding Exchangeable Upper-Tier Regular Interest, equal to (x) the Certificate Balance (or, if such class has an “X” suffix, Notional Amount) of such Class of Certificates, divided by (y) the Certificate Balance of the Class A-4 Upper-Tier Regular Interest, (ii) each Class of Class A-5 Exchangeable Certificates and each Corresponding Exchangeable Upper-Tier Regular Interest, equal to (x) the Certificate Balance (or, if such class has an “X” suffix, Notional Amount) of such Class of Certificates, divided by (y) the Certificate Balance of the Class A-5 Upper-Tier Regular Interest, and (iii) each Class of Class A-S

 

 



    -32- 


     


    

 

Exchangeable Certificates and each Corresponding Exchangeable Upper-Tier Regular Interest, equal to (x) the Certificate Balance (or, if such class has an “X” suffix, Notional Amount) of such Class of Certificates, divided by (y) the Certificate Balance of the Class A-S Upper-Tier Regular Interest.

 

The initial Class Percentage Interest of each Class of Exchangeable Certificates in each of the Corresponding Exchangeable Upper-Tier Regular Interests is set forth below:

 

	Class
of Exchangeable 

Certificates

	 

	Class
Percentage 

Interest in the Class A-4 

Upper-Tier Regular 

Interest

	 

	Class
Percentage 

Interest in the Class A-

4-X1 Upper-Tier 

Regular Interest 

	 

	Class
Percentage 

Interest in the Class A-

4-X2 Upper-Tier 

Regular Interest 


	Class
A-4 Certificates

	 

	100%

	 

	100%

	 

	100%


	Class
A-4-1 Certificates

	 

	0%

	 

	N/A

	 

	0%


	Class
A-4-2 Certificates

	 

	0%

	 

	N/A

	 

	N/A


	Class
A-4-X1 Certificates

	 

	N/A

	 

	0%

	 

	N/A


	Class
A-4-X2 Certificates

	 

	N/A

	 

	0%

	 

	0%




 

	Class
of Exchangeable 

Certificates

	 

	Class
Percentage 

Interest in the Class A-5 

Upper-Tier Regular 

Interest

	 

	Class
Percentage 

Interest in the Class A-

5-X1 Upper-Tier 

Regular Interest

	 

	Class
Percentage 

Interest in the Class A-

5-X2 Upper-Tier 

Regular Interest 


	Class
A-5 Certificates

	 

	100%

	 

	100%

	 

	100%


	Class
A-5-1 Certificates

	 

	0%

	 

	N/A

	 

	0%


	Class
A-5-2 Certificates

	 

	0%

	 

	N/A

	 

	N/A


	Class
A-5-X1 Certificates

	 

	N/A

	 

	0%

	 

	N/A


	Class
A-5-X2 Certificates

	 

	N/A

	 

	0%

	 

	0%




 

	Class
of Exchangeable 

Certificates 

	 

	Class
Percentage 

Interest in the Class A-S 

Upper-Tier Regular 

Interest 

	 

	Class
Percentage 

Interest in the Class A-

S-X1 Upper-Tier 

Regular Interest 

	 

	Class
Percentage 

Interest in the Class A-

S-X2 Upper-Tier 

Regular Interest 


	Class
A-S Certificates

	 

	100%

	 

	100%

	 

	100%


	Class
A-S-1 Certificates

	 

	0%

	 

	N/A

	 

	0%


	Class
A-S-2 Certificates

	 

	0%

	 

	N/A

	 

	N/A


	Class
A-S-X1 Certificates

	 

	N/A

	 

	0%

	 

	N/A


	Class
A-S-X2 Certificates

	 

	N/A

	 

	0%

	 

	0%




 

 “Class R Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-2 hereto, and evidencing the sole class of “residual interests” in each Trust REMIC for purposes of the REMIC Provisions.

 

“Class UR Interest”: The uncertificated residual interest in the Upper-Tier REMIC, represented by the Class R Certificates.

 

 



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“Class V Certificate”: A Certificate designated as “Class V” on the face thereof in substantially the form set forth in Exhibit A-3 and designated as a Class V Certificate, and evidencing undivided beneficial ownership of the Class V Specific Grantor Trust Assets.

 

“Class V Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of a portion of any Excess Interest equal to the product of (A) the Non-Retained Percentage and (B) the aggregate amount of Excess Interest received on or prior to the related Determination Date, related amounts in the Excess Interest Distribution Account and the proceeds thereof, beneficial ownership of which is represented by the Class V Certificates.

 

“Class X Certificates”: The Class X-A, Class X-B and Class X-D Certificates, as the context may require.

 

“Class X-A Certificate”: A Certificate designated as “Class X-A” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 

“Class X-A Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-1 and Class A-SB Certificates and the Class A-4 and Class A-5 Upper-Tier Regular Interests.

 

“Class X-A Pass-Through Rate”: The Pass-Through Rate for the Class X-A Certificates for any Distribution Date will equal the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates on the Class A-1 and Class A-SB Certificates and the Class A-4, Class A-4-X1, Class A-4-X2, Class A-5, Class A-5-X1 and Class A-5-X2 Upper-Tier Regular Interests for such Distribution Date, weighted on the basis of their respective Certificate Balances or Notional Amounts immediately prior to the Distribution Date (but excluding the Notional Amounts of any Exchangeable Upper-Tier IO Regular Interests from the denominator of such weighted average calculation). The Pass-Through Rate applicable to the Class X-A Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.

 

“Class X-B Certificate”: A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 

“Class X-B Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A-S Upper-Tier Regular Interest and the Class B Certificates.

 

“Class X-B Pass-Through Rate”: The Pass-Through Rate for the Class X-B Certificates for any Distribution Date will equal the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average of the Pass-Through Rates of the Class A-S, Class A-S-X1 and Class A-S-X2 Upper-Tier Regular Interests and the Class B and Class C Certificates for such Distribution Date, weighted on the basis of their respective aggregate Certificate Balances or Notional Amounts immediately prior to the Distribution Date (but excluding the Notional Amounts of any Exchangeable Upper-Tier IO Regular Interests in the denominator of such weighted average calculation). The Pass-Through

 

 



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Rate applicable to the Class X-B Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.

 

“Class X-D Certificate”: A Certificate designated as “Class X-D” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 

“Class X-D Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class D Certificates.

 

“Class X-D Pass-Through Rate”: The Pass-Through Rate for Class X-D Certificates for any Distribution Date will equal the excess, if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rates of the Class D Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-D Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.

 

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

 

“Clearstream”: Clearstream Banking, S.A. or any successor thereto.

 

“Closing Date”: June 26, 2020.

 

“CMBS”: Commercial mortgage-backed securities.

 

“Code”: The Internal Revenue Code of 1986, as amended from time to time, and applicable final or temporary regulations of the U.S. Department of the Treasury issued pursuant thereto.

 

“Collateral Deficiency Amount”: With respect to any AB Modified Loan as of any date of determination, shall be an amount, calculated by the Special Servicer (other than with respect to any Non-Serviced Mortgage Loan) or the Master Servicer (with respect to any Non-Serviced Mortgage Loan), equal to the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included therein), over (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such Appraised Value (or in the calculation of any related Appraisal Reduction Amount) and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related Mortgagor at the time the Mortgage Loan became (and as part of the modification related thereto) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties (provided that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received by the Master Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y) and solely to the extent not reflected or taken into account in the calculation of any related Appraisal Reduction Amount) held by the lender in respect of such

 

 



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AB Modified Loan as of the date of such determination, which such excess, for the avoidance of doubt, will be determined separately from and exclude any related Appraisal Reduction Amounts. The Certificate Administrator, the Operating Advisor (except to the extent of its review of the related calculations pursuant to Section 3.26(e)) and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral Deficiency Amount with respect to a Serviced Mortgage Loan. The Certificate Administrator, the Special Servicer and the Operating Advisor shall be entitled to conclusively rely on the Master Servicer’s calculation of any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan

 

With respect to any Collateral Deficiency Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a), the Appraised Value for the related Mortgaged Property determined in connection with this definition shall be determined on an “as-is” basis.

 

“Collection Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the related Serviced Companion Noteholders, to the extent funds on deposit in such subaccount are attributed to such Companion Loans and shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust.

 

“Collection Period”: With respect to any Distribution Date and any Mortgage Loan (including any Companion Loan), the period beginning with the day after the Determination Date in the month preceding the month in which such Distribution Date occurs (or, in the case of the first Distribution Date, commencing immediately following the Cut-off Date) and ending with the Determination Date occurring in the month in which such Distribution Date occurs.

 

“Commission”: The Securities and Exchange Commission.

 

“Companion Distribution Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders, which shall be entitled “Wells Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Serviced Companion Noteholders of the Serviced Companion Loans, relating to the BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27, Companion Distribution Account”. The Companion Distribution Account shall not be an asset of the Trust, any Trust REMIC or the Grantor Trust, but instead shall be held by the Companion Paying Agent on behalf of the Serviced Companion Noteholders. Any such account shall be an

 

 



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Eligible Account. Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).

 

“Companion Holders”: Each of the holders of record of any Companion Loan.

 

“Companion Loan(s)”: The Bellagio Hotel and Casino Pari Passu Companion Loans, the 55 Hudson Yards Pari Passu Companion Loans, the 525 Market Pari Passu Companion Loans, the 200 West 57th Street Pari Passu Companion Loan, the Ralph Lauren HQ New Jersey Pari Passu Companion Loan, the 711 Fifth Avenue Pari Passu Companion Loans, the 1633 Broadway Pari Passu Companion Loans, the 560 Mission Street Pari Passu Companion Loans and any AB Subordinate Companion Loan.

 

“Companion Loan Rating Agency”: Any NRSRO rating any class of Serviced Pari Passu Companion Loan Securities.

 

“Companion Paying Agent”: With respect to the Serviced Companion Loans, if any, the Master Servicer in its role as Companion Paying Agent appointed pursuant to Section 3.27.

 

“Compensating Interest Payments”: With respect to the Master Servicer, an aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other than Non-Serviced Mortgage Loans) for which the Master Servicer is acting as Master Servicer and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan or any Mortgage Loan or related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Serviced Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which the Master Servicer is acting as Master Servicer for which Servicing Fees are being paid to the Master Servicer in such Collection Period, calculated at a rate of 0.00250% per annum, (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) (and, so long as a Serviced Whole Loan is serviced hereunder, any related Serviced Pari Passu Companion Loan) for which the Master Servicer is acting as Master Servicer subject to such prepayment and (C) to the extent earned on voluntary principal prepayments, net investment earnings payable to the Master Servicer for such Collection Period received by the Master Servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced Mortgage Loans) for which the Master Servicer is acting as Master Servicer or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan

 

 



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 is a Specially
Serviced Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer
is required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y)(i) at the request or with the
consent of the Special Servicer or, (ii) for so long as no Control Termination Event has occurred and is continuing and,
other than with respect to an Excluded Loan as to the Directing Certificateholder or the Holder of the majority of the
Controlling Class, at the request or with the consent of the Directing Certificateholder, or (Z) in connection with the
payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for
the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above, the aggregate
amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i) above
in connection with such Prohibited Prepayments. The Master Servicer shall not be required to make any Compensating Interest
Payment as a result of any prepayments on Mortgage Loans or Companion Loans for which it does not act as Master Servicer or
on any AB Subordinate Companion Loan.

 

For the avoidance of doubt, Compensating Interest Payments attributable to a Serviced Whole Loan shall be allocated among the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s), pro rata, in accordance with their respective principal balances.

 

“Consultation Termination Event”: At any date at which (i) no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts or (ii) a Holder of a majority of the Class F Certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder, and such rights have not been reinstated to a successor controlling class certificateholder pursuant to Section 3.23(l); provided that no Consultation Termination Event resulting solely from the operation of clause (ii) shall be deemed to have existed or be in continuance with respect to a successor majority Holder of Class F Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder; provided, that no Consultation Termination Event may occur with respect to a Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to a Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further, that a Consultation Termination Event shall be deemed not continuing in the event that the Certificate Balances of the Principal Balance Certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans.

 

“Consumer Price Index for All Urban Consumers”: The “Consumer Price Index for All Urban Consumers” as published by the U.S. Department of Labor.

 

“Control Eligible Certificates”: Any of the Class F, Class G or Class H Certificates.

 






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“Control
Termination Event”: The occurrence of (i) the Certificate Balance of the Class F Certificates (taking into account the
application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance
with Section 4.05(a)) being reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a
Holder of the Class F Certificates becoming the majority Controlling Class Certificateholder and has irrevocably waived its right,
in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated
to a successor controlling class certificateholder pursuant to Section 3.23(l) (provided that no Control Termination
Event resulting solely from the operation of clause (ii) shall be deemed to have existed or be in continuance with respect to
a successor majority holder of the Class F certificates that has not irrevocably waived its right to exercise any of the rights
of the controlling class certificateholder); provided, that no Control Termination Event may occur with respect to a Loan-Specific
Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Control Termination Event” shall
not be applicable to a Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided,
further, that a Control Termination Event shall be deemed not continuing in the event that the Certificate Balances of
the Principal Balance Certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero
as a result of the allocation of principal payments on the Mortgage Loans.


 


“Controlling
Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has an aggregate Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such
Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class;
provided, that if at any time the Certificate Balances of the Principal Balance Certificates other than the Control Eligible
Certificates and the RR Interest have been reduced to zero as a result of the allocation of principal payments on the Mortgage
Loans, then the Controlling Class shall be the most subordinate Class among the Control Eligible Certificates that has a Certificate
Balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing
Date will be the Class H Certificates.


 


“Controlling
Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Depositor, the Trustee, the
Master Servicer, the Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense
of the Trust) that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling
Class and the Certificate Administrator shall promptly provide such list without charge to such Depositor, Trustee, Master Servicer,
Operating Advisor or Special Servicer, as applicable. The Trustee, the Master Servicer, the Special Servicer and the Operating
Advisor shall be entitled to rely on any such list so provided.


 


“Conveyed
Property”: As defined in Section 2.01(a).


 


“Corporate
Trust Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of
the execution of this


 






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Agreement is located (i) with respect to Certificate transfers and surrenders, at 600 South 4th Street,
7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479; (ii) with respect to the Trustee at 1100 North Market Street, Wilmington,
Delaware 19890, Attention: CMBS Trustee BANK 2020-BNK27; and (iii) for all other purposes, to the Certificate Administrator at
9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), BANK 2020-BNK27.


 


“Corrected
Loan”: Any Specially Serviced Loan that has become current and remained current for three (3) consecutive Periodic Payments
(for such purposes taking into account any modification or amendment of the related Mortgage Loan or Companion Loan, as applicable,
whether by a consensual modification or in connection with a bankruptcy, insolvency or similar proceeding involving the Mortgagor),
and (provided that no other Servicing Transfer Event has occurred with respect to such Mortgage Loan or Companion Loan
during such preceding three (3) months, no additional event of default is foreseeable in the reasonable judgment of the Special
Servicer and no other event or circumstance exists that causes such Mortgage Loan or Companion Loan, as applicable, to otherwise
constitute a Specially Serviced Loan) the servicing of which the Special Servicer has returned to the Master Servicer pursuant
to Section 3.19(a).


 


“Corresponding
Exchangeable Upper-Tier Regular Interests”: With respect to each Class of Exchangeable Certificates, the Exchangeable
Upper-Tier Regular Interests set forth next to it in the table below.


 


	Class
of Exchangeable Certificates

	 	Corresponding
Exchangeable Upper-Tier

 Regular Interests

	Class
    A-4	 	Class
    A-4, Class A-4-X1, Class A-4-X2
	Class
    A-4-1	 	Class
    A-4, Class A-4-X2
	Class
    A-4-2	 	Class
    A-4
	Class
    A-4-X1	 	Class
    A-4-X1
	Class
    A-4-X2	 	Class
    A-4-X1, Class A-4-X2
	Class
    A-5	 	Class
    A-5, Class A-5-X1, Class A-5-X2
	Class
    A-5-1	 	Class
    A-5, Class A-5-X2
	Class
    A-5-2	 	Class
    A-5
	Class
    A-5-X1	 	Class
    A-5-X1
	Class
    A-5-X2	 	Class
    A-5-X1, Class A-5-X2
	Class
    A-S	 	Class
    A-S, Class A-S-X1, Class A-S-X2
	Class
    A-S-1	 	Class
    A-S, Class A-S-X2
	Class
    A-S-2	 	Class
    A-S
	Class
    A-S-X1	 	Class
    A-S-X1
	Class
    A-S-X2	 	Class
    A-S-X1, Class A-S-X2


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate
Administrator, the Master Servicer, the Special Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan and REO Loan (other than the portion
of an REO Loan related to any Companion Loan) and for any Distribution Date, the amount accrued during the related Interest Accrual
Period at the CREFC® Intellectual Property Royalty License Fee Rate on the Stated Principal Balance of such Mortgage
Loan or REO Loan as of the close of business on the Distribution Date in such Interest Accrual Period; provided that such
amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment
due or deemed due on the related Mortgage Loan or REO Loan is computed and shall be prorated for partial periods. For the avoidance
of doubt, the CREFC® Intellectual Property Royalty License Fee shall be deemed payable by the Master Servicer from
the Lower-Tier REMIC.


 


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


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time
as the “CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor
Reporting Package contains eight (8) electronic files ((1) CREFC® Loan Setup File, (2) CREFC®
Loan Periodic Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File,
(5) CREFC® Collateral Summary File, (6) CREFC® Financial File, (7) CREFC®
Special Servicer Loan File and (8) CREFC® Schedule AL File) and eleven (11) surveillance reports ((1) CREFC®
Servicer Watch List, (2) CREFC® Delinquent Loan Status Report, (3) CREFC® REO Status
Report, (4) CREFC® Comparative Financial Status Report, (5) CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (6) CREFC® Operating Statement Analysis Report, (7) CREFC®
Servicer Remittance to Certificate Administrator, (8) CREFC® Significant Insurance Event Report, (9) CREFC®
NOI Adjustment Worksheet, (10) CREFC® Loan Level Reserve/LOC Report and (11) with respect to Mortgage
Loans that have a Companion Loan, as applicable, the CREFC® Total Loan Report). In addition, the CREFC®
Investor Reporting Package shall include the CREFC® Advance Recovery Report. In addition, the CREFC®
Investor Reporting Package shall include the following nine (9) templates: (1) CREFC® Appraisal Reduction
Template, (2) CREFC® Servicer Realized Loss Template, (3) CREFC® Reconciliation of Funds
Template, (4) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC®
Historical Liquidation Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template, (7) CREFC®
Loan Modification Report, (8) CREFC® Loan Liquidation Report and (9) CREFC® REO
Liquidation


 






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Report. The CREFC® Investor Reporting Package shall be substantially in the form of, and containing
the information called for in, the downloadable forms of the “CREFC® IRP” available as of the Closing
Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional
information or reports as may from time to time be approved by the CREFC® for CMBS transactions generally. For
the purposes of the production of the CREFC® Comparative Financial Status Report by the Master Servicer or the
Special Servicer of any such report that is required to state information for any period prior to the Cut-off Date, the Master
Servicer or the Special Servicer, as the case may be, may conclusively rely (without independent verification), absent manifest
error, on information provided to it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such
a report produced by the Master Servicer, by the Special Servicer (if other than the Master Servicer or an Affiliate thereof)
and (y) in the case of such a report produced by the Special Servicer, by the Master Servicer (if other than the Special
Servicer or an Affiliate thereof).


 


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


 


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


 


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


 


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


 


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


 


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



 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC® Schedule
AL File”: The data file in the “Schedule AL File” format substantially in the form of and containing
the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may
be approved from time to time by the CREFC® for commercial mortgage securities transactions generally; provided
that the Depositor has confirmed in writing to the Master Servicer and the Certificate Administrator that any change to
such “Schedule AL File” format complies with the requirements of Item 1125 of Regulation AB.


 






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


 


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


 


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


 


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


 


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


 


“CREFC®
Total Loan Report”: A monthly report substantially in the form of, and containing the information called for in,
the downloadable form of the “Total Loan Report” available as of the Closing Date on the CREFC® Website,
or in such other form for the presentation of such information and containing such additional information as may from time to
time be adopted by the CREFC® for CMBS transactions and is reasonably acceptable to the Master Servicer.


 


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


 


“Cross-Over
Date”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates (other than the Class
A-S Exchangeable Certificates) and the Class A-S Upper-Tier Regular Interest have all previously been reduced to zero as a result
of the allocation of Realized Losses to such Certificates.


 


“Crossed
Mortgage Loan Group”: With respect to (i) any mortgage loan that consists of more than one commercial mortgage
loan, the underlying group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two (2)
or more individual mortgage loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized
and cross-defaulted mortgage loans. There is no Crossed Mortgage Loan Group related to the Trust.


 






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“Crossed
Underlying Loan”: With respect to any Crossed Mortgage Loan Group, a mortgage loan that is cross-collateralized and
cross-defaulted with one or more other mortgage loans within such Crossed Mortgage Loan Group. There is no Crossed Underlying
Loan related to the Trust.


 


“Crossed
Underlying Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not
all) of the Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed
Mortgage Loan Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying
Loans” and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the
“remaining Crossed Underlying Loans”) (i) the debt service coverage ratio for all the remaining Crossed Underlying
Loans for the four (4) most recently reported calendar quarters preceding the repurchase or substitution shall not be less than
the least of (a)  the debt service coverage ratio for the Crossed Mortgage Loan Group (including the affected Crossed Underlying
Loan(s)) set forth in Annex A-1 to the Prospectus, (b) the debt service coverage ratio for the Crossed Mortgage Loan Group
(including the affected Crossed Underlying Loan(s)) for the four (4) preceding calendar quarters preceding the repurchase or replacement
and (c) 1.25x, (ii) the loan-to-value ratio for all the remaining Crossed Underlying Loans determined at the time of
repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan
Seller shall not be greater than the greatest of (a) the loan-to-value ratio, expressed as a whole number percentage (taken
to one (1) decimal place), for the entire Crossed Mortgage Loan Group, (including the affected Crossed Underlying Loan(s)) set
forth in Annex A-1 to the Prospectus, (b) the loan-to-value ratio, expressed as a whole number percentage (taken to one (1)
decimal place), for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s) at the time
of repurchase or substitution, and (c) 75%, (iii) the related Mortgage Loan Seller, at its expense, shall have furnished
the Trustee and the Certificate Administrator with an Opinion of Counsel that any modification relating to the repurchase or substitution
of a Crossed Underlying Loan shall not cause an Adverse REMIC Event, (iv) the related Mortgage Loan Seller causes the affected
Crossed Underlying Loan to become not cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans
prior to such repurchase or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral
for any Crossed Underlying Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement rights against
the Primary Collateral for the Mortgage Loan removed from the Trust) and (v) (other than with respect to any Mortgage Loan
that is an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class)
unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder shall have consented to the
repurchase or substitution of the affected Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned
or delayed.


 


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


 






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the Master Servicer and the Certificate Administrator shall be entitled to conclusively rely on the
applicable Non-Serviced Special Servicer’s calculation or determination of any Appraisal Reduction Amount with respect to
such Non-Serviced Mortgage Loan, and the Special Servicer and the Certificate Administrator shall be entitled to conclusively
rely on the Master Servicer’s calculation or determination of any Collateral Deficiency Amount with respect to such Non-Serviced
Mortgage Loan.


 


“Cure/Contest
Period”: As defined in Section 12.01(b)(vii).


 


“Custodial
Exception Report”: As defined in Section 2.02(b).


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which Person shall not be the Depositor, any of the Mortgage Loan Sellers or (except to the extent Wells Fargo Bank, National
Association is the Custodian) an Affiliate of any of them. The Certificate Administrator shall be the initial Custodian. Wells
Fargo Bank, National Association will perform its duties as Custodian hereunder through its Document Custody division (including,
as applicable, any agents or affiliates utilized thereby).


 


“Cut-off
Date”: With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in June 2020, or with respect
to any Mortgage Loan that has its first Due Date after June 2020, the date that would have otherwise been the related Due Date
in June 2020.


 


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


 


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


 


“Default
Interest”: With respect to any Mortgage Loan or Companion Loan and any Collection Period, all interest accrued in respect
of such Mortgage Loan or Companion Loan during such Collection Period provided for in the related Mortgage Note or Mortgage as
a result of a default (exclusive of late payment charges) that is in excess of interest at the related Mortgage Rate accrued on
the unpaid principal balance of such Mortgage Loan or Companion Loan outstanding from time to time.


 


“Defaulted
Loan”: A Serviced Mortgage Loan or a Serviced Whole Loan that is a Specially Serviced Loan and (i) that is delinquent
at least sixty (60) days in respect of its Periodic Payments (other than a Balloon Payment) or in respect of its Balloon Payment,
if any; provided that in respect of a Balloon Payment, such period will be one hundred-twenty (120) days if the related
Mortgagor has provided the Master Servicer or Special Servicer with a written and fully executed (subject only to customary final
closing conditions) refinancing commitment


 






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(or if refinancing commitments are not then customarily issued by commercial mortgage
lenders, such written, executed and binding alternative documentation as is customarily used by commercial real estate lenders
for such purpose) or purchase and sale agreement from an acceptable lender or purchaser, as applicable, and reasonably satisfactory
in form and substance to the Master Servicer or Special Servicer (and the Master Servicer and Special Servicer shall promptly
forward such documentation to the Directing Certificateholder); and, in either case, such delinquency is to be determined without
giving effect to any Grace Period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of
payments under the related Mortgage and Mortgage Note or (ii) as to which the Special Servicer has, by written notice to
the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note. For the avoidance
of doubt, a defaulted Companion Loan does not constitute a “Defaulted Loan”.


 


“Defeasance
Accounts”: As defined in Section 3.18(j).


 


“Defect”:
As defined in Section 2.02(f).


 


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


 


“Deficient
Valuation”: With respect to any Mortgage Loan or Serviced Whole Loan, as applicable, a valuation by a court of competent
jurisdiction of the related Mortgaged Property in an amount less than the then-outstanding principal balance of such Mortgage
Loan or Serviced Whole Loan which valuation results from a proceeding initiated under the Bankruptcy Code.


 


“Definitive
Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class R
Certificates, the Class V Certificates, the RR Interest and any Certificate issued pursuant to Section 5.02(c) and
Section 5.02(d) shall be Definitive Certificates. For the avoidance of doubt, any RR Interest shall at all times during
the RR Interest Transfer Restriction Period be a Definitive Certificate.


 


“Delinquent
Loan”: A Mortgage Loan that is delinquent at least sixty (60) days in respect of its Periodic Payments or Balloon Payment,
if any, in either case such delinquency to be determined without giving effect to any Grace Period. For the avoidance of doubt,
a delinquency that would have existed but for a Payment Accommodation will not constitute a delinquency, for so long as the related
borrower is complying with the terms of such Payment Accommodation.


 






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“Denomination”:
With respect to any Certificate or any beneficial interest in a Certificate the amount (i) (a) set forth on the face
thereof or set forth on a schedule attached thereto (subject, in the case of an Exchangeable Certificate, to any adjustments thereto
as reflected on the schedule attached to such Certificate) or (b) in the case of any beneficial interest in a Book-Entry
Certificate, the interest of the related Certificate Owner in the applicable Class of Certificates as reflected on the books and
records of the Depository or related Depository Participant, as applicable, (ii) expressed in terms of initial Certificate
Balance or initial Notional Amount, as applicable, and (iii) in an authorized denomination, as set forth in Section 5.01(a).


 


“Depositor”:
Banc of America Merrill Lynch Commercial Mortgage Inc., a Delaware corporation, or its successor in interest.


 


“Depository”:
DTC, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates
that are to be Book-Entry Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation”
as defined in Section 8-102(3) of the UCC of the State of New York and a “clearing agency” registered pursuant
to the provisions of Section 17A of the Exchange Act.


 


“Depository
Participant”: A broker, dealer, bank or other financial institution or other Person for whom from time to time the Depository
effects book-entry transfers and pledges of securities deposited with the Depository.


 


“Designated
Site”: The website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan Sellers.


 


“Determination
Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if
the eleventh (11th) calendar day of that month is not a Business Day, then the next Business Day), commencing
in July 2020.


 


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


 


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


 


(i)                 the Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the Trustee
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


(ii)                the Mortgage, together with a copy of any intervening Assignments of Mortgage, in each case, with evidence of recording indicated
thereon or certified to have been submitted for recording (if in the possession of the applicable Mortgage Loan Seller);


 






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(iii)               any related Assignment of Leases and of any intervening Assignments (if such item is a document separate from the Mortgage), in
each case, with evidence of recording indicated thereon or certified to have been submitted for recording (if in the possession
of the applicable Mortgage Loan Seller);


 


(iv)               all modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the terms
or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated;


 


(v)               
the policy or certificate of lender’s title insurance issued in connection with the origination of such Mortgage Loan, or,
if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy
that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding
escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy;


 


(vi)              any UCC financing statements, related amendments and continuation statements in the possession of the applicable Mortgage Loan
Seller;


 


(vii)             any Intercreditor Agreement relating to permitted debt of the Mortgagor, including any Intercreditor Agreement relating to a Serviced
Whole Loan;


 


(viii)            any loan agreement, escrow agreement, security agreement or letter of credit relating to a Mortgage Loan or a Serviced Whole Loan;


 


(ix)               any ground lease, related ground lessor estoppel, indemnity or guaranty relating to a Mortgage Loan or a Serviced Whole Loan;


 


(x)                any property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xi)               any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with
respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the
franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan;


 


(xii)              any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xiii)             any related mezzanine intercreditor agreement;


 


(xiv)             all related environmental reports; and


 






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(xv)               
all related environmental insurance policies;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)               
a copy of all zoning reports;


 


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


 


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


 


(n)               
a copy of all UCC searches;


 


(o)               
a copy of all litigation searches;


 


(p)               
a copy of all bankruptcy searches;


 


(q)               
a copy of any origination settlement statement;


 


(r)                
a copy of the Insurance Summary Report;


 






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


 


(t)                
a copy of all escrow statements related to the escrow account balances as of the Mortgage Loan origination date;


 


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


 


(v)               
a copy of any closure letter (environmental); and


 


(w)              
a copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties;


 


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


 


“Directing
Certificateholder”: (A) With respect to a Servicing Shift Mortgage Loan, the Directing Certificateholder shall be the
related Loan-Specific Directing Certificateholder, and (B) with respect to each Mortgage Loan (other than a Servicing Shift Mortgage
Loan), the initial Directing Certificateholder shall be LD II Holdco XI LLC, a Delaware limited liability company. Thereafter,
with respect to the Mortgage Loans described in clause (B) of the first sentence of this definition, the Directing Certificateholder
shall be the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the Controlling Class
Certificateholders (by Certificate Balance, as determined by the Certificate Registrar) from time to time; provided, that
(i) absent that selection, or (ii) until a Directing Certificateholder is so selected or (iii) upon receipt of
a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder
is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling
Class (or a representative thereof) will be the Directing Certificateholder; provided, that, in the case of this clause (iii),
in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no
Directing Certificateholder until appointed in accordance with the terms of this Agreement. After the occurrence and during the
continuance of a Control Termination Event, the Directing Certificateholder with respect to the Mortgage Loans described in clause (B)
of the first sentence


 






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of this definition shall only retain its consultation rights to the extent specifically provided for herein.
After the occurrence of a Consultation Termination Event, there will be no Directing Certificateholder with respect to the Mortgage
Loans described in clause (B) of the first sentence of this definition. The Depositor shall promptly provide the name and
contact information for the initial Directing Certificateholder upon request of any party to this Agreement and any such requesting
party may conclusively rely on the name and contact information provided by the Depositor. In the event the Controlling Class
Certificateholder has elected to irrevocably waive its right to appoint a Directing Certificateholder with respect to the Mortgage
Loans described in clause (B) of the first sentence of this definition, or to exercise any of the rights of the Controlling
Class Certificateholder, there will be no Directing Certificateholder with respect to the Mortgage Loans described in clause (B)
of the first sentence of this definition and no party will be entitled to exercise any of the rights of such Directing Certificateholder
until such time as a Controlling Class Certificateholder is reinstated pursuant to Section 3.23(l) and a new Directing
Certificateholder with respect to the Mortgage Loans described in clause (B) of the first sentence of this definition is
appointed in accordance with the terms hereof. The Certificate Administrator and the other parties hereto shall be entitled to
assume that the identity of the Directing Certificateholder has not changed until such parties receive written notice of a replacement
of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class (as confirmed by the Certificate
Registrar), or the resignation of the then-current Directing Certificateholder. As used herein, the term “Directing Certificateholder,”
unless used in relation to a Servicing Shift Mortgage Loan, means the entity determined pursuant to clause (B) of the first sentence
of this definition.


 


“Directly
Operate”: With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing
or rendering of services to the tenants thereof, that are not customarily provided to tenants in connection with the rental of
space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management
or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the use of such REO Property
in a trade or business conducted by the Trust or on behalf of a Companion Holder or the performance of any construction work on
the REO Property other than through an Independent Contractor; provided, however, that an REO Property shall not
be considered to be Directly Operated solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or
capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).


 


“Disclosable
Special Servicer Fees”: With respect to any Serviced Mortgage Loan and any related Serviced Companion Loan (including
any related REO Property), any compensation and other remuneration (including, without limitation, in the form of commissions,
brokerage fees, or rebates, or as a result of any other fee-sharing arrangement) received or retained by the Special Servicer
or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor, any manager, any
guarantor or indemnitor in respect of a Mortgage Loan or Serviced Companion Loan and any purchaser of any such Mortgage Loan or
Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of such Mortgage Loan or Serviced
Companion Loan, the management or disposition of any REO Property, and the performance by the Special Servicer or


 






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any such Affiliate
of any other special servicing duties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate Fees
and (2) any compensation to which the Special Servicer is entitled pursuant to Section 3.11 of this Agreement
or any Non-Serviced PSA.


 


“Disclosure
Parties”: As defined in Section 3.13(f).


 


“Discount
Rate”: As defined in Section 4.01(e).


 


“Dispute
Resolution Consultation”: As defined in Section 2.03(l)(iii).


 


“Dispute
Resolution Cut-off Date”: As defined in Section 2.03(l)(i).


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the
United States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if
all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by
such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of any
of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the
tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1)
of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any
other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to the
Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an
Ownership Interest in a Class R Certificate by such Person may cause either Trust REMIC to fail to qualify as a REMIC at
any time that the Certificates are outstanding or any Person having an Ownership Interest in any Class of Certificates (other
than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,” “State”
and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Accounts”: Collectively, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account and the
Excess Interest Distribution Account (and in each case any subaccount thereof), all of which may be subaccounts of a single Eligible
Account.


 






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“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in July 2020. The initial Distribution
Date shall be July 17, 2020.


 


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


 


“Do
Not Hire List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer, which lists
certain parties identified by the Depositor as having failed to comply (after any applicable cure period) with their respective
obligations under Article XI of this Agreement or as having failed to comply (after any applicable cure period) with
any similar Regulation AB reporting requirements under any other securitization transaction. For the avoidance of doubt, as of
the Closing Date, no parties appear on the Do Not Hire List.


 


“Dodd-Frank
Act”: The Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended from time to time.


 


“DTC”:
The Depository Trust Company, a New York corporation.


 


“Due
Date”: With respect to (i) any Mortgage Loan or Companion Loan, as applicable, on or prior to its Maturity Date,
the day of the month set forth in the related Mortgage Note on which each Periodic Payment thereon is scheduled to be first due,
(ii) any Mortgage Loan or Companion Loan, as applicable, after the Maturity Date therefor, the day of the month set forth
in the related Mortgage Note on which each Periodic Payment on such Mortgage Loan or Companion Loan, as applicable, had been scheduled
to be first due, and (iii) any REO Loan, the day of the month set forth in the related Mortgage Note on which each Periodic
Payment on the related Mortgage Loan or Companion Loan, as applicable, had been scheduled to be first due.


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: With respect to (a) the CREFC® Schedule AL File and the Schedule AL Additional File, XML format
or such other format as mutually agreed to between the Depositor, Certificate Administrator and the Master Servicer and (b) any
report, file or document other than those listed in clause (a) above, any format compatible with EDGAR, including HTML, Word or
clean, searchable PDFs.


 


“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered
depository institution or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit
rating or long-term unsecured debt obligations or deposits of which are rated at least “A2” by Moody’s, if the
deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which
have a short-term rating of not less than “P-1” from Moody’s, if the deposits are to be held in such account
for less than thirty (30) days and (B) the long-term unsecured debt obligations or deposits of which are rated at least “A”
by Fitch (to the extent rated by Fitch), if the deposits are to be held in such account for thirty (30) days or more, and the
short-term debt obligations or deposits of which have a short-term rating of not less than “F1” from Fitch (to the
extent rated by Fitch), if the deposits are to be held in such account for less than thirty (30) days; (ii) an account or
accounts maintained with Wells Fargo Bank, National


 






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Association so long as Wells Fargo Bank, National Association’s long-term
unsecured debt rating shall be at least “A2” from Moody’s and “A” from Fitch (to the extent rated
by Fitch) (if the deposits are to be held in the account for more than thirty (30) days) or Wells Fargo Bank, National Association’s
short-term deposit or short-term unsecured debt rating shall be at least “P-1” from Moody’s and “F1”
from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for thirty (30) days or less); (iii)
an account or accounts maintained with PNC Bank, National Association so long as PNC Bank, National Association’s long-term
unsecured debt or deposit rating shall be at least “A2” from Moody’s and “A” from Fitch (to the
extent rated by Fitch) (if the deposits are to be held in the account for more than thirty (30) days) or PNC Bank, National Association’s
short term deposit or short term unsecured debt rating shall be at least “P-1” from Moody’s and “F1”
from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for thirty (30) days or less); (iv) such
other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable
clause, would be listed in clause (i) or (iii) above, with respect to which a Rating Agency Confirmation
has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with
respect to such account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, the
Master Servicer or the Special Servicer; (v) any other account or accounts not listed in clause (i) or (iii)
above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25), which account may be an account maintained by or with the Certificate Administrator, the Trustee,
the Master Servicer or the Special Servicer; or (vi) a segregated trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating
of at least “A2” from Moody’s (if the deposits are to be held in the account for more than thirty (30) days)
or a short-term unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held in the
account for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity,
provided that any state chartered depository institution or trust company is subject to regulation regarding fiduciary
funds substantially similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be
evidenced by a certificate of deposit, passbook or other similar instrument.


 


“Eligible
Asset Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of DBRS Morningstar, Fitch, KBRA, Moody’s or S&P and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which any of DBRS Morningstar, Fitch, KBRA,
Moody’s or S&P has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for
such transaction citing servicing or other relevant concerns with the Special Servicer, operating advisor or asset representations
reviewer, as applicable, as the sole or material factor in such rating action, (b) can and will make the representations
and warranties set forth in Section 6.01(d), (c) is not (and is not affiliated with) a Sponsor, a Mortgage Loan
Seller, an originator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the
Directing Certificateholder, the Risk


 






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Retention Consultation Party or any of their respective Affiliates, (d) has not performed
(and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or
similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of
any Sponsor, any Mortgage Loan Seller, any Underwriter, any party to this Agreement, the Directing Certificateholder, the Risk
Retention Consultation Party or any of their respective Affiliates, or have been paid any fees, compensation or other remuneration
by any of them in connection with any such services, and (e) does not directly or indirectly, through one or more Affiliates
or otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion
Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in
fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable).


 


“Eligible
Operating Advisor”: An entity (a) that is a special servicer or operating advisor on a CMBS transaction rated by
the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been a special servicer or
operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or ratings of
one or more classes of certificates for such transaction citing servicing or other relevant concerns with the special servicer
or operating advisor, as applicable, as the sole or a material factor in such rating action; (b) that can and will make the
representations and warranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement; (c) that
is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, a Mortgage Loan Seller, the Directing Certificateholder, the Risk Retention Consultation Party or a depositor, a trustee,
a certificate administrator, a master servicer or a special servicer with respect to the securitization of a Companion Loan, or
any of their respective Affiliates; (d) that has not been paid by the Special Servicer or successor special servicer any
fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment or recommendation
for replacement of a successor special servicer to become a special servicer under this Agreement; and (e) that (i) has been regularly
engaged in the business of analyzing and advising clients in CMBS matters and has at least five (5) years of experience in collateral
analysis and loss projections and (ii) has at least five (5) years of experience in commercial real estate asset management and
experience in the workout and management of distressed commercial real estate assets.


 


“Enforcing
Party”: The person obligated to or that elects pursuant to Section 2.03 to enforce the rights of the Trust
against the related Mortgage Loan Seller with respect to the Repurchase Request.


 


“Enforcing
Servicer”: (a) With respect to a Specially Serviced Loan, the Special Servicer, and (b) with respect to a Non-Specially
Serviced Loan, (i) in the case of a Repurchase Request made by the Special Servicer, the Directing Certificateholder or a
Controlling Class Certificateholder, the Master Servicer, and (ii) in the case of a Repurchase Request made by any Person
other than the Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder, (A) prior to a
Resolution Failure relating to such Non-Specially Serviced Loan, the Master Servicer, and (B) from and after a Resolution
Failure relating to such Non-Specially Serviced Loan, the Special Servicer, in each case pursuant to Section 2.03(k)(iv).


 






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“Environmental
Assessment”: An “environmental site assessment” as such term is defined in, and meeting the criteria of,
the American Society of Testing Materials Standard Section E 1527-00, or any successor thereto.


 


“Environmental
Indemnity Agreement”: With respect to any Mortgage Loan, any agreement between the Mortgagor (or a guarantor thereof)
and the originator of such Mortgage Loan relating to the Mortgagor’s obligation to remediate or monitor or indemnify for
any environmental problems relating to the related Mortgaged Property.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA
Plan”: As defined in Section 5.03(r).


 


“ERISA
Restricted Certificate”: Any Certificate (other than a Class R or Class V Certificate) that does not meet the requirements
of Prohibited Transaction Exemption 96-22 (as such exemption may be amended from time to time) as of the date of the acquisition
of such Certificate by a Plan. As of the Closing Date, each of the Class F, Class G and Class H Certificates and the RR Interest
is an ERISA Restricted Certificate.


 


“Escrow
Payment”: Any payment received by the Master Servicer or the Special Servicer for the account of any Mortgagor for application
toward the payment of real estate taxes, assessments, insurance premiums, ground lease rents and similar items in respect of the
related Mortgaged Property, including amounts for deposit to any reserve account.


 


“EU
Hedging Covenant”: As defined in the EU Credit Risk Retention Agreement.


 


“EU
Retention Covenant”: As defined in the EU Credit Risk Retention Agreement.


 


“EU
Credit Risk Retention Agreement”: The EU Credit Risk Retention Agreement, dated and effective as of the Closing Date,
between Bank of America, National Association, Morgan Stanley Bank, N.A., Wells Fargo Bank, National Association, the Trust, the
Depositor, the Trustee and the Certificate Administrator.


 


“EU
Transfer Restriction Period”: The period from the Closing Date until the EU Credit Risk Retention Agreement has been
terminated or is no longer in effect, as confirmed by an acknowledgement of the foregoing by all parties to the EU Credit Risk
Retention Agreement.


 


“Euroclear”:
The Euroclear System or any successor thereto.


 


“Excess
Interest”: With respect to each ARD Loan, interest accrued on such ARD Loan after the Anticipated Repayment Date allocable
to the Excess Rate, including all interest accrued thereon to the extent permitted by applicable law and the related Mortgage
Loan documents. The Excess Interest shall not be an asset of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


 






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“Excess
Interest Certificates”: Any Class of commercial mortgage pass-through certificates issued under this Agreement that
are designated as evidencing an interest in the Excess Interest Grantor Trust Assets. The Class V Certificates shall be Excess
Interest Certificates.


 


“Excess
Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts
(or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which
shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of BANK 2020-BNK27, Commercial Mortgage Pass-Through
Certificates, Series 2020-BNK27, Class V Certificates and the RR Interest, Excess Interest Distribution Account”, and which
must be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely
for the benefit of the Holders of the RR Interest and the Excess Interest Certificates. The Excess Interest Distribution Account
shall not be an asset of either Trust REMIC, but rather shall be an asset of the Grantor Trust. 


 


“Excess
Interest Grantor Trust Assets”: The portion of the Trust Fund consisting of the Excess Interest, the Excess Interest
Distribution Account and the proceeds thereof. 


 


“Excess
Modification Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and
any particular modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment
of a Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor
with respect to the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under
the related Intercreditor Agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable,
as compensation within the prior twelve (12) months of such modification, waiver, extension or amendment, but only to the extent
those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Excess
Modification Fees”: With respect to any Serviced Mortgage Loan or Serviced Whole Loan, the sum of (A) the excess,
if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment of any of the
terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed additional expenses
(including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise paid or reimbursed
by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on
behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, and reimbursed from such
Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in the preceding clause (A),
which expenses have been recovered from the related Mortgagor or otherwise. With respect to each of the Master Servicer and the
Special Servicer, the Excess Modification Fees collected and earned by such Person from the related Mortgagor (taken in the aggregate
with any other Excess Modification Fees collected and earned by such Person from the related Mortgagor within the prior twelve (12)
months of the collection of the current Excess Modification Fees) will be subject to a cap of 1.0% of the outstanding principal
balance of the related Mortgage Loan or Serviced Whole Loan, as


 






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applicable, on the closing date of the related modification, extension,
waiver or amendment (after giving effect to such modification, extension, waiver or amendment) with respect to any Mortgage Loan
or Serviced Whole Loan, as applicable.


 


“Excess
Prepayment Interest Shortfall”: For any Distribution Date, the Non-Retained Percentage of the Aggregate Excess Prepayment
Interest Shortfall for such Distribution Date.


 


“Excess
Rate”: With respect to each ARD Loan, the excess of (i) the applicable Revised Rate over (ii) the applicable
Mortgage Rate, each as set forth in the Mortgage Loan Schedule.


 


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


 


“Exchange
Date”: As defined in Section 5.11(e).


 


“Exchangeable
Certificate”: Any of the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates and the Class
A-S Exchangeable Certificates.


 


“Exchangeable
Class Specific Grantor Trust Assets”: With respect to any Class of Exchangeable Certificates, its Class Percentage Interest
in each Corresponding Exchangeable Upper-Tier Regular Interest.


 


“Exchangeable
P&I Certificates”: Any of the Class A-4, Class A-4-1, Class A-4-2, Class A-5, Class A-5-1, Class A-5-2, Class A-S,
Class A-S-1 and Class A-S-2 Certificates.


 


“Exchangeable
Upper-Tier IO Regular Interest”: Each of the Class A-4-X1 Upper-Tier Regular Interest, the Class A-4-X2 Upper-Tier Regular
Interest, the Class A-5-X1 Upper-Tier Regular Interest, the Class A-5-X2 Upper-Tier Regular Interest, the Class A-S-X1 Upper-Tier
Regular Interest and the Class A-S-X2 Upper-Tier Regular Interest.


 


“Exchangeable
Upper-Tier P&I Regular Interest”: Each of the Class A-4 Upper-Tier Regular Interest, the Class A-5 Upper-Tier Regular
Interest and the Class A-S Upper-Tier Regular Interest.


 


“Exchangeable
Upper-Tier Regular Interest”: Each of the Exchangeable Upper-Tier P&I Regular Interests and the Exchangeable Upper-Tier
IO Regular Interests.


 


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Loan, the Directing Certificateholder or any
Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan.
Promptly upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder becoming
an “Excluded Controlling Class Holder”, the Directing Certificateholder or Controlling Class Certificateholder, as
applicable, shall provide notice in the form of Exhibit P-1E hereto to the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee and the Certificate Administrator, which notice shall be electronically or physically delivered
in accordance with Section 13.05 of this Agreement and shall specifically identify the


 






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Excluded Controlling Class
Holder and the subject Excluded Controlling Class Loan. Additionally, any Excluded Controlling Class Holder shall also send to
the Certificate Administrator a notice substantially in the form of Exhibit P-1F hereto, which notice shall provide
each of the CTSLink User ID associated with such Excluded Controlling Class Holder, and which notice shall direct the Certificate
Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website
as and to the extent provided in this Agreement. As of the Closing Date, LD II Holdco XI LLC will be an Excluded Controlling Class
Holder with respect to the Laidley Tower Mortgage Loan.


 


“Excluded
Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the
Directing Certificateholder or any Controlling Class Certificateholder is a Borrower Party. For the avoidance of doubt, if a Mortgage
Loan or Whole Loan is not an Excluded Controlling Class Loan, such Mortgage Loan or Whole Loan is also not an Excluded Loan as
to either the Directing Certificateholder or the Holder of the majority of the Controlling Class. As of the Closing Date, the
Laidley Tower Mortgage Loan is an Excluded Controlling Class Loan.


 


“Excluded
Information”: With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling
Class Loan, which shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports
related to Specially Serviced Loans prepared by the Special Servicer or any Excluded Special Servicer and which may include any
Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s net present value
determination or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e),
and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination
that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and reports designated as Excluded
Information by the Special Servicer, the Master Servicer or the Operating Advisor, as applicable, but in each case other than
information with respect to such Excluded Controlling Class Loan that is aggregated with information of other Mortgage Loans at
a pool level. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package
(CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling
Class Loan) and any Schedule AL Additional File shall not be considered “Excluded Information”. Each of the Master
Servicer, the Special Servicer and the Operating Advisor shall deliver any Excluded Information to the Certificate Administrator
in accordance with Section 3.33. For the avoidance of doubt, the Certificate Administrator’s obligation to segregate
any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s Website
shall be triggered solely by such information being delivered in the manner provided in Section 3.33.


 


“Excluded
Loan”: With respect to (a) the Directing Certificateholder or the Holder of the majority of the Controlling Class, any
Mortgage Loan or Whole Loan if, as of any date of determination, the Directing Certificateholder or the Holder of the majority
of the Controlling Class is a Borrower Party, or (b) the Risk Retention Consultation Party or the Holder of the majority of the
RR Interest, any Mortgage Loan or Whole Loan if, as of any date of determination, the Risk Retention Consultation Party or the
Holder of the majority of the RR Interest is a Borrower Party. For the avoidance of doubt, any Excluded Loan as to either the
Directing Certificateholder or the Holder of the majority of the Controlling Class is also an


 






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Excluded Controlling Class Loan.
As of the Closing Date, the Laidley Tower Mortgage Loan is an Excluded Loan.


 


“Excluded
Special Servicer”: With respect to any Excluded Special Servicer Loan, a replacement special servicer that is not a
Borrower Party and satisfies all of the eligibility requirements applicable to the Special Servicer set forth in Section 7.01(g).
As of the Closing Date, there are no Excluded Special Servicers related to the Trust.


 


“Excluded
Special Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to
such Excluded Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, Final
Asset Status Reports (or summaries thereof), any Operating Advisor reports delivered to the Certificate Administrator regarding
an Excluded Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered
pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered by the
Master Servicer or the applicable Excluded Special Servicer supporting any determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance, or such other information and reports designated as Excluded Special Servicer Information by the
applicable Excluded Special Servicer, the Master Servicer or the Operating Advisor, as applicable, in each case, other than information
with respect to such Excluded Special Servicer Loan(s) that is aggregated with information with respect to the other Mortgage
Loans at a pool level. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting
Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded
Special Servicer Loan) and any Schedule AL Additional File shall not be considered “Excluded Special Servicer Information”.


 


“Excluded
Special Servicer Loan”: Any Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination,
the Special Servicer obtains knowledge that it has become a Borrower Party. There are no Excluded Special Servicer Loans related
to the Trust as of the Closing Date.


 


“Extended
Cure Period”: As defined in Section 2.03(b).


 


“Fannie
Mae”: Federal National Mortgage Association or any successor thereto.


 


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


 


“Final
Asset Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such
other data or supporting information provided by the Special Servicer to the Directing Certificateholder or the Risk Retention
Consultation Party which does not include any communication (other than the related Asset Status Report) between the Special Servicer
and Directing Certificateholder or the Risk Retention Consultation Party with respect to such Specially Serviced Loan; provided
that, with respect to any Mortgage Loan other than an Excluded Loan as to the Directing Certificateholder or the Holder of
the majority of the Controlling Class, so long as no Control Termination Event has occurred and is continuing, no Asset Status
Report shall be considered to be a Final Asset Status Report unless the Directing Certificateholder has either finally approved
of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval and


 






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consent pursuant to Section 3.19, or has been deemed to have approved or consented to such action or the Asset Status
Report is otherwise implemented by the Special Servicer in accordance with this Agreement. In addition, after the occurrence and
during the continuance of a Control Termination Event, no Asset Status Report shall be a Final Asset Status Report unless and
until the Operating Advisor is consulted with on a non-binding basis or deemed to have been consulted with pursuant to this Agreement.
No such consultation shall be required prior to a Control Termination Event and, during such period, the Operating Advisor is
only required to review Final Asset Status Reports delivered to it by the Special Servicer. The Special Servicer shall label or
otherwise communicate to the Operating Advisor that any Asset Status Report is a “Final Asset Status Report”.


 


“Final
Dispute Resolution Election Notice”: As defined in Section 2.03(l)(iii).


 


“Final
Recovery Determination”: A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder
(if related to a Mortgage Loan other than an Excluded Loan as to such party and made prior to the occurrence and continuance of
a Consultation Termination Event), with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or Corrected
Loan or REO Property (other than a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the
Mortgage Loan Sellers pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer
or other person pursuant to Section 3.16(b), any Companion Holder or any mezzanine lender pursuant to Section 3.16
or (iii) the Master Servicer, the Special Servicer, the Holders of the Controlling Class, or the Holders of the Class R
Certificates pursuant to Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds,
Liquidation Proceeds, REO Revenue and other payments or recoveries that, in the Special Servicer’s judgment, which judgment
was exercised without regard to any obligation of the Special Servicer to make payments from its own funds pursuant to Section 3.07(b),
will ultimately be recoverable. With respect to all Mortgage Loans that are not Excluded Loans with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event,
the Directing Certificateholder shall have ten (10) Business Days to review and approve each such recovery determination by the
Special Servicer; provided, however, that if the Directing Certificateholder fails to approve or disapprove any
recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such consent shall be deemed
given.


 


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


 


“Form
8-K Disclosure Information”: As defined in Section 11.07.


 


“Form
15 Suspension Notification”: As defined in Section 11.08.


 






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“Freddie
Mac”: Federal Home Loan Mortgage Corporation or any successor thereto.


 


“Gain-on-Sale
Proceeds”: With respect to any Serviced Mortgage Loan, the excess of (i) Liquidation Proceeds net of any related
Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage Loan pursuant to the related
Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on which Liquidation Proceeds were
received; provided, that for purposes of calculating Gain-on-Sale Proceeds, Liquidation Proceeds shall exclude any amounts
allocated as a Yield Maintenance Charge, Prepayment Premium, recovery of any late payment charges and default interest or recovery
of any assumption fees and Modification Fees pursuant to Sections 3.02(a) – (c).


 


“Gain-on-Sale
Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the Gain-on-Sale Reserve
Account on such Distribution Date, and (ii) the Non-Retained Percentage of the Aggregate Gain-on-Sale Entitlement Amount.


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders
(other than the Holders of the RR Interest), which shall initially be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27, Gain-on-Sale Reserve Account”.
Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“GSMS
2020-GC47 Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of May 1, 2020, among GS Mortgage
Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as master servicer, KeyBank National Association,
as special servicer, Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate
administrator, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.


 


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


 


“Grantor
Trust”: A segregated asset pool within the Trust Fund treated as a “grantor trust” under subpart E,
part I of subchapter J of the Code, consisting of the assets described in the Preliminary Statement hereto.


 


“Grantor
Trust Designated Portion”: As defined in the Preliminary Statement hereto.


 


“Ground
Lease”: The ground lease pursuant to which any Mortgagor holds a leasehold interest in the related Mortgaged Property
and any estoppels or other agreements executed and delivered by the ground lessor in favor of the lender under the Mortgage Loan.


 






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“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation,
those so identified pursuant to CERCLA or any other federal, state or local environmental related laws and regulations, and specifically
including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and
petroleum products, urea formaldehyde and any substances classified as being “in inventory,” “usable work in
process” or similar classification which would, if classified as unusable, be included in the foregoing definition.


 


“Hudson
Yards 2019-55HY Trust and Servicing Agreement”: The trust and servicing agreement, dated as of December 6, 2019, between
Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital
Asset Management LLC, as special servicer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National
Association, as certificate administrator, as paying agent and as custodian.


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of
the Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in
fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Directing Certificateholder, the Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter involves
a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations
Reviewer and all Affiliates thereof, (ii) does not have any material direct financial interest in or any material indirect
financial interest in any of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer,
the Directing Certificateholder, the Risk Retention Consultation Party, the Companion Holders (insofar as the relevant matter
involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations
Reviewer or any Affiliate thereof and (iii) is not connected with the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer, the Special Servicer, the Directing Certificateholder, the Risk Retention Consultation Party, the Companion
Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)),
the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail
to be Independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Directing Certificateholder, the Risk Retention Consultation Party, the Companion Holders or any Affiliate thereof merely because
such Person is the beneficial owner of 1% or less of any Class of securities issued by the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing
Certificateholder, the Risk Retention Consultation Party, the Companion Holders or any Affiliate thereof, as the case may be,
so long as such ownership constitutes less than 1% of the total assets of such Person. For the avoidance of doubt, the exception
in the proviso above for ownership of 1% or less of any Class of Certificates shall not apply with respect to the Operating Advisor
or the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the


 






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Trust were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall
be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, any Companion Holder
or the Trust, delivered to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long
as the Trust does not receive or derive any income from such Person and provided that the relationship between such Person
and the Trust is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that
none of the Master Servicer or the Special Servicer shall be considered to be an Independent Contractor under the definition in
this clause (i) unless an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator
to that effect) or (ii) any other Person (including the Master Servicer or the Special Servicer) upon receipt by the Trustee,
the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer of an Opinion of Counsel, which
shall be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such
REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code
or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


“Initial
Cure Period”: As defined in Section 2.03(b).


 


“Initial
Purchasers”: BofA Securities, Inc., Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, Academy Securities,
Inc. and Drexel Hamilton, LLC.


 


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


 


“Initial
Schedule AL Additional File”:  The data file prepared by or on behalf of the Depositor containing additional information
or schedules regarding data points in the Initial Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and
Item 601(b)(103) of Regulation S-K under the Securities Act and filed as Exhibit 103 to the Form ABS-EE incorporated by reference
into the Prospectus.


 


“Initial
Schedule AL File”:  The data file prepared by or on behalf of the Depositor containing the information required
by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act and filed as Exhibit
102 to the Form ABS-EE incorporated by reference into the Prospectus.


 


“Initial
Sub-Servicer”: With respect to each Mortgage Loan that is subject to a Sub-Servicing Agreement with the Master Servicer
as of the Closing Date, the Sub-Servicer


 






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under any such Sub-Servicing Agreement. As of the Closing Date, each entity listed on
Exhibit EE is an Initial Sub-Servicer.


 


“Initial
Sub-Servicing Agreement”: Any Sub-Servicing Agreement in effect as of the Closing Date.


 


“Inquiry”
and “Inquiries”: As each is defined in Section 4.07(a).


 


“Institutional
Accredited Investor”: An institutional investor which is an “accredited investor” within the meaning of
paragraphs (1), (2), (3) or (7) of Rule 501(a) of Regulation D under the Act or any entity in which all of the equity
owners come within such paragraphs.


 


“Insurance
and Condemnation Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation
of a Mortgaged Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged
Property or released to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard
(and in the case of any Mortgage Loan with a related Companion Loan, to the extent any portion of such proceeds are received by
the Master Servicer or Certificate Administrator in connection with such Mortgage Loan, pursuant to the allocations set forth
in the related Intercreditor Agreement) and the REMIC Provisions.


 


“Insurance
Policy”: With respect to any Mortgage Loan, any hazard insurance policy, flood insurance policy, title policy or other
insurance policy that is maintained from time to time in respect of such Mortgage Loan or the related Mortgaged Property.


 


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


 


“Intercreditor
Agreement”: (a) Each of the Bellagio Hotel and Casino Intercreditor Agreement, the 55 Hudson Yards Intercreditor Agreement,
the Ralph Lauren HQ New Jersey Intercreditor Agreement, the 200 West 57th Street Intercreditor Agreement, the 711 Fifth Avenue
Intercreditor Agreement, the 525 Market Intercreditor Agreement, the 1633 Broadway Intercreditor Agreement and the 560 Mission
Street Intercreditor Agreement, (b) any intercreditor agreement entered into in connection with the issuance to the direct
or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted
under the related Mortgage Loan documents and (c) solely with respect to a Joint Mortgage Loan treated as a Serviced Whole
Loan in accordance with Section 3.30 hereof (to the extent there is no related Intercreditor Agreement governing the
relationship of the promissory notes comprising such Joint Mortgage Loan), the applicable Mortgage Loan documents together with
the provisions of Section 3.30 hereof.


 


“Interest
Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates (other than the RR Interest)
or Exchangeable Upper-Tier Regular Interest,


 






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the amount of interest for the related Interest Accrual Period accrued at the Pass-Through
Rate for such Class of Certificates or Exchangeable Upper-Tier Regular Interest on the Certificate Balance or Notional Amount,
as applicable, for such Class of Certificates or Exchangeable Upper-Tier Regular Interest immediately prior to that Distribution
Date. Calculations of interest for each Interest Accrual Period will be made on 30/360 basis.


 


“Interest
Accrual Period”: For each Distribution Date, the calendar month prior to the month in which that Distribution Date occurs.


 


“Interest
Distribution Amount”: With respect to any Class of Regular Certificates (other than the RR Interest) or Exchangeable
Upper-Tier Regular Interest for any Distribution Date, an amount equal to (A) the sum of (i) the Interest Accrual
Amount with respect to such Class of Certificates or Exchangeable Upper-Tier Regular Interest for such Distribution Date and (ii) the
Interest Shortfall, if any, with respect to such Class of Certificates or Exchangeable Upper-Tier Regular Interest for such Distribution
Date, less (B) any Excess Prepayment Interest Shortfall allocated to such Class of Certificates on such Distribution Date.


 


For
purposes of clause (B) above, the Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be
allocated to each Class of Non-Retained Certificates (other than the Exchangeable Certificates) and the Exchangeable Upper-Tier
Regular Interests in an amount equal to the product of (i) the amount of such Excess Prepayment Interest Shortfall and (ii) a
fraction, the numerator of which is the Interest Accrual Amount for such Class for such Distribution Date and the denominator
of which is the aggregate Interest Accrual Amounts for all Classes of Regular Certificates (other than the Exchangeable Certificates)
and the Exchangeable Upper-Tier Regular Interests for such Distribution Date. For any Distribution Date, any portion of the Excess
Prepayment Interest Shortfall allocated to an Exchangeable Upper-Tier Regular Interest, shall be allocated among the Classes of
Exchangeable Certificates representing an interest therein, pro rata, in accordance with their respective Interest Accrual
Amounts for that Distribution Date.


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association,
as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27, Interest Reserve Account”,
into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account
or subaccount of an Eligible Account.


 


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates (other than the RR Interest)
or Exchangeable Upper-Tier Regular Interest, the sum of (a) the portion of the Interest Distribution Amount for such Class
or Exchangeable Upper-Tier Regular Interest remaining unpaid as of the close of business on the preceding Distribution Date, and
(b) to the extent permitted by applicable law, (i) other than in the case of Class X Certificates or Exchangeable
Upper-Tier IO Regular Interests, one month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable
to such Class or Exchangeable Upper-Tier Regular Interest for the current Distribution Date and (ii) in the case of the Class X
Certificates or Exchangeable Upper-Tier IO Regular Interests, one month’s interest


 






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on that amount remaining unpaid at the
Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Certificateholder, the
Risk Retention Consultation Party, any Sponsor, any Borrower Party, any Independent Contractor engaged by the Special Servicer,
the trustee for the securitization of a Companion Loan (with respect to a Whole Loan if it is a Defaulted Loan), any related Companion
Holder or its representative, any holder of a related mezzanine loan or any known Affiliate of any such party described above.


 


“Investment
Account”: As defined in Section 3.06(a).


 


“Investment
Representation Letter”: As defined in Section 5.03(e), a form of which is attached hereto as Exhibit C.


 


“Investor-Based
Exemption”: Any of PTCE 84-14 (for transactions by independent “qualified professional asset managers”),
PTCE 91-38 (for transactions by bank collective investment funds), PTCE 90-1 (for transactions by insurance company pooled separate
accounts), PTCE 95-60 (for transactions by insurance company general accounts) or PTCE 96-23 (for transactions effected by “in-house
asset managers”) or a similar exemption under Similar Law.


 


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A,
Exhibit P-1B, Exhibit P-1C or Exhibit P-1D to this Agreement or in the form of an electronic
certification contained on the Certificate Administrator’s Website (which may be a click-through confirmation), representing
(i) that such Person executing the certificate is a Certificateholder, the Directing Certificateholder or the Risk Retention
Consultation Party, a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion Holder (or any
investment advisor, manager or other representative of the foregoing), (ii) that either (a) such Person is the Risk
Retention Consultation Party or is a Person who is not a Borrower Party, in which case such Person shall have access to all the
reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such
Person is a Borrower Party in which case (1) if such Person is the Directing Certificateholder or a Controlling Class Certificateholder,
such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s
Website hereunder other than any Excluded Information as set forth herein or (2) if such Person is not the Directing Certificateholder
or a Controlling Class Certificateholder, such Person shall only receive access to the Statements to Certificateholders prepared
by the Certificate Administrator, (iii) (other than with respect to a Companion Holder) that such Person has received a copy
of the final Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not violate
any securities laws; provided, however, that any Excluded Controlling Class Holder (i) shall be permitted to
reasonably request and obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating
to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if
such Excluded Information is not otherwise available to such


 






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Excluded Controlling Class Holder via the Certificate Administrator’s
Website on account of it constituting Excluded Information) and (ii) shall be considered a Privileged Person for all other
purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan.
The Certificate Administrator may require that Investor Certifications be re-submitted from time to time in accordance with its
policies and procedures and shall restrict access to the Certificate Administrator’s Website to any mezzanine lender upon
notice from any party to this Agreement that such mezzanine lender has become an Accelerated Mezzanine Loan Lender.


 


“Investor
Q&A Forum”: As defined in Section 4.07(a).


 


“Investor
Registry”: As defined in Section 4.07(b).


 


“Joint
Mortgage Loan”: Any Mortgage Loan originated by more than one Mortgage Loan Seller. As of the Closing Date, there are
no Joint Mortgage Loans related to the Trust.


 


“KBRA”:
Kroll Bond Rating Agency, LLC, and its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”
shall be deemed to refer to such other NRSRO or other comparable Person reasonably designated by the Depositor, notice of which
designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Certificateholder
and the Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings of
the party so designated.


 


“Late
Collections”: With respect to any Mortgage Loan, Whole Loan or Companion Loan, all amounts received thereon prior to
the related Determination Date, whether as payments, Insurance and Condemnation Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of principal or interest due in respect of such Mortgage Loan, Whole Loan or Companion
Loan, as applicable (without regard to any acceleration of amounts due thereunder by reason of default), on a Due Date prior to
the immediately preceding Determination Date and not previously recovered. With respect to any REO Loan, all amounts received
in connection with the related REO Property prior to the related Determination Date, whether as Insurance and Condemnation Proceeds,
Liquidation Proceeds, REO Revenues or otherwise, which represent late collections of principal or interest due or deemed due in
respect of such REO Loan or the predecessor Mortgage Loan, Whole Loan or Companion Loan, as applicable (without regard to any
acceleration of amounts due under the predecessor Mortgage Loan, Whole Loan or Companion Loan, as applicable, by reason of default),
on a Due Date prior to the immediately preceding Determination Date and not previously recovered. The term “Late Collections”
shall specifically exclude Penalty Charges. With respect to any Whole Loan, as used in this Agreement, Late Collections shall
refer to such portion of Late Collections to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable,
pursuant to the terms of the related Intercreditor Agreement.


 


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to
such Mortgage Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller pursuant to


 






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Section 5
of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is purchased by the Special Servicer, or by any
Companion Holder or any mezzanine lender (as applicable) pursuant to Section 3.16 (and the related Intercreditor Agreement,
as applicable); (v) such Mortgage Loan is purchased by the Special Servicer, the Master Servicer, the Holder of the majority
of the Controlling Class or the Holders of the Class R Certificates pursuant to Section 9.01 or acquired by the
Sole Certificateholder in exchange for its Certificates pursuant to Section 9.01; or (vi) such Mortgage Loan
is sold by the Special Servicer pursuant to the terms of this Agreement.


 


“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special
Servicer in connection with a liquidation of any Specially Serviced Loan or REO Property (except with respect to a Non-Serviced
Mortgaged Property) pursuant to Section 3.16 (including, without limitation, legal fees and expenses, committee or
referee fees and, if applicable, brokerage commissions and conveyance taxes).


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to (a) each Specially Serviced Loan or REO Property (except
with respect to a Non-Serviced Mortgaged Property) as to which the Special Servicer receives (i) a full, partial or discounted
payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with
respect to the related Companion Loan, if applicable), or REO Property (in any case, other than amounts for which a Workout Fee
has been paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial or
discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related
costs and expenses associated with the related liquidation) related to such liquidated Specially Serviced Loan or REO Property,
as the case may be or (b) any Loss of Value Payment or Purchase Price paid by a Mortgage Loan Seller with respect to any Mortgage
Loan (except if such Mortgage Loan Seller makes such Loss of Value Payment in connection with a breach or document defect within
the 90-day initial cure period or, if applicable, within the subsequent 90-day extended cure period); provided, however,
that no Liquidation Fee shall be payable with respect to (a) the purchase of any Specially Serviced Loan by the Special Servicer
or any Affiliate thereof (except if such Affiliate purchaser is the Directing Certificateholder or any Affiliate thereof; provided,
however, that prior to a Control Termination Event, if the Directing Certificateholder or an Affiliate thereof purchases
any Specially Serviced Loan within ninety (90) days after the Special Servicer delivers to the Directing Certificateholder for
its approval the initial Asset Status Report with respect to such Specially Serviced Loan, the Special Servicer will not be entitled
to a Liquidation Fee in connection with such purchase by the Directing Certificateholder or its Affiliates), (b) any event
described in clause (iv) of the definition of “Liquidation Proceeds” (or any substitution in lieu of a
repurchase) so long as such repurchase or substitution occurs prior to the termination of the Extended Cure Period, (c) any
event described in clauses (v) and (vi) of the definition of “Liquidation Proceeds”, as long as,
with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation Proceeds”, a purchase
occurs within ninety (90) days of such holder’s purchase option first becoming exercisable during that period prior to such
Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d) a Serviced Companion Loan, (x) a
repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach of a representation or warranty
or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing Agreement within the time period
(or extension thereof, if


 






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applicable) provided for such repurchase or such repurchase occurs prior to the termination of such
time period (or extension of such time period, if applicable) or (y) a purchase of such Serviced Companion Loan by any applicable
party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other Securitization;
or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing Transfer
Event described in clause (i) of the definition of “Servicing Transfer Event”, Liquidation Proceeds are
received within one hundred twenty (120) days following the related Maturity Date as a result of such Mortgage Loan or Serviced
Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application
of any of clauses (a) through (e) above, the Special Servicer may still collect and retain a Liquidation Fee
and similar fees from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents);
provided that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced by the amount of any Excess
Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan and any related Companion
Loan, as applicable, or REO Property and received by the Special Servicer as compensation within the prior twelve (12) months,
but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation Fee
shall be payable in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller
makes such Loss of Value Payment within ninety (90) days of receipt of notice of a breach (and giving effect to an extension period
of ninety (90) days).


 


“Liquidation
Fee Rate”: A rate equal to 1.00% with respect to any Mortgage Loan (described in Section 3.11(c)), any Specially
Serviced Loan (and each related Serviced Companion Loan) or REO Property; provided that if such rate would result in an
aggregate Liquidation Fee less than $25,000, then the Liquidation Fee Rate will be equal to the lesser of (i) 3.0% and (ii) such
lower rate as would result in an aggregate Liquidation Fee equal to $25,000.


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale (including through judicial foreclosure),
REO Disposition or otherwise, exclusive of any portion thereof required to be released to the related Mortgagor in accordance
with applicable law and the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any
deficiency judgment obtained against a Mortgagor; (iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a)
or (B) any REO Property pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable
Mortgage Loan Seller pursuant to Section 5 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Specially
Serviced Loan or REO Property by the Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer
or the Holders of the Class R Certificates pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan
or an REO Property by (a) the applicable Subordinate Companion Holder or (b) the related mezzanine lender pursuant to
Section 3.16 and the related Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments from
the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(g) of this Agreement (provided
that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the


 






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Special Servicer in connection
with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation
Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable
Mortgage Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion
of Liquidation Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant
to the terms of the related Intercreditor Agreement.


 


“Loan-Specific
Directing Certificateholder”: With respect to a Servicing Shift Mortgage Loan, prior to the related Servicing Shift
Securitization Date, the Loan-Specific Directing Certificateholder with respect to a Servicing Shift Mortgage Loan will be the
holder of the related “Controlling Note” or other analogous term under the related Intercreditor Agreement. With respect
to a Servicing Shift Mortgage Loan, on and after the related Servicing Shift Securitization Date, there will be no Loan-Specific
Directing Certificateholder with respect to such Servicing Shift Whole Loan.


 


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


 


“Loss
of Value Reserve Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h))
designated as such pursuant to Section 3.04(i) of this Agreement. The Loss of Value Reserve Fund will be part of the
Trust Fund but not part of the Grantor Trust or any Trust REMIC.


 


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


 


“Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Preliminary Statement hereto,
and (ii) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of
the Class of Related Certificates or Related Exchangeable Upper-Tier Regular Interest on the Distribution Date immediately prior
to such date of determination (determined as adjusted pursuant to Section 1.02(iii)), and as set forth in Section 4.01(c).


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LASB, Class LA4, Class LA5, Class LAS, Class LB,
Class LC, Class LD, Class LE, Class LF, Class LG, Class LH and LRR Uncertificated Interests.


 


“Lower-Tier
REMIC”: One of two (2) separate REMICs comprising a portion of the Trust Fund, which consist of the Mortgage Loans (exclusive
of Excess Interest) and the proceeds thereof, any REO Property with respect thereto (or an allocable portion thereof, in the case
of any Serviced Mortgage Loan), or the Trust’s beneficial interest in the REO Property with respect to a Non-Serviced Whole
Loan, such amounts as shall from time to time be held in the Collection Account (other than with respect to any Companion Loan),
the related portion of the REO Account, if any, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Retained Certificate
Gain-on-Sale Reserve Account, the Lower-Tier REMIC Distribution Account, and all other properties included in the Trust Fund that
are not in the other Trust REMIC or the Grantor Trust, except for the Loss of Value Reserve Fund.


 






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“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of BANK 2020-BNK27, Commercial Mortgage Pass-Through
Certificates, Series 2020-BNK27, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts shall
be an Eligible Account.


 


“LRR
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“LTV
Ratio”: With respect to any Mortgage Loan, as of any date of determination, a fraction, expressed as a percentage, the
numerator of which is the scheduled principal balance of such Mortgage Loan, as of such date (assuming no defaults or prepayments
on such Mortgage Loan prior to that date), and the denominator of which is the Appraised Value of the related Mortgaged Property.


 


“MAI”:
Member of the Appraisal Institute.


 


“Major
Decision”: As defined in Section 6.08(a).


 


“Master
Servicer”: Wells Fargo Bank, National Association, and its successors in interest and assigns, or any successor thereto
appointed as provided herein.


 


“Master
Servicer Decision”: As defined in Section 3.18(m).


 


“Material
Defect”: With respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach, which Defect or Breach, as the
case may be, materially and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or
the interests of the Trustee or any Certificateholder therein or causes such Mortgage Loan to be other than a “qualified
mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section
1.860G-2(f)(2) that causes a defective obligation to be treated as a “qualified mortgage”.


 


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


 


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


 


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


 






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“Merger
Notice”: As defined in Section 6.03(b).


 


“MKT
2020-525M Trust and Servicing Agreement”: The trust and servicing agreement, dated as of February 26, 2020, among Barclays
Commercial Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association, as servicer, Situs Holdings, LLC, as
special servicer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate
administrator and custodian.


 


“Modification
Fees”: With respect to any Serviced Mortgage Loan or Serviced Whole Loan, any and all fees with respect to a modification,
extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan documents and/or related
Serviced Whole Loan documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer, as
applicable (other than all assumption fees, assumption application fees, consent fees, defeasance fees, Special Servicing Fees,
Liquidation Fees or Workout Fees).


 


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


 


“Mortgage”:
With respect to any Mortgage Loan or Companion Loan, the mortgage(s), deed(s) of trust or other instrument(s) securing the related
Mortgage Note and creating a first mortgage lien on the fee and/or leasehold interest in the related Mortgaged Property.


 


“Mortgage
File”: With respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01,
collectively the following documents:


 


(i)                 
the original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order
of Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of BANK 2020-BNK27, Commercial
Mortgage Pass-Through Certificates, Series 2020-BNK27, without recourse, representation or warranty” or in blank and further
showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit
to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note and
an indemnity properly assigned and endorsed to the Trustee);


 


(ii)                
the original or a copy of the Mortgage, together with an original or copy of any intervening Assignments of Mortgage, in each
case with evidence of recording indicated thereon or certified to have been submitted for recording;


 






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(iii)               
an original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for the benefit
of the registered holders of BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27” (or in the
case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the
related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion of certain
missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan
Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified to be the copy of such Assignment
of Mortgage submitted or to be submitted for recording);


 


(iv)               
the original or a copy of any related Assignment of Leases and of any intervening Assignments (if such item is a document separate
from the Mortgage), with evidence of recording indicated thereon or certified to have been submitted for recording;


 


(v)                
an original Assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in blank or
in favor of “Wilmington Trust, National Association, as trustee for the benefit of the registered holders of BANK 2020-BNK27,
Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27” (or in the case of any Serviced Whole Loan, in its capacity
as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor Agreement on behalf of the
related Serviced Companion Noteholders) and (subject to the completion of certain missing recording information and, if applicable,
the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation of that
Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted for recording);


 


(vi)               
the original assignment of all unrecorded documents relating to the Mortgage Loan or a Serviced Whole Loan, if not already assigned
pursuant to clause (iii) or clause (v) above;


 


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


 


(viii)             
the original or a copy of the policy or certificate of lender’s title insurance (which may be in electronic form) issued
in connection with the origination of such Mortgage Loan, or, if such policy has not been issued or located, an irrevocable, binding
commitment (which may be a marked version of the policy that has been executed by an authorized representative of the title company
or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title
company) to issue such title insurance policy;


 






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(ix)               
any filed copies (bearing evidence of filing) or evidence of filing of any Uniform Commercial Code financing statements, related
amendments and continuation statements in the possession of the applicable Mortgage Loan Seller;


 


(x)                
an original Assignment in favor of the Trustee of any financing statement executed and filed in favor of the applicable Mortgage
Loan Seller or an affiliate thereof in the relevant jurisdiction (or, if the related Mortgage Loan Seller is responsible for the
filing of that Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted for recording);


 


(xi)                the original or a copy of any intercreditor agreement relating to existing debt of the borrower, including any Intercreditor Agreement
relating to a Serviced Whole Loan, if applicable;


 


(xii)               the original or copies of any loan agreement, escrow agreement, security agreement relating to such Mortgage Loan or Serviced
Whole Loan, as well as the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan,
which letter of credit shall either (A) name as beneficiary “Wells Fargo Bank, National Association, as Master Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of BANK 2020-BNK27, Commercial
Mortgage Pass-Through Certificates, Series 2020-BNK27” or (B) be accompanied by all documentation necessary in order
to transfer all rights of the named beneficiary in such letter of credit to the Master Servicer on behalf of the Trustee and to
receive, after presentment by the Master Servicer (in accordance with Section 3.01(f)) to the bank issuing such letter
of credit, a reissued letter of credit in the name of the Master Servicer on behalf of the Trustee;


 


(xiii)              the original or a copy of any ground lease, ground lessor estoppel, environmental insurance policy, environmental indemnity or
guaranty relating to such Mortgage Loan or Serviced Whole Loan;


 


(xiv)              the original or a copy of any property management agreement relating to such Mortgage Loan or Serviced Whole Loan;


 


(xv)               the original or a copy of any franchise agreements and comfort letters or similar agreements relating to such Mortgage Loan or
Serviced Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such
agreements or any notice to the franchisor of the transfer of such Mortgage Loan or Serviced Whole Loan and/or request for the
issuance of a new comfort letter in favor of the Trustee, in each case, as applicable;


 


(xvi)              the original or a copy of any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 


(xvii)             the original or a copy of any related mezzanine intercreditor agreement; and


 






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(xviii)            
the original or a copy of all related environmental insurance policies;


 


provided,
however, that (a) whenever the term “Mortgage File” is used to refer to documents held by the Custodian,
such term shall not be deemed to include such documents and instruments required to be included therein unless they are actually
received by the Custodian, (b) if there exists with respect to any Crossed Mortgage Loan Group only one original or certified
copy of any document referred to in the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed
Mortgage Loan Group, then the inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans
constituting such Crossed Mortgage Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage
File for each such Mortgage Loan, (c) to the extent that this Agreement refers to a “Mortgage File” for a Companion
Loan, such “Mortgage File” shall be construed to mean the Mortgage File for the related Mortgage Loan (except that
references to the Mortgage Note for a Companion Loan otherwise described above shall be construed to instead refer to a photocopy
of such Mortgage Note), (d) with respect to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation
of any Assignment in the name of the Trustee shall not be construed to limit the beneficial interest of the related Companion
Holder(s) in such instrument and the benefits intended to be provided to them by such instrument, it being acknowledged that (I) the
Trustee shall hold such record title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion
Holder(s) collectively and (II) any efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its
behalf to enforce or obtain the benefits of such instrument shall be construed to be so undertaken by the Trustee, the Master
Servicer or the Special Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion
Holder(s) collectively, (e) in connection with any Non-Serviced Mortgage Loan, the preceding document delivery requirements
will be met by the delivery by the applicable Mortgage Loan Seller of copies of the documents specified above (other than the
Mortgage Note and intervening endorsements evidencing such Mortgage Loan, with respect to which the original shall be required
or the requirements of clause (i) of the definition of “Mortgage File” shall otherwise be satisfied) including
a copy of the Mortgage securing the applicable Mortgage Loan and any assignments or other transfer documents referred to in clauses
(iii), (v), (vi), (vii), (ix) and (x) above as being in favor of the Trustee shall instead
be in favor of the applicable Non-Serviced Trustee and need only be in such form as was delivered to the applicable Non-Serviced
Trustee or a custodian on its behalf, and (f) so long as the Custodian is also the Non-Serviced Custodian, in connection
with any Non-Serviced Mortgage Loan, any and all document delivery requirements with respect to the related Mortgage File (or
any portion thereof) set forth herein or in the related Mortgage Loan Purchase Agreement will be satisfied by the delivery, in
compliance with the terms of the related Non-Serviced PSA, by the applicable Mortgage Loan Seller of the documents specified above
(other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan or shall otherwise satisfy the requirements
of clause (i) of the definition of “Mortgage File”) to the custodian under the related Non-Serviced PSA (in
such form as was delivered to the custodian under the related Non-Serviced PSA); provided that (a) the Custodian shall
perform its duties under this Agreement (including, without limitation, Article II), and be liable to the other parties
hereto, with respect to such Non-Serviced Mortgage Loan as if such documents were required to be delivered and included in the
Mortgage File and as if the Non-Serviced Custodian’s receipt of the documents contained in the related “mortgage file”
delivered under the related Non-Serviced


 






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PSA constituted delivery of those same documents to the Custodian under this Agreement,
(b) the Custodian shall not resign as the related Non-Serviced Custodian without giving at least thirty (30) days’ advance
written notice of resignation to each other party hereto, and (c) if for any reason the Custodian shall resign as Custodian hereunder
or resign as the related Non-Serviced Custodian or shall otherwise no longer act as Custodian hereunder or as the related Non-Serviced
Custodian or shall otherwise be required to surrender possession of the related “mortgage file” delivered under the
related Non-Serviced PSA (including by reason of the Non-Serviced Companion Loan being removed from the related securitization
trust), the Custodian shall include the documents contemplated by clauses (ii) through (xviii) above in the Mortgage
File for such Non-Serviced Whole Loan (to the extent such documents were delivered in connection with the related Other Securitization)
that shall be maintained by it or any successor custodian hereunder.


 


Notwithstanding
anything to the contrary contained herein, with respect to a Joint Mortgage Loan, delivery of the Mortgage File (other than with
respect to the original Mortgage Note and the other documents referenced in clause (i) of the definition of “Mortgage File”
held by or from the related Mortgage Loan Seller) by either of the applicable Mortgage Loan Sellers shall satisfy the delivery
requirements for both of the applicable Mortgage Loan Sellers.


 


“Mortgage
Loan”: Each of the mortgage loans (which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group, each
of which, for the purposes of this Agreement, shall be treated as one Mortgage Loan, provided that each individual Crossed Underlying
Loan within any such Crossed Mortgage Loan Group shall not be included in this definition of Mortgage Loan) transferred and assigned
to the Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan”
includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements.
The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that
has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.


 


“Mortgage
Loan Purchase Agreement”: Each agreement between the Depositor and each Mortgage Loan Seller, relating to the transfer
of all of such Mortgage Loan Seller’s right, title and interest in and to the related Mortgage Loans.


 


“Mortgage
Loan Schedule”: The list of Mortgage Loans transferred on the Closing Date to the Trustee as part of the Trust Fund,
attached hereto as Exhibit B, as any such schedule may be amended from time to time in connection with a substitution
under Section 2.03 and in accordance with the relevant Mortgage Loan Purchase Agreement, and which list sets forth
the following information with respect to each Mortgage Loan so transferred:


 


(i)                  
the loan identification number;


 


(ii)                 
the name of the related Mortgage Loan Seller;


 


(iii)                
the name of the related Mortgaged Property;


 


(iv)               
the original principal balance;


 






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(v)                
the Cut-off Date Balance;


 


(vi)               
the street address, city and state of the related Mortgaged Property;


 


(vii)              
the date of the related Mortgage Note;


 


(viii)             
the Maturity Date or Anticipated Repayment Date (“ARD”);


 


(ix)                
the Mortgage Rate;


 


(x)                 
the original term to stated maturity or ARD;


 


(xi)                
the remaining term to stated maturity or ARD;


 


(xii)               
the original amortization term;


 


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


 


(xiv)              
the applicable primary servicing fee rate; and


 


(xv)               
the applicable Non-Serviced Primary Servicing Fee Rate.


 


“Mortgage
Loan Seller”: Each of (i) Bank of America, National Association, a national banking association, or its successor in
interest, (ii) Wells Fargo Bank, National Association, a national banking association, or its successor in interest, (iii) Morgan
Stanley Mortgage Capital Holdings LLC, a New York limited liability company, or its successor in interest, and (iv)
National Cooperative Bank, N.A., a national banking association, or its successor in interest.


 


“Mortgage
Loan Seller Percentage Interest”: With respect to a Joint Mortgage Loan and each applicable Mortgage Loan Seller with
respect thereto, a fraction, expressed as a percentage, the numerator of which is equal to the aggregate Cut-off Date principal
balance of the promissory notes contributed by such Mortgage Loan Seller to this securitization, and the denominator of which
is equal to the Cut-off Date principal balance of such Joint Mortgage Loan.


 


“Mortgage
Note”: The original executed promissory note(s) evidencing the indebtedness of a Mortgagor under a Mortgage Loan or
Companion Loan, as the case may be, together with any rider, addendum or amendment thereto, or any renewal, substitution or replacement
thereof.


 


“Mortgage
Rate”: With respect to: (i) any Mortgage Loan (including the Non-Serviced Mortgage Loans) or related Companion
Loan on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue
on such Mortgage Loan or related Companion Loan from time to time in accordance with the related Mortgage Note and applicable
law, without giving effect to any default rate or Revised Rate; or (ii) any Mortgage Loan or related Companion Loan after
its Maturity Date, the annual rate described in clause (i) above determined without regard to the passage of such
Maturity Date.


 






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For the avoidance of doubt, the Mortgage Rate of any ARD Loan shall not be construed to include the related Excess
Rate.


 


“Mortgaged
Property”: The real property subject to the lien of a Mortgage.


 


“Mortgagor”:
The obligor or obligors on a Mortgage Note, including without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note and including in connection with any Mortgage Loan
that utilizes an indemnity deed of trust structure, the borrower and the Mortgaged Property owner/payment guarantor/mortgagor
individually and collectively, as the context may require.


 


“Net
Investment Earnings”: With respect to the Collection Account, the Servicing Accounts or the REO Accounts or the Companion
Distribution Account for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount,
if any, by which the aggregate of all interest and other income realized during such period on funds relating to the Trust held
in such account, exceeds the aggregate of all losses, if any, incurred during such period in connection with the investment of
such funds in accordance with Section 3.06.


 


“Net
Investment Loss”: With respect to the Collection Account, the Servicing Accounts or the REO Accounts or the Companion
Distribution Account for any period from any Distribution Date to the immediately succeeding P&I Advance Date, the amount
by which the aggregate of all losses, if any, incurred during such period in connection with the investment of funds relating
to the Trust held in such account in accordance with Section 3.06, exceeds the aggregate of all interest and other
income realized during such period on such funds.


 


“Net
Mortgage Rate”: With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Loan (other
than the portion of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum equal
to the related Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective
Anticipated Repayment Date), minus the related Administrative Cost Rate; provided, however, that for purposes
of calculating Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification,
waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the Master Servicer, the Special Servicer,
a related Non-Serviced Master Servicer or a related Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency or
similar proceeding involving the related Mortgagor; provided, further, that for any Mortgage Loan that does not
accrue interest on the basis of a 360-day year consisting of twelve (12) 30-day months, then, solely for purposes of calculating
Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such Mortgage Loan or for any one month
period preceding a related Due Date will be the annualized rate at which interest would have to accrue in respect of such Mortgage
Loan on the basis of a 360-day year consisting of twelve (12) 30-day months in order to produce the aggregate amount of interest
actually accrued in respect of such Mortgage Loan during such one month period at the related Net Mortgage Rate; provided,
further, that, with respect to each Actual/360 Mortgage Loan, the Net Mortgage Rate for the one month period (A) preceding
the Due Dates that occur in January and February in any year which is not a leap year or preceding


 






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the Due Date that occurs in
February in any year which is a leap year (in either case, unless the related Distribution Date is the final Distribution Date),
will be determined exclusive of any Withheld Amounts, and (B) preceding the Due Date in March (or February, if the related
Distribution Date is the final Distribution Date), will be determined inclusive of the amounts withheld in the immediately preceding
January and February, if applicable. With respect to any REO Loan, the Net Mortgage Rate shall be calculated as described above,
determined as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


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


 


“Non-Book
Entry Certificates”: As defined in Section 5.02(c).


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. For the avoidance of doubt, Workout-Delayed
Reimbursement Amounts shall constitute Nonrecoverable Advances only when the Person making such determination in accordance with
the procedures specified herein, and taking into account factors such as all other outstanding Advances, either (a) has determined
that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from Late Collections, Default Interest,
Insurance and Condemnation Proceeds, Liquidation Proceeds or any other recovery on or in respect of such Mortgage Loan or the
related REO Property (without giving effect to potential recoveries on deficiency judgments or recoveries from guarantors), or
(b) has determined that such Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed Reimbursement Amounts
(that have not been reimbursed to the party that made such Advance) or unreimbursed Nonrecoverable Advances, would not be ultimately
recoverable from the principal portion of future general collections on the Mortgage Loans and REO Properties.


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which the Trustee
determines in its good faith business judgment or the Master Servicer or the Special Servicer determines in accordance with the
Servicing Standard, will not be ultimately recoverable, together with any accrued and unpaid interest thereon at the Reimbursement
Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan or REO Loan; provided, however,
that the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard, that any P&I
Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and
with respect to a Serviced Mortgage Loan, to any Other Servicer, and with respect to a Non-Serviced Mortgage Loan, to the related
Non-Serviced Master Servicer and Non-Serviced Special Servicer), the Certificate Administrator, the Trustee, the Operating Advisor
and the 17g-5


 






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Information Provider notice of such determination. Any such determination (other than by the Special Servicer) shall
not be binding upon (but may be conclusively relied upon by) the Master Servicer and the Trustee, and any such determination by
the Special Servicer shall be conclusive and binding upon the Master Servicer and the Trustee (but this statement shall not be
construed to entitle the Special Servicer to reverse the determination of the Master Servicer or the Trustee or to prohibit the
Master Servicer or the Trustee from making a determination that a P&I Advance would be a Nonrecoverable Advance), provided,
however, that the Special Servicer shall have no such obligation to make an affirmative determination that any P&I
Advance is or would be recoverable and in the absence of a determination by the Special Servicer that such P&I Advance is
or would be a Nonrecoverable P&I Advance, such decision shall remain with the Master Servicer or Trustee, as applicable. If
the Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed P&I Advance
is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee shall have the right to make its own subsequent determination
that any remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance. With respect
to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer, Non-Serviced Trustee or Non-Serviced Special Servicer, as
applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines that a principal and interest
advance with respect to the related Non-Serviced Companion Loan, if made, would be nonrecoverable, such determination shall not
be binding on the Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced
Mortgage Loan. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master Servicer, the Special Servicer
or the Trustee, as applicable, determines that any P&I Advance with respect to a related Non-Serviced Mortgage Loan, if made,
would be a Nonrecoverable P&I Advance, such determination shall not be binding on the related Non-Serviced Master Servicer
and related Non-Serviced Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Companion
Loan (unless the related Non-Serviced PSA provides otherwise). In making such recoverability determination, the Master Servicer,
the Special Servicer or the Trustee, as applicable, will be entitled (a) to consider (among other things) (i) the obligations
of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified and
(ii) the related Mortgaged Properties in their “as-is” or then-current conditions and occupancies, as modified
by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer
or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility
and effects of future adverse changes with respect to such Mortgaged Properties, (b) to estimate and consider (consistent
with the Servicing Standard in the case of the Master Servicer and the Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate and
consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer or in its good faith
business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries
and (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the
recovery of which are being deferred or delayed by the Master Servicer, in light of the fact that related proceeds are a source
of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred
Advance. In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable Advance, will be entitled to give
due regard to the existence


 






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of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to
other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed by the Master
Servicer or the Trustee because there is insufficient principal available for such recovery, in light of the fact that proceeds
on the related Mortgage Loan are a source of recovery not only for the P&I Advance under consideration, but also as a potential
source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred
or delayed. In addition, any such Person may update or change its recoverability determinations at any time (but not reverse any
other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in
the case of the Master Servicer or in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee),
may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates or other information
for making a recoverability determination. Absent bad faith, the Master Servicer’s, the Special Servicer’s or the
Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders.
The determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable P&I
Advance has been made or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any
updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either the
Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator and the Directing Certificateholder
(but in the case of the Directing Certificateholder, only prior to the occurrence and continuance of a Consultation Termination
Event and only with respect to any Mortgage Loan other than an Excluded Loan as to such party) (and in the case of a Serviced
Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the Special Servicer) and the Depositor, or
by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
(and, in the case of a Serviced Mortgage Loan, any Other Servicer). The Officer’s Certificate shall set forth such determination
of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming
the basis of such determination (which shall be accompanied by, to the extent available, related income and expense statements,
rent rolls, occupancy status, property inspections and any other information used by the Master Servicer, the Special Servicer
or the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the related Mortgage Loan
or the related Mortgaged Property). The Trustee shall be entitled to conclusively rely on the Master Servicer’s or the Special
Servicer’s determination that a P&I Advance is or would be nonrecoverable, and the Master Servicer and the Trustee shall
be entitled to conclusively rely on the Special Servicer’s determination that a P&I Advance is or would be nonrecoverable.
In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization
of the related cross-collateralized Mortgage Loan.


 


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Serviced Mortgage Loan,
Serviced Whole Loan or REO Property which the Trustee determines in its reasonable business judgment, or the Master Servicer or
Special Servicer determines in accordance with the Servicing Standard, as the case may be, will not be ultimately recoverable,
together with any accrued and unpaid interest thereon, at the Reimbursement Rate, from Late Collections or any other recovery
on or in respect of such Mortgage Loan, Serviced Whole Loan or REO Property. In making such recoverability


 






    -84- 


     


    

 


determination, such
Person will be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of
the related Mortgage Loan or Companion Loan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties
in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions (consistent
with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse changes
with respect to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard in the case
of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its
capacity as Trustee) (among other things) future expenses, (c) to estimate and consider (consistent with the Servicing Standard
in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee,
solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard to the existence
of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by
the Master Servicer or the Trustee because there is insufficient principal available for such recovery, in light of the fact that
related proceeds are a source of recovery not only for the Advance under consideration but also a potential source of recovery
for such delayed or deferred Advance. In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable
Servicing Advance, will be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred
or delayed by the Master Servicer, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not
only for the Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance
or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update
or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance
is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith
business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably
required analysis, Appraisals or market value estimates or other information for making a recoverability determination. Absent
bad faith, the Master Servicer’s, the Special Servicer’s or the Trustee’s determination as to the recoverability
of any Servicing Advance shall be conclusive and binding on the Certificateholders. The determination by the Master Servicer,
the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable Servicing Advance has been made or that any proposed
Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination,
shall be evidenced by an Officer’s Certificate delivered by either the Special Servicer or the Master Servicer to the other
and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but in the case of the Directing Certificateholder,
only prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any Mortgage Loan other
than an Excluded Loan as to such party) (and in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor
(but only in the case of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor and the Certificate Administrator (and in the case of a Serviced Mortgage Loan, any Other
Servicer); provided, however, that the Special Servicer may, at its option, make a determination in accordance with


 






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the Servicing Standard, that any Servicing Advance previously made or proposed to be made is a Nonrecoverable Servicing Advance
and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer), the Certificate
Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination. Any such determination
(other than by the Special Servicer) shall not be binding upon (but may be conclusively relied upon by) the Master Servicer and
the Trustee, and any such determination by the Special Servicer shall be binding upon the Master Servicer and the Trustee (but
this statement shall not be construed to entitle the Special Servicer to reverse the determination of the Master Servicer or the
Trustee or to prohibit the Master Servicer or the Trustee from making a determination that a Servicing Advance would be a Nonrecoverable
Advance), provided, however, that the Special Servicer shall have no such obligation to make an affirmative determination
that any Servicing Advance is or would be recoverable and in the absence of a determination by the Special Servicer that such
Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with the Master Servicer or the
Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously made
or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have the right
to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance
is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability
and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination
(which shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status,
property inspections and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable,
to make such determination and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion
Loan or related Mortgaged Property). The Special Servicer shall promptly furnish any party required to make Servicing Advances
hereunder with any information in its possession regarding the Specially Serviced Loans and REO Properties as such party required
to make Servicing Advances may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled
to conclusively rely on the Master Servicer’s or the Special Servicer’s determination that a Servicing Advance is
or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination
that a Servicing Advance is or would be nonrecoverable. Notwithstanding anything herein to the contrary, if the Special Servicer
requests that the Master Servicer make a Servicing Advance, the Master Servicer may conclusively rely on such request as evidence
that such advance is not a Nonrecoverable Servicing Advance; provided, however, that the Special Servicer shall
not be entitled to make such a request more frequently than once per calendar month with respect to Servicing Advances other than
emergency advances (although such request may relate to more than one Servicing Advance). In the case of a cross-collateralized
Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan. The determination as to the recoverability of any servicing advance or property protection advance previously made
or proposed to be made in respect of a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced
Special Servicer or Non-Serviced Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


 






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“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class D, Class X-D, Class E, Class F, Class
G, Class H, Class V or Class R Certificate or the RR Interest.


 


“Non-Retained
Certificates”: The Senior Certificates and the Subordinate Certificates, collectively.


 


“Non-Retained
Percentage”: An amount expressed as a percentage equal to 100% less the Required Credit Risk Retention Percentage. For
the avoidance of doubt, at all times, the sum of the Required Credit Risk Retention Percentage and the Non-Retained Percentage
shall equal 100%.


 


“Non-Serviced
Certificate Administrator”: The “Certificate Administrator” under a Non-Serviced PSA.


 


“Non-Serviced
Companion Loan”: Each of the Non-Serviced Pari Passu Companion Loans and the Non-Serviced Subordinate Companion Loans.


 


“Non-Serviced
Custodian”: With respect to each Non-Serviced Whole Loan, the “Custodian” under the related Non-Serviced
PSA.


 


“Non-Serviced
Depositor”: The “Depositor” under a Non-Serviced PSA.


 


“Non-Serviced
Gain-on-Sale Proceeds”: Any “gain-on-sale proceeds” received in respect of a Non-Serviced Mortgage Loan
pursuant to the related Non-Serviced PSA.


 


“Non-Serviced
Indemnified Parties”: As defined in Section 6.04(i).


 


“Non-Serviced
Intercreditor Agreement”: Each Intercreditor Agreement related to a Non-Serviced Whole Loan.


 


“Non-Serviced
Master Servicer”: The “Master Servicer” or “Servicer” under a Non-Serviced PSA.


 


“Non-Serviced
Mortgage Loan”: Each of the Bellagio Hotel and Casino Mortgage Loan, the 55 Hudson Yards Mortgage Loan, the 525 Market
Mortgage Loan, the 200 West 57th Street Mortgage Loan, the 711 Fifth Avenue Mortgage Loan, the 1633 Broadway Mortgage Loan and
the 560 Mission Street Mortgage Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the Bellagio Hotel and Casino Mortgaged Property, the 55 Hudson Yards Mortgaged Property,
the 525 Market Mortgaged Property, the 200 West 57th Street Mortgaged Property, the 711 Fifth Avenue Mortgaged Property, the 1633
Broadway Mortgaged Property and the 560 Mission Street Mortgaged Property.


 


“Non-Serviced
Operating Advisor”: The “Operating Advisor” (or analogous term) (if any) under a Non-Serviced PSA.


 






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“Non-Serviced
Pari Passu Companion Loan”: Each of the Bellagio Hotel and Casino Pari Passu Companion Loans, the 55 Hudson Yards Pari
Passu Companion Loans, the 525 Market Pari Passu Companion Loans, the 200 West 57th Street Pari Passu Companion Loan, the 711
Fifth Avenue Pari Passu Companion Loans, the 1633 Broadway Pari Passu Companion Loans and the 560 Mission Street Pari Passu Companion
Loans.


 


“Non-Serviced
Paying Agent”: The “Paying Agent” (or analogous term) under a Non-Serviced PSA.


 


“Non-Serviced
Primary Servicing Fee”: With respect to each Non-Serviced Mortgage Loan, the fee payable to the Non-Serviced Master
Servicer pursuant to the related Non-Serviced PSA.


 


“Non-Serviced
Primary Servicing Fee Rate”: With respect to (i) the Bellagio Hotel and Casino Mortgage Loan, 0.00125% per annum,
(ii) the 55 Hudson Yards Mortgage Loan, 0.00125% per annum, (iii) the 525 Market Pari Passu Companion Loans Mortgage Loan,
0.00125% per annum, (iv) the 200 West 57th Street Mortgage Loan, 0.00250% per annum, (v) the 711 Fifth Avenue Mortgage
Loan, 0.00250% per annum, (vi) the 1633 Broadway Mortgage Loan, 0.00125% per annum and (vii) the 560 Mission Street
Mortgage Loan, 0.00125% per annum.


 


“Non-Serviced
PSA”: With respect to (i) the Bellagio Hotel and Casino Whole Loan, the BX 2019-OC11 Trust and Servicing Agreement,
(ii) the 55 Hudson Yards Whole Loan, the Hudson Yards 2019-55HY Trust and Servicing Agreement, (iii) the 525 Market Whole Loan,
the MKT 2020-525M Trust and Servicing Agreement, (iv) the 200 West 57th Street Whole Loan, the BANK 2020-BNK26 Pooling and Servicing
Agreement, (v) the 711 Fifth Avenue Whole Loan, the GSMS 2020-GC47 Pooling and Servicing Agreement, (vi) the 1633 Broadway Whole
Loan, the BWAY 2019-1633 Trust and Servicing Agreement and (vii) the 560 Mission Street Whole Loan, the Benchmark 2020-B16
Pooling and Servicing Agreement.


 


“Non-Serviced
Special Servicer”: The applicable “Special Servicer” of a Non-Serviced Whole Loan under a Non-Serviced PSA.


 


“Non-Serviced
Subordinate Companion Loan”: Each of the Bellagio Hotel and Casino Subordinate Companion Loans, the 55 Hudson Yards
Subordinate Companion Loans, the 525 Market Subordinate Companion Loans and the 1633 Broadway Subordinate Companion Loans.


 


“Non-Serviced
Trust”: The “Trust” formed under a Non-Serviced PSA.


 


“Non-Serviced
Trustee”: The “Trustee” under a Non-Serviced PSA.


 


“Non-Serviced
Whole Loan”: Each of the Bellagio Hotel and Casino Whole Loan, the 55 Hudson Yards Whole Loan, the 200 West 57th Street
Whole Loan, the 525 Market Whole Loan, the 711 Fifth Avenue Whole Loan, the 1633 Broadway Whole Loan and the 560 Mission Street
Whole Loan.


 






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“Non-Serviced
Whole Loan Controlling Holder”: The “directing holder” or similarly defined party under a Non-Serviced PSA.


 


“Non-Specially
Serviced Loan”: Any Serviced Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Loan.


 


“Non-U.S.
Beneficial Ownership Certification”: As defined in Section 5.03(f).


 


“Non-U.S.
Tax Person”: Any person other than a U.S. Tax Person.


 


“Non-Waiving
Successor”: As defined in Section 3.23(l).


 


“Notional
Amount”: With respect to each of the following Classes of Certificates or Upper-Tier Regular Interests, the amount set
forth next to it in the table below:


 


	Class
of Certificates, Upper-Tier Regular

 Interest or Lower-Tier Regular Interest
	 	Notional
Amount


	Class
    A-4-X1 Certificates	 	Class
    A-4-X1 Notional Amount
	Class
    A-4-X2 Certificates	 	Class
    A-4-X2 Notional Amount
	Class
    A-4-X1 Upper-Tier Regular Interest	 	Class
    A-4-X1 UT Notional Amount
	Class
    A-4-X2 Upper-Tier Regular Interest	 	Class
    A-4-X2 UT Notional Amount
	Class
    A-5-X1 Certificates	 	Class
    A-5-X1 Notional Amount
	Class
    A-5-X2 Certificates	 	Class
    A-5-X2 Notional Amount
	Class
    A-5-X1 Upper-Tier Regular Interest	 	Class
    A-5-X1 UT Notional Amount
	Class
    A-5-X2 Upper-Tier Regular Interest	 	Class
    A-5-X2 UT Notional Amount
	Class
    X-A Certificates	 	Class
    X-A Notional Amount
	Class
    X-B Certificates	 	Class
    X-B Notional Amount
	Class
    A-S-X1 Certificates	 	Class
    A-S-X1 Notional Amount
	Class
    A-S-X2 Certificates	 	Class
    A-S-X2 Notional Amount
	Class
    A-S-X1 Upper-Tier Regular Interest	 	Class
    A-S-X1 UT Notional Amount
	Class
    A-S-X2 Upper-Tier Regular Interest	 	Class
    A-S-X2 UT Notional Amount
	Class
    X-D Certificates	 	Class
    X-D Notional Amount


 


“NRSRO”:
Any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act, including
the Rating Agencies.


 


“NRSRO
Certification”: A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or
(b) provided electronically and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5
Information Provider’s Website, in either case in favor of the 17g-5 Information Provider that states that such NRSRO is
a Rating Agency under this Agreement or that such NRSRO has provided the Depositor with the appropriate certifications pursuant
to paragraph (e) of Rule 17g-5 of the Exchange Act, that such NRSRO has access to the Depositor’s 17g-5 website
and that such NRSRO will keep such information confidential, except to the extent such information has been made available to
the general public. Each NRSRO shall be deemed to recertify to the foregoing each time it accesses the Certificate Administrator’s
Website.


 


“OCC”:
Office of the Comptroller of the Currency.


 






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“Officer’s
Certificate”: A certificate signed by a Servicing Officer of the Master Servicer or the Special Servicer or any Additional
Servicer, as the case may be, or a Responsible Officer of the Trustee or Certificate Administrator, as the case may be.


 


“Offshore
Transaction”: Any “offshore transaction” as defined in Rule 902(h) of Regulation S.


 


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


 


“Operating
Advisor Annual Report”: As defined in Section 3.26(c)(i).


 


“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and
performed its duties with respect to such Major Decision equal to $10,000 (or such lesser amount as the related Mortgagor actually
pays) with respect to any Serviced Mortgage Loan (other than any Servicing Shift Mortgage Loan), payable pursuant to Section 3.05
of this Agreement; provided, however, that no such fee shall be payable unless specifically paid by the related
Mortgagor as a separately identifiable fee; provided, further, that the Operating Advisor may in its sole discretion
reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further, however,
that to the extent such fee is incurred after the outstanding Certificate Balances of the Control Eligible Certificates and the
corresponding portion of the RR Interest have been reduced to zero as a result of the allocation of Realized Losses to such Certificates,
such fee shall be payable in full to the Operating Advisor as an expense of the Trust; provided, further, that the
Master Servicer or the Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee
payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard
(provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with
the Operating Advisor prior to any such waiver or reduction).


 


“Operating
Advisor Expenses”: With respect to any Distribution Date, an amount equal to any unreimbursed indemnification amounts
or additional trust fund expenses payable to the Operating Advisor pursuant to this Agreement (other than the Operating Advisor
Fee and the Operating Advisor Consulting Fee).


 


“Operating
Advisor Fee”: With respect to each Mortgage Loan and REO Loan (but excluding any related Companion Loan), the fee payable
to the Operating Advisor pursuant to Section 3.26(i).


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per
annum rate of 0.00200%.


 


“Operating
Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best
interest of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the
holders of the related Companion Loan (as a collective whole as if such Certificateholders and Companion Holders constituted a
single lender), and not to any particular Class of Certificateholders (as


 






    -90- 


     


    

 


determined by the Operating Advisor in the exercise
of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that
the Operating Advisor or any of its Affiliates may have with any of the underlying Mortgagors, any Sponsor, any Mortgage Loan
Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Certificateholder,
any Certificateholders, the Risk Retention Consultation Party or any of their Affiliates.


 


“Operating
Advisor Termination Event”: Any of the following events, whether any such event is voluntary or involuntary or is effected
by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body:


 


(a)               
any failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of any of its representations or warranties under this Agreement, which failure continues unremedied for a period of thirty
(30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating
Advisor by any party to this Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee by the Holders
of Certificates (other than the RR Interest) having greater than 25% of the aggregate Voting Rights, provided that any
such failure which is not curable within such thirty (30) day period, the Operating Advisor will have an additional cure period
of thirty (30) days to effect such cure so long as it has commenced to cure such failure within the initial thirty (30) day period
and has provided the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has diligently
pursued, and is continuing to pursue, such cure;


 


(b)              
any failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied
for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is
given to the Operating Advisor by any party to this Agreement;


 


(c)               
any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of thirty
(30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Operating
Advisor by any party to this Agreement;


 


(d)              
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding up or liquidation of its affairs, shall have been entered against the operating advisor, and such decree or order shall
have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(e)               
the Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency,
readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or


 






    -91- 


     


    

 


relating to the
operating advisor or of or relating to all or substantially all of its property; or


 


(f)                
the Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take
advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily
suspends payment of its obligations.


 


“Operating
Advisor Upfront Fee”: As defined in Section 3.26(i).


 


“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered
to the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of
any Trust REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c) the qualification of the Grantor Trust as a grantor
trust, or (d) the resignation of the Master Servicer, the Special Servicer or the Depositor pursuant to Section 6.05,
must be an opinion of counsel who is in fact Independent of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer.


 


“Original
Certificate Balance”: With respect to any Class of Principal Balance Certificates, the initial aggregate principal amount
thereof as of the Closing Date, in each case as specified in the Preliminary Statement.


 


“Original
Lower-Tier Principal Amount”: With respect to any Class of Lower-Tier Regular Interest, the initial principal amount
thereof as of the Closing Date, in each case as specified in the Preliminary Statement.


 


“Original
Notional Amount”: With respect to the Class X-A Notional Amount, the Class X-B Notional Amount and the Class
X-D Notional Amount, the applicable initial Notional Amount thereof as of the Closing Date, as specified in the Preliminary Statement.


 


“Other
Asset Representations Reviewer”: Any asset representations reviewer under an Other Pooling and Servicing Agreement.


 


“Other
Certificate Administrator”: Any certificate administrator under an Other Pooling and Servicing Agreement.


 


“Other
Depositor”: Any depositor under an Other Pooling and Servicing Agreement.


 


“Other
Exchange Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements
of the Exchange Act, the Other Servicer, Other Trustee, Other Certificate Administrator or Other Depositor under the related Other
Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D, Form ABS-EE
and Form 10-K with respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement;
and, with respect to any Other Securitization Trust that is not subject to the reporting requirements of the Exchange Act, the
trustee, certificate


 






    -92- 


     


    

 


administrator, master servicer, special servicer or depositor under the related Other Pooling and Servicing
Agreement that is responsible for the preparation and/or dissemination of periodic distribution date statements or similar reports,
as identified in writing to the parties to this Agreement.


 


“Other
Pooling and Servicing Agreement”: Any trust and servicing agreement or pooling and servicing agreement that creates
a trust whose assets include any Serviced Companion Loan.


 


“Other
Securitization”: As defined in Section 11.06.


 


“Other
Servicer”: Any master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement.


 


“Other
Trustee”: Any trustee under an Other Pooling and Servicing Agreement.


 


“Ownership
Interest”: As to any Certificate, any ownership or security interest in such Certificate as the Holder thereof and any
other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.


 


“P&I
Advance”: As to any Mortgage Loan or REO Loan (but not any related Companion Loan), any advance made by the Master
Servicer or the Trustee, as applicable, pursuant to Section 4.03 or Section 7.05.


 


“P&I
Advance Date”: The Business Day immediately prior to each Distribution Date.


 


“P&I
Advance Determination Date”: With respect to any Distribution Date, the close of business on the related Determination
Date.


 


“Pari
Passu Companion Loan Holder”: Any holder of record of any Serviced Pari Passu Companion Loan or Non-Serviced Pari Passu
Companion Loan.


 


“Pass-Through
Rate”: With respect to each Class of Certificates, Upper-Tier Regular Interest or Lower-Tier Regular Interest, the rate
set forth next to it in the table below:


 


	Class
of Certificates, Upper-Tier Regular

 Interest or Lower-Tier Regular Interest
	 	Pass-Through
Rate


	Class
    A-1 Certificates	 	Class
    A-1 Pass-Through Rate
	Class
    A-SB Certificates	 	Class
    A-SB Pass-Through Rate
	Class
    A-4 Certificates	 	Class
    A-4 Pass-Through Rate
	Class
    A-4-1 Certificates	 	Class
    A-4-1 Pass-Through Rate
	Class
    A-4-2 Certificates	 	Class
    A-4-2 Pass-Through Rate
	Class
    A-4-X1 Certificates	 	Class
    A-4-X1 Pass-Through Rate
	Class
    A-4-X2 Certificates	 	Class
    A-4-X2 Pass-Through Rate
	Class
    A-4 Upper-Tier Regular Interest	 	Class
    A-4 UT Pass-Through Rate
	Class
    A-4-X1 Upper-Tier Regular Interest	 	Class
    A-4-X1 UT Pass-Through Rate
	Class
    A-4-X2 Upper-Tier Regular Interest	 	Class
    A-4-X2 UT Pass-Through Rate



 






    -93- 


     


    

 


	Class
    A-5 Certificates	 	Class
    A-5 Pass-Through Rate
	Class
    A-5-1 Certificates	 	Class
    A-5-1 Pass-Through Rate
	Class
    A-5-2 Certificates	 	Class
    A-5-2 Pass-Through Rate
	Class
    A-5-X1 Certificates	 	Class
    A-5-X1 Pass-Through Rate
	Class
    A-5-X2 Certificates	 	Class
    A-5-X2 Pass-Through Rate
	Class
    A-5 Upper-Tier Regular Interest	 	Class
    A-5 UT Pass-Through Rate
	Class
    A-5-X1 Upper-Tier Regular Interest	 	Class
    A-5-X1 UT Pass-Through Rate
	Class
    A-5-X2 Upper-Tier Regular Interest	 	Class
    A-5-X2 UT Pass-Through Rate
	Class
    X-A Certificates	 	Class
    X-A Pass-Through Rate
	Class
    X-B Certificates	 	Class
    X-B Pass-Through Rate
	Class
    A-S Certificates	 	Class
    A-S Pass-Through Rate
	Class
    A-S-1 Certificates	 	Class
    A-S-1 Pass-Through Rate
	Class
    A-S-2 Certificates	 	Class
    A-S-2 Pass-Through Rate
	Class
    A-S-X1 Certificates	 	Class
    A-S-X1 Pass-Through Rate
	Class
    A-S-X2 Certificates	 	Class
    A-S-X2 Pass-Through Rate
	Class
    A-S Upper-Tier Regular Interest	 	Class
    A-S UT Pass-Through Rate
	Class
    A-S-X1 Upper-Tier Regular Interest	 	Class
    A-S-X1 UT Pass-Through Rate
	Class
    A-S-X2 Upper-Tier Regular Interest	 	Class
    A-S-X2 UT Pass-Through Rate
	Class
    B Certificates	 	Class
    B Pass-Through Rate
	Class
    C Certificates	 	Class
    C Pass-Through Rate
	Class
    D Certificates	 	Class
    D Pass-Through Rate
	Class
    E Certificates	 	Class
    E Pass-Through Rate
	Class
    X-D Certificates	 	Class
    X-D Pass-Through Rate
	Class
    F Certificates	 	Class
    F Pass-Through Rate
	Class
    G Certificates	 	Class
    G Pass-Through Rate
	Class
    H Certificates	 	Class
    H Pass-Through Rate


 


“Payment
Accommodation”: For any Mortgage Loan or Serviced Whole Loan, the entering into of any temporary forbearance agreement
as a result of the COVID-19 emergency relating to payment obligations or operating covenants under the related Mortgage Loan documents
or the use of funds on deposit in any reserve account or escrow account for any purpose other than the explicit purpose described
in the related Mortgage Loan documents, that in each case require full repayment of deferred payments and escrows within twenty-one
(21) months of the date of the first forbearance for such Mortgage Loan or Serviced Whole Loan.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


“Penalty
Charges”: With respect to any Serviced Mortgage Loan or Serviced Companion Loan (or any successor REO Loan), any amounts
actually collected thereon (or, in the case of a Serviced Companion Loan (or any successor REO Loan thereto) that is part of a
Serviced Whole Loan, actually collected on such Serviced Whole Loan, and allocated and paid on such Serviced Companion Loan (or
any successor REO Loan), as applicable, in accordance with the related Intercreditor Agreement) that represent late payment charges
or Default Interest, other than a Prepayment Premium, a Yield Maintenance Charge or any Excess Interest.


 


“Percentage
Interest”: As to any Certificate (other than the Class R and Class V Certificates), the percentage interest evidenced
thereby in distributions required to be made with


 






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respect to the related Class. With respect to any Certificate (other than the
Class R and Class V Certificates), the percentage interest is equal to the Denomination as of the Closing Date of such Certificate
(subject, in the case of an Exchangeable Certificate, to any adjustments thereto as reflected on the schedule attached to such
Certificate) divided by the Original Certificate Balance or Original Notional Amount, as applicable, of such Class of Certificates
as of the Closing Date (subject, in the case of an Exchangeable Certificate, to any adjustments thereto as reflected on the schedule
attached to such Certificate). With respect to a Class R or a Class V Certificate, the Percentage Interest is set forth on
the face thereof.


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


“Periodic
Payment”: With respect to any Mortgage Loan or any related Companion Loan, the scheduled monthly payment of principal
and/or interest (other than Excess Interest) on such Mortgage Loan or Companion Loan, including any Balloon Payment, which is
payable (as the terms of the applicable Mortgage Loan or Companion Loan may be changed or modified in connection with a bankruptcy
or similar proceedings involving the related Mortgagor or by reason of a modification, extension, waiver or amendment granted
or agreed to pursuant to the terms hereof) by a Mortgagor from time to time under the related Mortgage Note and applicable law,
without regard to any acceleration of principal of such Mortgage Loan or Companion Loan by reason of default thereunder and without
regard to any Excess Interest.


 


“Permitted
Investments”: Any one or more of the following obligations or securities (including obligations or securities of the
Certificate Administrator, or managed by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise
qualifying hereunder), regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, or any of their respective Affiliates and having the required ratings, if any, provided for in
this definition and which shall not be subject to liquidation prior to maturity:


 


(i)                 
direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of
America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are
backed by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, Fannie Mae or Freddie Mac, other than an unsecured senior debt obligation
of Fannie Mae or Freddie Mac, shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal
or qualification of the then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding
any class of Serviced Companion Loan Securities that are then rated by such rating agency, such class of securities) as evidenced
in writing;


 


(ii)                
time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the
date of issuance and are issued or held by any depository institution or trust company (including the


 






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Trustee) incorporated or
organized under the laws of the United States of America or any State thereof and subject to supervision and examination by federal
or state banking authorities that satisfy the Applicable Fitch Permitted Investment Rating and the Applicable KBRA Permitted Investment
Rating and in the case of such investments, the short-term debt obligations of which are rated at least “P-1” by Moody’s
or the long-term debt obligations of which are rated at least “A2” by Moody’s (or, in the case of any such Rating
Agency as set forth in this clause (ii), such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency);


 


(iii)               
repurchase agreements or obligations with respect to any security described in clause (i) above where such security
has a remaining maturity of one year or less and where such repurchase obligation has been entered into with a depository institution
or trust company (acting as principal) described in clause (ii) above;


 


(iv)               
debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
of America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations satisfy
the Applicable Fitch Permitted Investment Rating and the Applicable KBRA Permitted Investment Rating, and in the case of such
investments, the short-term debt obligations of which are rated at least “P-1” by Moody’s or the long-term debt
obligations of which are rated at least “A2” by Moody’s (or, in the case of any such Rating Agency as set forth
in this clause (iv), such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided,
however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investment
therein will cause the then outstanding principal amount of securities issued by such corporation and held in the accounts established
hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments
in such accounts;


 


(v)                
commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation
not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are
not subject to any withholding imposed by any non-United States jurisdiction) that satisfy the Applicable Fitch Permitted Investment
Rating and the Applicable KBRA Permitted Investment Rating and in the case of such investments, the short-term debt obligations
of which are rated at least “P-1” by Moody’s or the long-term debt obligations of which are rated at least “A2”
by Moody’s (or, in the case of any such Rating Agency as set forth in this clause (v), such lower rating as is the subject
of a Rating Agency Confirmation by such Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);


 


(vi)               
money market funds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep, the Wells
Fargo


 






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Money Market Fund or the Wells Fargo Advantage Government Money Market Fund) so long as any such fund is rated “Aaa-mf”
by Moody’s and in the highest short term unsecured debt ratings category by each of Fitch and KBRA (or, if not rated by
KBRA, an equivalent rating (or higher) by at least two (2) NRSROs (which may include any of the Rating Agencies) or otherwise
acceptable to such Rating Agency, in any such case, as confirmed in a Rating Agency Confirmation) relating to the Certificates
and any Serviced Companion Loan Securities;


 


(vii)              
any other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more
of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (vi) above
with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set
forth in the applicable clause is not satisfied with respect to such demand, money market or time deposit, obligation, security
or investment and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25); and


 


(viii)             
any other demand, money market or time deposit, obligation, security or investment not listed in clauses (i) –
(vi) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency;


 


provided,
however, that each Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6)
of the Code, and that (a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change
and (b) any such investment that provides for a variable rate of interest must have an interest rate that is tied to a single
interest rate index plus a fixed spread, if any, and move proportionately with such index; and provided, further,
however, that no such instrument shall be a Permitted Investment (a) if such instrument evidences principal and interest
payments derived from obligations underlying such instrument and the interest payments with respect to such instrument provide
a yield to maturity at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying obligations,
(b) if such instrument may be redeemed at a price below the purchase price or (c) if such investment is purchased at a premium
over par; and provided, further, however, that no amount beneficially owned by any Trust REMIC (even if not
yet deposited in the Trust) may be invested in investments (other than money market funds) treated as equity interests for federal
income tax purposes, unless the Master Servicer receives an Opinion of Counsel, at its own expense, to the effect that such investment
will not adversely affect the status of any Trust REMIC. Permitted Investments may not be interest-only securities. All investments
shall mature or be redeemable upon the option of the holder thereof on or prior to the Business Day preceding the day before the
date such amounts are required to be applied hereunder.


 






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“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, property condition report fee,
banking fees, title agency fees, and insurance commissions or fees received or retained by the Special Servicer or any of its
Affiliates in connection with any services performed by such party with respect to any Mortgage Loan and Serviced Companion Loan
(including any related REO Property) in accordance with this Agreement.


 


“Permitted
Transferee”: Any Person or any agent thereof other than (a) a Disqualified Organization, (b) any other Person
so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person
or the Person requesting the transfer) to the effect that the transfer of an Ownership Interest in any Class R Certificate
to such Person will not cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding,
(c) a Person that is a Disqualified Non-U.S. Tax Person, (d) any partnership if any of its interests are (or under the
partnership agreement are permitted to be) owned, directly or indirectly (other than through a U.S. corporation), by a Disqualified
Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to whom income from the Class R Certificate is attributable
to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or
any other U.S. Tax Person.


 


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


 


“Plan”:
As defined in Section 5.03(n).


 


“Plan
Fiduciary”: As defined in Section 5.03(r).


 


“Pre-Close
Information”: As defined in Section 3.13(c).


 


“Preliminary
Dispute Resolution Election Notice”: As defined in Section 2.03(l)(i).


 


“Prepayment
Assumption”: A “constant prepayment rate” of 0% used for determining the accrual of original issue discount
and market discount, if any, and the amortization premium, if any, on the Certificates for federal income tax purposes; provided
that it is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.


 


“Prepayment
Interest Excess”: For any Distribution Date and with respect to any Serviced Mortgage Loan or Serviced Whole Loan that
was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was
applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date and prior to the following Determination
Date, the amount of interest (net of the related Servicing Fees, Non-Serviced Primary Servicing Fees and any Excess Interest),
to the extent collected from the related Mortgagor (without regard to any Prepayment Premium or Yield Maintenance Charge actually
collected), that would have accrued at a rate per annum equal to (x) in the case of any such Mortgage Loan other than
a Serviced Mortgage Loan, the sum of (i) the related Net Mortgage Rate for such Mortgage Loan, and (ii) the Certificate Administrator
Fee Rate, the


 






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Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property
Royalty License Fee Rate and (y) in the case of any Serviced Whole Loan, the Mortgage Rate (net of Servicing Fees, Non-Serviced
Primary Servicing Fees and any Excess Interest) on the amount of such Principal Prepayment from such Due Date to, but not including,
the date of such prepayment (or any later date through which interest accrues). Prepayment Interest Excesses (to the extent not
offset by Prepayment Interest Shortfalls or required to be paid as Compensating Interest Payments) collected on the Serviced Mortgage
Loans and any Serviced Companion Loan, will be retained by the Master Servicer as additional servicing compensation.


 


“Prepayment
Interest Shortfall”: For any Distribution Date and with respect to any Serviced Mortgage Loan or Serviced Whole Loan
that was subject to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment
was applied to such Mortgage Loan or Serviced Whole Loan, as applicable, after the related Determination Date (or, with respect
to each such Mortgage Loan or Serviced Whole Loan, as applicable, with a Due Date occurring after the related Determination Date,
the related Due Date) and prior to the following Due Date, the amount of interest (net of the related Servicing Fees, Non-Serviced
Primary Servicing Fees and any Excess Interest), to the extent not collected from the related Mortgagor (without regard to any
Prepayment Premium or Yield Maintenance Charge actually collected), that would have accrued at a rate per annum equal to
(x) in the case of any Mortgage Loan other than a Serviced Mortgage Loan, the sum of (i) the related Net Mortgage Rate for such
Mortgage Loan, and (ii) the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer
Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and (y) in the case of any Serviced Whole Loan, the
Mortgage Rate (net of Servicing Fees, Non-Serviced Primary Servicing Fees and any Excess Interest) on the amount of such Principal
Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such Mortgage Loan or
Serviced Whole Loan, as applicable, and ending on such following Due Date. With respect to any Serviced AB Whole Loan, any Prepayment
Interest Shortfall for any Distribution Date shall be allocated first to the related AB Subordinate Companion Loan, and
then to the related Mortgage Loan and any related Serviced Pari Passu Companion Loan, on a pro rata basis.


 


“Prepayment
Premium”: With respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance
Charge) paid or payable, as the context requires, by a Mortgagor in connection with a principal prepayment on, or other early
collection of principal of, that Mortgage Loan or any successor REO Loan with respect thereto (including any payoff of a Mortgage
Loan by a mezzanine lender on behalf of the subject Mortgagor if and as set forth in the related Intercreditor Agreement).


 


“Primary
Collateral”: With respect to any Crossed Underlying Loan, that portion of the Mortgaged Property designated as directly
securing such Crossed Underlying Loan and excluding any Mortgaged Property as to which the related lien may only be foreclosed
upon by exercise of the cross-collateralization provisions of such Crossed Underlying Loan.


 


“Primary
Servicing Fee”: The monthly fee payable by the Master Servicer solely from the Servicing Fee to each Initial Sub-Servicer,
which monthly fee accrues at the rate per annum specified as such in the Sub-Servicing Agreement with such Initial Sub-Servicer.


 






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“Prime
Rate”: The “Prime Rate” as published in the “Money Rates” section of the New York City edition
of The Wall Street Journal (or, if such section or publication is no longer available, such other comparable publication
as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the
“Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable
discretion) as may be in effect from time to time.


 


“Principal
Balance Certificates”: Each of the Class A-1, Class A-SB, Class B, Class C, Class D, Class
E, Class F, Class G and Class H Certificates, the Exchangeable P&I Certificates and the RR Interest.


 


“Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates (other than the RR
Interest), an amount equal to the sum of (a) the Principal Shortfall for such Distribution Date and (b) the Non-Retained Percentage
of the Aggregate Principal Distribution Amount for such Distribution Date.


 


“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan or Serviced Whole Loan that is received
in advance of its scheduled Due Date as a result of such prepayment.


 


“Principal
Shortfall”: For any Distribution Date after the initial Distribution Date with respect to the Mortgage Loans, the amount,
if any, by which (a) the related Principal Distribution Amount for the preceding Distribution Date, exceeds (b) the
aggregate amount actually distributed on the preceding Distribution Date in respect of such Principal Distribution Amount. The
Principal Shortfall for the initial Distribution Date will be zero.


 


“Privileged
Communications”: Any correspondence between the Directing Certificateholder or the Risk Retention Consultation Party
and the Special Servicer referred to in clause (i) of the definition of “Privileged Information”.


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder or the Risk Retention Consultation
Party and the Special Servicer related to any Specially Serviced Loan (other than with respect to any Excluded Loan as to such
party) or the exercise of the Directing Certificateholder’s consent or consultation rights or the Risk Retention Consultation
Party’s consultation rights under this Agreement, (ii) strategically sensitive information (including, without limitation,
information contained within any Asset Status Report or Final Asset Status Report) that the Special Servicer has reasonably determined
could compromise the Trust’s position in any ongoing or future negotiations with the related Mortgagor or other interested
party, and (iii) information subject to attorney-client privilege. The Master Servicer, the Special Servicer, the Operating Advisor
and the Asset Representations Reviewer shall be entitled to rely on any identification of materials as “attorney-client
privileged” without liability for any such reliance hereunder.


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information
becomes generally available to the public other than as a result of a disclosure directly or indirectly by the party restricted
from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary
for the


 






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Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or
other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise
subject to a confidentiality obligation and/or (d) the Restricted Party is required by law, rule, regulation, order, judgment
or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate
of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides
an Investor Certification, any Non-Serviced Master Servicer, any master servicer under an Other Pooling and Servicing Agreement,
any Person (including the Directing Certificateholder or Risk Retention Consultation Party) who provides the Certificate Administrator
with an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate Administrator with an
NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate
Administrator’s Website; provided, however, that in no event may a Borrower Party (other than a Borrower Party
that is the Risk Retention Consultation Party or the Special Servicer) be entitled to receive (i) if such party is the Directing
Certificateholder or any Controlling Class Certificateholder, any Excluded Information via the Certificate Administrator’s
Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall
only be prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such party is not the Directing
Certificateholder or any Controlling Class Certificateholder, any information other than the Distribution Date Statement. In determining
whether any Person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator may rely
on direction by the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating Advisor, as the case may
be.


 


Notwithstanding
anything to the contrary in this Agreement, if the Special Servicer obtains knowledge that it has become a Borrower Party, the
Special Servicer shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly or
indirectly provide any information related to the related Excluded Special Servicer Loan to (A) the related Borrower Party,
(B) any of the Special Servicer’s employees or personnel or any of its Affiliate involved in the management of any
investment in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party and (ii) shall maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above; provided, further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer
or the Certificate Administrator to restrict access by the Special Servicer or any Excluded Special Servicer to any information
related to any Excluded Special Servicer Loan and in no case shall the Master Servicer or the Certificate Administrator be held
liable if the Special Servicer accesses any Excluded Special Servicer Information relating to the Excluded Special Servicer Loan;
provided, further, that (a) the Master Servicer shall not restrict access by the Special Servicer to any information
related to any Mortgage Loan, including any Excluded Special Servicer Loan and


 






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(b) the Certificate Administrator shall not restrict
access by the Special Servicer to any information related to any Mortgage Loan, including any Excluded Special Servicer Loan;
and provided, further, however, that any Excluded Controlling Class Holder shall be permitted to reasonably
request and to obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information relating to any
Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such
Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s
Website).


 


“Prohibited
Party”: Any proposed Servicing Function Participant that is listed on the Depositor’s Do Not Hire List.


 


“Prohibited
Prepayment”: As defined in the definition of Compensating Interest Payments.


 


“Proposed
Course of Action”: As defined in Section 2.03(l)(i).


 


“Proposed
Course of Action Notice”: As defined in Section 2.03(l)(i).


 


“Prospectus”:
The Prospectus, dated June 22, 2020, relating to the Registered Certificates.


 


“PSA
Party Repurchase Request”: As defined in Section 2.03(k)(ii).


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Purchase
Price”: With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the
final paragraph hereof, any related Companion Loan) to be purchased pursuant to (A) Section 5 of the related Mortgage
Loan Purchase Agreement by the related Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01,
a price, without duplication, equal to:


 


(i)                 
the outstanding principal balance of such Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)) as of the date of purchase; plus


 


(ii)                
all accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in effect from time to time
(excluding any portion of such interest that represents Default Interest or Excess Interest on any ARD Loan), to, but not including,
the Due Date therefor immediately preceding or coinciding with the Determination Date for the Collection Period of purchase; plus


 


(iii)               
all related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate,
Special Servicing Fees (whether paid or unpaid) and any other additional trust fund


 






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expenses (except for Liquidation Fees) in
respect of such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph
hereof, the related Companion Loan)), if any; plus


 


(iv)               
if such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant
to Section 5 of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket expenses reasonably incurred
or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator or the Trustee in
respect of the omission, breach or defect giving rise to the repurchase or substitution obligation, including any expenses arising
out of the enforcement of the repurchase or substitution obligation, including, without limitation, legal fees and expenses and
any additional trust fund expenses relating to such Mortgage Loan (or related REO Loan); provided, however, that
such out-of-pocket expenses shall not include expenses incurred by Certificateholders or Certificate Owners in instituting an
Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s or Certificate
Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(l);


 


(v)                
Liquidation Fees, if any, payable with respect to such Mortgage Loan (or related REO Loan (including for such purpose, to the
extent required pursuant to the final paragraph hereof, the related Companion Loan)) (which will not include any Liquidation Fees
if such repurchase occurs or a Loss of Value Payment is received during the Initial Cure Period or, if applicable, prior to the
expiration of the Extended Cure Period); plus


 


(vi)               
solely in the case of a repurchase or substitution by the related Mortgage Loan Seller, any Asset Representations Reviewer Asset
Review Fee for such Mortgage Loan, to the extent not previously paid by the related Mortgage Loan Seller.


 


Solely
with respect to any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price”
shall mean the amount calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for
such purposes, the Mortgage Loan and the related Companion Loan, as applicable. With respect to any REO Property to be sold pursuant
to Section 3.16(b), “Purchase Price” shall mean the amount calculated in accordance with the second
preceding sentence in respect of the related REO Loan (including any related Companion Loan). With respect to any sale pursuant
to Section 3.16(a)(ii) or Section 3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the
“Purchase Price” shall be allocated between the related Mortgage Loan and Companion Loan, as applicable, in accordance
with, and shall be equal to the amount provided pursuant to, the provisions of the related Intercreditor Agreement. With respect
to any Joint Mortgage Loan, the Purchase Price that would be payable by each of the applicable Mortgage Loan Sellers for its related
Mortgage Note shall be its respective Mortgage Loan Seller Percentage Interest as of the Closing Date of the total Purchase Price
for such Mortgage Loan. Notwithstanding the foregoing, with respect to any repurchase pursuant to sub-clause (A) and
sub-clause (C) hereof,


 






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the “Purchase Price” shall not include any amounts payable in respect of any related
Companion Loan.


 


“Qualified
Institutional Buyer”: A “qualified institutional buyer” as defined in Rule 144A under the Act.


 


“Qualified
Insurer”: (i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or
bonding company qualified to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength
rating of at least: (a) “A3” by Moody’s (or, if not rated by Moody’s, at least an equivalent rating
by one other NRSRO (which may include Fitch and/or KBRA)) and (b) “A” by Fitch (or, if not rated by Fitch, at
least an equivalent rating by one other NRSRO (which may include Moody’s or KBRA)), and (ii) with respect to the fidelity
bond and errors and omissions insurance policy required to be maintained pursuant to Section 3.07(c), except as otherwise
permitted by Section 3.07(c), an insurance company that has a claims paying ability (or the obligations which are
guaranteed or backed by a company having such claims paying ability) rated by at least one (1) of the following rating agencies
of at least (a) “A3” by Moody’s, (b) “A-” by S&P, (c) “A” by Fitch, or (d) “A(low)”
by DBRS Morningstar, or, in the case of clauses (i) or (ii), any other insurer acceptable to the Rating Agencies,
as evidenced by a Rating Agency Confirmation and a confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to the Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations
Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the
Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement,
and (y) for the appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement
special servicer to become the Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor
other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such party
be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its
appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders,
(vi) currently has a special servicer rating of at least “CSS3” from Fitch, (vii) (A) that confirms in writing that
it was appointed to act as, and currently serves as, special servicer on a transaction level basis on the closing date of a commercial
mortgage loan securitization with respect to which Moody’s rated one or more classes of certificates and one or more of
such classes of certificates are still outstanding and rated by Moody’s and (B) with respect to which Moody’s has
not cited servicing concerns of such replacement special servicer as the sole or a material factor in any qualification, downgrade
or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal)
of securities rated by Moody’s in any other commercial mortgage-backed securities transaction serviced by the replacement
special servicer prior to the time of determination, and (viii) is not a special servicer that has


 






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been cited by Moody’s
or KBRA as having servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in a transaction
serviced by the applicable servicer prior to the time of determination.


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution
will be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the
removed Mortgage Loan, determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage
Loan; (iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue
interest on the same basis as the removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve (12)
30-day months); (v) have a remaining term to stated maturity not greater than, and not more than five (5) years less
than, the remaining term to stated maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal
to or less than the lesser of the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case
using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply as of the date of
substitution in all material respects with all of the representations and warranties set forth in the applicable Mortgage Loan
Purchase Agreement; (viii) have an environmental report that indicates no material adverse environmental conditions with
respect to the related Mortgaged Property and which will be delivered as a part of the related Mortgage File; (ix) have a
then-current debt service coverage ratio at least equal to the greater of (i) the original debt service coverage ratio of the
removed Mortgage Loan as of the Closing Date and (ii) 1.25x; (x) constitute a “qualified replacement mortgage”
within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage
Loan Seller’s expense); (xi) not have a maturity date or an amortization period that extends to a date that is after
the date five (5) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those
of the removed Mortgage Loan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate
Administrator have received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency
Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a Control Termination
Event has not occurred and is not continuing and the affected Mortgage Loan is not an Excluded Loan with respect to either the
Directing Certificateholder or the Holder of the majority of the Controlling Class, by the Directing Certificateholder; (xv) prohibit
defeasance within two (2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it would
result in an Adverse REMIC Event other than the imposition of a tax on income expressly permitted or contemplated to be imposed
by the terms of this Agreement, as determined by an Opinion of Counsel at the cost of the related Mortgage Loan Seller; (xvii) have
an engineering report that indicates no material adverse property condition or deferred maintenance with respect to the related
Mortgaged Property that will be delivered as a part of the related Servicing File; and (xviii) be current in the payment
of all scheduled payments of principal and interest then due. In the event that more than one mortgage loan is substituted for
a removed Mortgage Loan, then the amounts described


 






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in clause (i) shall be determined on the basis of aggregate Stated
Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements
specified in clauses (ii) through (xviii); provided that the rates described in clause (ii)
above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted
average basis; provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate, any Non-Serviced
Primary Servicing Fee Rate, the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations
Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate) shall be lower than the highest
fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted Average Net Mortgage Rate) of any Class
of Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified Substitute Mortgage Loan is
substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Qualified Substitute Mortgage
Loan meets all of the requirements of the above definition and shall send such certification to the Trustee, the Certificate Administrator
and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder.


 


“RAC
No-Response Scenario”: As defined in Section 3.25(a).


 


“RAC
Requesting Party”: As defined in Section 3.25(a).


 


“Ralph
Lauren HQ New Jersey Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of June 26, 2020,
by and between the holders of the respective promissory notes evidencing the Ralph Lauren HQ New Jersey Whole Loan, relating to
the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“Ralph
Lauren HQ New Jersey Mortgage Loan”: With respect to the Ralph Lauren HQ New Jersey Whole Loan, the Mortgage Loan that
is included in the Trust (identified as Mortgage Loan No. 5 on the Mortgage Loan Schedule), which is evidenced by promissory
note A-1.


 


“Ralph
Lauren HQ New Jersey Mortgaged Property”: The Mortgaged Property that secures the Ralph Lauren HQ New Jersey Whole Loan.


 


“Ralph
Lauren HQ New Jersey Pari Passu Companion Loan”: With respect to the Ralph Lauren HQ New Jersey Whole Loan, the Companion
Loans evidenced by the related promissory note A-2 and made by the related Mortgagor and secured by the Mortgage on the Ralph
Lauren HQ New Jersey Mortgaged Property.


 


“Ralph
Lauren HQ New Jersey Whole Loan”: The Ralph Lauren HQ New Jersey Mortgage Loan, together with the Ralph Lauren HQ New
Jersey Pari Passu Companion Loan, each of which is secured by the same Mortgage on the Ralph Lauren HQ New Jersey Mortgaged Property.
References herein to the Ralph Lauren HQ New Jersey Whole Loan shall be construed to refer to the aggregate indebtedness under
the Ralph Lauren HQ New Jersey Mortgage Loan and the Ralph Lauren HQ New Jersey Pari Passu Companion Loan.


 


“Rated
Final Distribution Date”: As to each Class of Certificates, the Distribution Date in April 2063.


 






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“Rating
Agency”: Each of Fitch, KBRA and Moody’s or their successors in interest. If no such rating agency nor any successor
thereof remains in existence, “Rating Agency” shall be deemed to refer to such NRSRO or other comparable Person reasonably
designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Special
Servicer and the Master Servicer, and specific ratings of Fitch, KBRA and Moody’s herein referenced shall be deemed to refer
to the equivalent ratings of the party so designated.


 


“Rating
Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each
applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result
in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated
by the Rating Agency); provided that a written waiver or other acknowledgment from the Rating Agency indicating its decision
not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the
Rating Agency Confirmation from each Rating Agency with respect to such matter.


 


“Rating
Agency Inquiry”: As defined in Section 4.07(c).


 


“Rating
Agency Q&A Forum and Document Request Tool”: As defined in Section 4.07(c).


 


“Realized
Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the product of (A) the Non-Retained
Percentage and (B) the aggregate Stated Principal Balance (for purposes of this definition only, not giving effect to any
reductions of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse
any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement
Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion
allocable to any related Companion Loan, if applicable) expected to be outstanding immediately following such Distribution Date,
is less than (ii) the then-aggregate Certificate Balance of the Principal Balance Certificates (other than the RR Interest)
after giving effect to distributions of principal on such Distribution Date.


 


“Record
Date”: With respect to any Distribution Date, the last Business Day of the month immediately preceding the month in
which that Distribution Date occurs.


 


“Registered
Certificates”: The Class A-1, Class A-SB, Class B, Class C, Class X-A and Class X-B Certificates,
the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates and the Class A-S Exchangeable Certificates.


 


“Regular
Certificates”: Any of the Class A-1, Class A-SB, Class B, Class C, Class D, Class E, Class
F, Class G, Class H, Class X-A, Class X-B and Class X-D Certificates and the RR Interest.


 


“Regulation AB”:
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such
may be amended from time to time, and subject to


 






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such clarification and interpretation as have been provided by the Commission
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.


 


“Regulation
AB Companion Loan Securitization”: As defined in Section 11.15(a).


 


“Regulation AB
Servicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Companion Loans, or this Agreement and also,
with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s
knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing
Officer, such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the
Trustee and/or the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from
time to time be amended.


 


“Regulation D”:
Regulation D under the Act.


 


“Regulation S”:
Regulation S under the Act.


 


“Regulation S
Book-Entry Certificates”: The Non-Registered Certificates sold to institutions that are non-United States Securities
Persons in Offshore Transactions in reliance on Regulation S and represented by one or more Book-Entry Non-Registered Certificates
deposited with the Certificate Administrator as custodian for the Depository.


 


“Reimbursement
Rate”: The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section 3.03(d)
and P&I Advances in accordance with Section 4.03(d), which rate per annum shall equal the Prime Rate.


 


“Related
Certificates,” “Related Exchangeable Upper-Tier Regular Interest” and “Related Lower-Tier
Regular Interests”: For each of the following Classes of Certificates and Exchangeable Upper-Tier Regular Interests,
the related Class of Lower-Tier Regular Interests; and for each of the following Classes of Lower-Tier Regular Interests, the
related Class of Certificates or Exchangeable Upper-Tier Regular Interest set forth below:


 


	Related
Certificates and Related

 Exchangeable Upper-Tier

 Regular Interests
	Related
Lower-Tier Regular Interests

	Class
    A-1 Certificates	Class
    LA1 Uncertificated Interest
	Class
    A-SB Certificates	Class
    LASB Uncertificated Interest
	Class
    A-4 Upper-Tier Regular Interest	Class
    LA4 Uncertificated Interest
	Class
    A-5 Upper-Tier Regular Interest	Class
    LA5 Uncertificated Interest
	Class
    A-S Upper-Tier Regular Interest	Class
    LAS Uncertificated Interest
	Class
    B Certificates	Class
    LB Uncertificated Interest
	Class
    C Certificates	Class
    LC Uncertificated Interest



 






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	Related
Certificates and Related

 Exchangeable Upper-Tier

 Regular Interests
	Related
Lower-Tier Regular Interests




	Class
    D Certificates	Class
    LD Uncertificated Interest
	Class
    E Certificates	Class
    LE Uncertificated Interest
	Class
    F Certificates	Class
    LF Uncertificated Interest
	Class
    G Certificates	Class
    LG Uncertificated Interest
	Class
    H Certificates	Class
    LH Uncertificated Interest
	RR
    Interest	LRR
    Uncertificated Interest


 


“Relevant
Servicing Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit Z attached
hereto. For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect
to a Servicing Function Participant engaged by the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable
to the Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator.


 


“REMIC”:
A “real estate mortgage investment conduit” as defined in Section 860D of the Code (or any successor thereto).


 


“REMIC
Administrator”: The Certificate Administrator or any REMIC administrator appointed pursuant to Section 10.04.


 


“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear
at Sections 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and
final Treasury Regulations (or proposed regulations that would apply by reason of their proposed effective date to the extent
not inconsistent with temporary or final regulations) and any rulings or announcements promulgated thereunder, as the foregoing
may be in effect from time to time.


 


“Remittance
Date”: The Business Day immediately preceding each Distribution Date.


 


“Rents
from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d)
of the Code.


 


“REO
Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b)
on behalf of the Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit
of the related Serviced Companion Noteholder, which shall initially be entitled “CWCapital Asset Management LLC, as Special
Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2020-BNK27,
Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27, REO Account”. Any such account or accounts shall be an
Eligible Account.


 






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“REO
Acquisition”: The acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.


 


“REO
Disposition”: The sale or other disposition of the REO Property pursuant to Section 3.16.


 


“REO
Extension”: As defined in Section 3.14(a).


 


“REO
Loan”: Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan, as applicable),
deemed for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding
for so long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced
Mortgage Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise
has the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation,
with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without
regard to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have
an initial outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal
Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the
related REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect
of an REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage
Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid
Special Servicing Fees and Servicing Fees, additional trust fund expenses and any unreimbursed Advances, together with any interest
accrued and payable to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d)
or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect
of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that
were paid from collections on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being
reduced as a result of the first proviso in the definition of “Aggregate Principal Distribution Amount” shall be deemed
outstanding until recovered. Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan, no amounts relating
to the related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion Loan, as applicable, will be available
for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited circumstances related to Servicing
Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan
incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect to an AB Subordinate
Companion Loan, as set forth in the related Intercreditor Agreement.


 






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For
the avoidance of doubt, references to any successor REO Loan with respect to any Mortgage Loan shall not include amounts allocable
to any related Companion Loan, and references to any successor REO Loan with respect to any Companion Loan shall not include amounts
allocable to any related Mortgage Loan.


 


“REO
Property”: A Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a
nominee thereof for the benefit of the Certificateholders (and the related Companion Holder, subject to the related Intercreditor
Agreement, with respect to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee
(as holder of the Lower-Tier Regular Interests) (and also including, if applicable, the Trust’s beneficial interest in a
Non-Serviced Mortgaged Property acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the
applicable Non-Serviced Trustee or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced
Trust) through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection
with the default or imminent default of a Mortgage Loan. References herein to the Special Servicer acquiring, maintaining, managing,
inspecting, insuring, selling or reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with respect to
an “REO Property”, shall not include the Trust’s beneficial interest in a Non-Serviced Mortgaged Property. For
the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, any
Trust REMIC or the Grantor Trust.


 


“REO
Revenues”: All income, rents and profits derived from the ownership, operation or leasing of any REO Property.


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 


“Reporting
Servicer”: The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant engaged by such parties, as the case may be.


 


“Repurchase
Request”: A Certificateholder Repurchase Request or a PSA Party Repurchase Request.


 


“Repurchase
Request Recipient”: As defined in Section 2.02(g).


 


“Repurchased
Note”: As defined in Section 3.30(a).


 


“Repurchasing
Mortgage Loan Seller”: As defined in Section 3.30(a).


 


“Request
for Release”: A release signed by a Servicing Officer of the Master Servicer or the Special Servicer, as applicable,
in the form of Exhibit E attached hereto.


 


“Requesting
Certificateholder”: As defined in Section 2.03(l)(iii).


 


“Requesting
Holders”: As defined in Section 4.05(b).


 






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“Required
Credit Risk Retention Percentage”: 5%.


 


“Residual
Ownership Interest”: Any record or beneficial interest in the Class R Certificates.


 


“Resolution
Failure”: As defined in Section 2.03(k)(iii).


 


“Resolved”:
With respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan
has been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted
for the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage
Loan Seller has made a Loss of Value Payment, (v) a contractually binding agreement has been entered into between the Enforcing
Servicer, on behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations
under the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust
as a result of a sale or other disposition in accordance with this Agreement.


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with
direct responsibility for the administration of this Agreement and, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) the
Certificate Administrator, any officer assigned to the Corporate Trust Services group with direct responsibility for the administration
of this Agreement and, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate
Administrator because of such officer’s knowledge of and familiarity with the particular subject.


 


“Restricted
Period”: The forty (40) day period prescribed by Regulation S commencing on the later of (a) the date upon
which Certificates are first offered to Persons other than the Initial Purchasers or Underwriters and any other distributor (as
such term is defined in Regulation S) of the Certificates and (b) the Closing Date.


 


“Retained
Certificate Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (i) the Required
Credit Risk Retention Percentage of the Aggregate Available Funds for such Distribution Date and (ii) the Retained Certificate
Gain-on-Sale Remittance Amount.


 


“Retained
Certificate Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in
the Retained Certificate Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the Required Credit Risk Retention Percentage
of the Aggregate Gain-on-Sale Entitlement Amount.


 


“Retained
Certificate Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account)
created and maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for
the benefit of the Holders of the RR Interest, which shall initially be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of BANK 2020-BNK27, Commercial Mortgage Pass-


 






    -112- 


     


    

 


Through Certificates, Series 2020-BNK27, Retained Certificate Gain-on-Sale
Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“Retained
Certificate Interest Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount equal
to the product of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of interest distributed to the
Holders of the Certificates (other than the RR Interest) and Exchangeable Upper-Tier Regular Interests pursuant to Sections
4.01(a)(i), (iv), (vii), (x), (xiii), (xvi), (xix), (xxii) and (xxv) on such
Distribution Date.


 


“Retained
Certificate Principal Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount equal
to the product of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of principal distributed to the
Holders of the Regular Certificates (other than the RR Interest) and Exchangeable Upper-Tier Regular Interests pursuant to Sections
4.01(a)(ii), (v), (viii), (xi), (xiv), (xvii), (xx), (xxiii) and (xxvi)
on such Distribution Date.


 


“Retained
Certificate Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the product
of (A) the Required Credit Risk Retention Percentage and (B) the aggregate Stated Principal Balance (for purposes of
this definition only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected
on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v)
to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the
Mortgage Loans and any successor REO Loans expected to be outstanding immediately following such Distribution Date, is less than
(ii) the Certificate Balance of the RR Interest after giving effect to distributions of principal on such Distribution Date.


 


“Retained
Certificate Realized Loss Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount
equal to the product of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of reimbursed Realized
Losses and interest thereon distributed to the Holders of the Regular Certificates (other than the RR Interest) and Exchangeable
Upper-Tier Regular Interests pursuant to Sections 4.01(a)(iii), (vi), (ix), (xii), (xv), (xviii),
(xxi), (xxiv) and (xxvii) on such Distribution Date.


 


“Retained
Defeasance Rights and Obligations”: Any of the rights and obligations of the Mortgage Loan Sellers defined in Section 3.18(i).


 


“Retained
Fee Rate”: With respect to each Mortgage Loan, a rate equal to a rate that causes the Transferable Servicing Interest
to equal zero.


 


“Retained
Interest Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed
to be owned by the Holders of the RR Interest in proportions equal to their respective Percentage Interests.


 


“Retaining
Parties”: Each of Bank of America, National Association, Morgan Stanley Bank, N.A. and Wells Fargo Bank, National Association,
acting as Holder of the RR Interest, and any successor Holder of all or part of the RR Interest.


 






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“Retaining
Sponsor”: Bank of America, National Association, acting as retaining sponsor as such term is defined in the Risk Retention
Rules.


 


“Reverse
Sequential Order”: With respect to any distribution or allocation relating to principal in respect of the Principal
Balance Certificates (other than any Exchangeable Certificates and the RR Interest) and the Exchangeable Upper-Tier Regular Interests:


 


first,
to the Class H Certificates;


 


second,
to the Class G Certificates;


 


third,
to the Class F Certificates;


 


fourth,
to the Class E Certificates;


 


fifth,
to the Class D Certificates;


 


sixth,
to the Class C Certificates;


 


seventh,
to the Class B Certificates;


 


eighth,
to the Class A-S Upper-Tier Regular Interest (and, correspondingly, to the Class A-S, Class A-S-1 and Class A-S-2 Certificates,
pro rata in proportion to their Class Percentage Interests in the Class A-S Upper-Tier Regular Interest); and


 


ninth,
pro rata (based on their respective Certificate Balances), to the Class A-1 and Class A-SB Certificates and the
Class A-4 and Class A-5 Upper-Tier Regular Interests (and, correspondingly, to the Class A-4, Class A-4-1, Class A-4-2, Class
A-5, Class A-5-1 and Class A-5-2 Certificates, pro rata in proportion to their Class Percentage Interests in the Class A-4 Upper-Tier
Regular Interest or the Class A-5 Upper-Tier Regular Interest, as applicable), in each case until the remaining Certificate Balances
of such Classes of Certificates or Exchangeable Upper-Tier Regular Interests have been reduced to zero.


 


“Review
Materials”: As defined in Section 12.01(b)(i).


 


“Review
Package”: A Rating Agency Confirmation request and any supporting documentation delivered therewith.


 


“Revised
Rate”: With respect to any ARD Loan, the increased interest rate after the related Anticipated Repayment Date (in the
absence of a default) for each applicable Mortgage Loan, as calculated and as set forth in the related Mortgage Loan.


 


“Risk
Retention Allocation Percentage”: A percentage equal to the Required Credit Risk Retention Percentage divided by the
Non-Retained Percentage.


 


“Risk
Retention Consultation Party”: The Risk Retention Consultation Party shall be the party selected by the Holders of more
than 50% of the RR Interest (by Certificate Balance, as determined by the Certificate Registrar) from time to time. The Depositor
shall promptly


 






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provide the name and contact information for the initial Risk Retention Consultation Party upon request of any
party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the
Depositor. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Risk
Retention Consultation Party has not changed until such parties receive written notice of the identity and contact information
of a replacement of the Risk Retention Consultation Party from a party holding the requisite interest in the RR Interest (as confirmed
by the Certificate Registrar). The initial Risk Retention Consultation Party shall be Bank of America, National Association, a
national banking association.


 


“Risk
Retention Requirements”: The credit risk retention requirements of Section 15G of the Exchange Act (15 U.S.C. §78o-11),
as added by Section 941 of the Dodd-Frank Act.


 


“Risk
Retention Rules”: The joint final rule that was promulgated to implement the Risk Retention Requirements (which such
joint final rule has been codified, inter alia, at 17 C.F.R. § 246), as such rule may be amended from time to time, and subject
to such clarification and interpretation as have been provided by the Office of the Comptroller of the Currency, the Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Commission
and the Department of Housing and Urban Development in the adopting release (79 Fed. Reg. 77601 et seq.) or by the staff of any
such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective, from time to
time, as of the applicable compliance date specified therein. Any reference to a Section of the Risk Retention Rules shall mean
the subsection of the Risk Retention Rules identified with the same corresponding number as the referenced “Section”.
For example, “Section 7 of the Risk Retention Rules” means 17 C.F.R. § 246.7.


 


“RR
Interest”: A Certificate (or all Certificates, as the context may require) designated as “RR Interest” on
the face thereof, in the form of Exhibit A-4 hereto, and evidencing (i) a “regular interest” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and (ii) beneficial ownership of the RR Interest Specific Grantor Trust Assets.


 


“RR
Interest Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of a portion of any Excess Interest
equal to the product of (A) the Required Credit Risk Retention Percentage and (B) the aggregate amount of Excess Interest received
on or prior to the related Determination Date, related amounts in the Excess Interest Distribution Account and the proceeds thereof,
beneficial ownership of which is represented by the RR Interest.


 


“RR
Interest Transfer Restriction Period”: The period from the Closing Date to the earlier of: (a) the latest of (i) the
date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans; (ii) the date on which the aggregate outstanding principal balance of the Principal
Balance Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the Principal Balance Certificates
as of the Closing Date; and (iii) two years after the Closing Date; and (b) the date on which the Risk Retention Rules have been
effectively abolished or amended or officially determined by the OCC, the Board of Governors of the Federal Reserve System, the
FDIC, the Federal Housing Finance Agency, the Commission and the Department of Housing and Urban Development to be no longer applicable
to the Trust.


 






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“Rule 144A”:
Rule 144A under the Act.


 


“Rule 144A
Book-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A,
a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.


 


“Rules”:
As defined in Section 2.03(n)(iv).


 


“S&P”:
S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors in interest. If
neither S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other NRSRO or
other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the
Certificate Administrator, the Master Servicer, the Directing Certificateholder and the Special Servicer and specific ratings
of S&P herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Sarbanes-Oxley
Act”: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including
any interpretations thereof by the Commission’s staff).


 


“Sarbanes-Oxley
Certification”: As defined in Section 11.05(a)(iv).


 


“Schedule
AL Additional File”: The data file containing additional information or schedules regarding data points in the CREFC®
Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K under the Securities
Act.


 


“Scheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal
portions of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during
or, if and to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution
Date (and not previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled
Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid
by the Mortgagor as of the related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace
Period ending after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the
extent received by the Master Servicer as of the Business Day preceding the related P&I Advance Date) or (ii) advanced
by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date,
and (b) all Balloon Payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination
Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination
Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of
the Business Day preceding the related P&I Advance Date), and to the extent not included in clause (a) above.


 


“Secure
Data Room”: The webpage, which shall initially be located within the Certificate Administrator’s Website (initially
“www.ctslink.com”), under the “Secure Data Room” tab on the page relating to this transaction.


 






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


 


“Security
Agreement”: With respect to any Mortgage Loan, any security agreement or equivalent instrument, whether contained in
the related Mortgage or executed separately, creating in favor of the holder of such Mortgage a security interest in the personal
property constituting security for repayment of such Mortgage Loan.


 


“Senior
Certificate”: Any Class A Certificate (other than the Class A-S Exchangeable Certificates), Class X-A
Certificate or Class X-B Certificate.


 


“Serviced
AB Mortgage Loan”: Any AB Mortgage Loan serviced pursuant to this Agreement. As of the Closing Date, there is no Serviced
AB Mortgage Loan related to the Trust.


 


“Serviced
AB Whole Loan”: Any AB Whole Loan serviced pursuant to this Agreement. As of the Closing Date, there is no Serviced
AB Whole Loan related to the Trust.


 


“Serviced
Companion Loan”: Any Serviced Pari Passu Companion Loans and any AB Subordinate Companion Loan related to a Serviced
AB Whole Loan, as applicable.


 


“Serviced
Companion Loan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the Trust Fund,
any class of securities backed, wholly or partially, by any Serviced Companion Loan.


 


“Serviced
Companion Noteholder”: Each of the holders of (a) a Ralph Lauren HQ New Jersey Pari Passu Companion Loan and (b) any
AB Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced
Companion Noteholder Register”: The register maintained by the Companion Paying Agent pursuant to Section 3.28.


 


“Serviced
Mortgage Loan”: A Mortgage Loan serviced and administered under this Agreement.


 


“Serviced
Pari Passu Companion Loan”: The Ralph Lauren HQ New Jersey Pari Passu Companion Loan.


 


“Serviced
Pari Passu Companion Loan Holder”: Any holder of record of any Serviced Pari Passu Companion Loan.


 


“Serviced
Pari Passu Companion Loan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the
Trust Fund, any class of securities issued by another securitization and backed by a Serviced Pari Passu Companion Loan.


 


“Serviced
Pari Passu Mortgage Loan”: Any Mortgage Loan serviced pursuant to this Agreement that is part of a Serviced Pari Passu
Whole Loan. Each of the following is a


 






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Serviced Pari Passu Mortgage Loan: (a) the Ralph Lauren HQ New Jersey Mortgage Loan and
(b) each Servicing Shift Mortgage Loan (prior to the related Servicing Shift Securitization Date).


 


“Serviced
Pari Passu Whole Loan”: Any Whole Loan serviced pursuant to this Agreement comprised of a Serviced Mortgage Loan and
one or more Serviced Pari Passu Companion Loans. Each of the following is a Serviced Pari Passu Whole Loan: (a)  the Ralph
Lauren HQ New Jersey Whole Loan, and (b) each Servicing Shift Whole Loan (prior to the related Servicing Shift Securitization
Date).


 


“Serviced
REO Loan”: Any REO Loan that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced
REO Property”: Any REO Property that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced
Securitized Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as
each such Companion Loan is included in a Regulation AB Companion Loan Securitization.


 


“Serviced
Whole Loan”: Each of the Serviced Pari Passu Whole Loans, any Serviced AB Whole Loan and each Servicing Shift Whole
Loan (prior to the related Servicing Shift Securitization Date).


 


“Serviced
Whole Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor
Agreement related to a Serviced Whole Loan.


 


“Serviced
Whole Loan Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable
remittance date (or equivalent concept) in the related Intercreditor Agreement or (ii) if no such applicable remittance date
(or equivalent concept) is so specified in the related Intercreditor Agreement, then the earlier of (A) the Remittance Date
and (B) one (1) Business Day after the “determination date” (or any term substantially similar thereto) as defined
in the related Other Pooling and Servicing Agreement, in each case, as long as the date on which the remittance is required is
at least one (1) Business Day after the Due Date.


 


“Servicer
Termination Event”: One or more of the events described in Section 7.01(a).


 


“Servicing
Account”: The account or accounts created and maintained pursuant to Section 3.03(a).


 


“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case
of a Serviced Mortgage Loan, the related Serviced Companion Loan, as applicable), other than a Non-Serviced Mortgage Loan, in
respect of which a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable
or (b) a


 






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Mortgaged Property securing a Serviced Mortgage Loan or an REO Property (other than an REO Property related to a
Non-Serviced Mortgage Loan), including, in the case of each of such clause (a) and clause (b), but not
limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c),
(ii) the preservation, restoration and protection of a Mortgaged Property and the priority of a Mortgage, (iii) obtaining
any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i) –
(vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect
to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of
any REO Property and (y) any amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding
anything to the contrary, “Servicing Advances” shall not include allocable overhead of the Master Servicer or the
Special Servicer, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related
expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase
of a Mortgage Loan or REO Property. None of the Master Servicer, the Special Servicer, or the Trustee shall make any Servicing
Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Companion Loan under
the related Intercreditor Agreement or this Agreement.


 


“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended
from time to time and which as of the Closing Date are listed on Exhibit Z hereto.


 


“Servicing
Fee”: With respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan), Serviced Companion Loan, and any
REO Loan, the fee payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to 0.00250% plus the rate set forth on the Mortgage Loan Schedule for such Mortgage Loan under the heading “Primary
Servicing Fee Rate”, which rate includes, in each such case, the rate at which applicable master, primary (other than any
Non-Serviced Primary Servicing Fee Rate, which is not included under such heading) and sub-servicing fees accrue, in each case
computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the same manner in which interest
is calculated in respect of such loans. With respect to each Serviced Companion Loan, the Servicing Fee Rate shall equal the per
annum rate set forth on the Mortgage Loan Schedule for the related Mortgage Loan under the heading “Primary Servicing
Fee Rate”.


 


“Servicing
File”: A photocopy or electronic copy of all items required to be included in the Mortgage File, together with each
of the following, (a) to the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a
Mortgage Loan and (to the extent that the identified documents existed on or before the Closing Date and the applicable reference
to Servicing File relates to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer:
(i) a copy of any engineering reports or property condition reports; (ii) other than with respect to a hospitality property
(except with respect to tenanted commercial space within a hospitality property), copies of a rent roll and, for any office, retail,
industrial or warehouse property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered
to the related Mortgage Loan Seller;


 






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(iii) copies of related financial statements or operating statements; (iv) all
legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller, and its counsel that are privileged
communications or constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates of hazard
insurance and/or hazard insurance policies or other applicable insurance policies, if any, delivered in connection with the closing
of the related Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents
that were delivered by or on behalf of the Mortgagor, which documents were required to be delivered in connection with the closing
of the related Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant,
a copy of the lease; and (viii) a copy of all environmental reports that were received by the applicable Mortgage Loan Seller
relating to the relevant Mortgaged Property and (b) copies of all modifications, extensions and amendments related to the above,
any Appraisals and any other document necessary to service the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and
any Serviced Companion Loan, in each case, that are created or prepared after the Closing Date.


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities
that address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage
Loans by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor
reasonably determines that the Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting requirements
pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of
such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit FF hereto. Exhibit FF
shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


“Servicing
Officer”: Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer
to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be
amended from time to time thereafter.


 


“Servicing
Shift Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other
evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including
any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor
Agreement for such Servicing Shift Whole Loan. As of the Closing Date, there are no Servicing Shift Lead Notes related to the
Trust.


 


“Servicing
Shift Mortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that
will be serviced under this Agreement as


 






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of the Closing Date, but the servicing of which is expected to shift to the related Non-Serviced
PSA entered into in connection with the securitization, if any, of the related Servicing Shift Lead Note on and after the applicable
Servicing Shift Securitization Date. As of the Closing Date, there are no Servicing Shift Mortgage Loans related to the Trust.


 


“Servicing
Shift Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing
Shift Lead Note is included in a Non-Serviced Trust; provided that the holder of such Servicing Shift Lead Note provides
each of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced
PSA) with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to
be included in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer, Non-Serviced Certificate Administrator and Non-Serviced Trustee.


 


“Servicing
Shift Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a related Servicing
Shift Mortgage Loan included in the Trust Fund and one or more Companion Loans not included in the Trust Fund, but the servicing
of which is expected to shift to the related Non-Serviced PSA entered into in connection with the securitization, if any, of the
related Servicing Shift Lead Note on or after the applicable Servicing Shift Securitization Date. As of the Closing Date, there
are no Servicing Shift Whole Loans related to the Trust.


 


“Servicing
Standard”: As defined in Section 3.01(a).


 


“Servicing
Transfer Event”: With respect to any Serviced Mortgage Loan, or related Serviced Companion Loan, the occurrence of any
of the following events:


 


(i)                 
the related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the Master Servicer
or the Special Servicer, on or before the due date of such Balloon Payment, a written and fully executed (subject only to customary
final closing conditions) refinancing commitment (or if refinancing commitments are not then customarily issued by commercial
mortgage lenders, such written, executed and binding alternative documentation as is customarily used by commercial real estate
lenders for such purpose) or purchase and sale agreement from an acceptable lender or purchaser, as applicable, and reasonably
satisfactory in form and substance to the Master Servicer or Special Servicer, as applicable (and the Master Servicer or the Special
Servicer, as applicable, shall promptly forward such documentation to the Special Servicer or the Master Servicer, as applicable)
which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within one hundred-twenty
(120) days after the date on which such Balloon Payment will become due (provided that if either (x) such refinancing or
sale does not occur before the expiration of the time period for refinancing or sale specified in such documentation or (y) the
Master Servicer is required to make a P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced Whole
Loan, in respect of the Mortgage Loan included in


 






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the same Serviced Whole Loan) at any time prior to such refinancing or sale,
a Servicing Transfer Event will occur immediately); or


 


(ii)                 
the related Mortgagor has failed to make when due any Periodic Payment (other than a Balloon Payment) or any other payment (other
than a Balloon Payment) required under the related Mortgage Note or the related Mortgage, which failure has continued unremedied
for sixty (60) days; or


 


(iii)               
the Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written determination
of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard and (A)
with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and
only if no Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan prior to the
occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder,
to the extent required by the terms of the related Intercreditor Agreement)) or (B) following consultation with the Directing
Certificateholder (other than with respect to (x) an Excluded Loan with respect to such party and only if a Control Termination
Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing or (y) a Serviced
AB Whole Loan prior to the occurrence of an AB Control Appraisal Period)), that a default in making any Periodic Payment (other
than a Balloon Payment) or any other material payment (other than a Balloon Payment) required under the related Mortgage Note
or the related Mortgage is likely to occur in the foreseeable future, and such default is likely to remain unremedied for at least
sixty (60) days beyond the date on which the subject payment will become due; or the Master Servicer determines (in accordance
with the Servicing Standard) or receives from the Special Servicer a written determination of the Special Servicer (which determination
the Special Servicer shall make in accordance with the Servicing Standard and (A) with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred
and is continuing (or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal
Period, the prior consent of the holder of the related AB Whole Loan Controlling Holder, to the extent required by the terms of
the related Intercreditor Agreement)) or (B) following consultation with the Directing Certificateholder (other than with respect
to (x) an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing
but no Consultation Termination Event has occurred and is continuing or (y) a Serviced AB Whole Loan prior to the occurrence
of an AB Control Appraisal Period)), that a default in making a Balloon Payment is likely to occur in the foreseeable future,
and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which such Balloon Payment will
become due (or, if the Mortgagor has delivered a written and fully executed (subject only to customary final closing conditions)
refinancing commitment (or if refinancing commitments are not then customarily


 






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issued by commercial mortgage lenders, such written,
executed and binding alternative documentation as is customarily used by commercial real estate lenders for such purpose) or purchase
and sale agreement from an acceptable lender or purchaser, as applicable, and reasonably satisfactory in form and substance to
the Master Servicer or the Special Servicer (and the Master Servicer or the Special Servicer, as applicable, shall promptly forward
such documentation to the Special Servicer or Master Servicer, as applicable) which provides that a refinancing of such Mortgage
Loan or sale of the related Mortgaged Property will occur within one hundred-twenty (120) days following the date on which such
Balloon Payment will become due, the Master Servicer determines (in accordance with the Servicing Standard) or receives from the
Special Servicer a written determination of the Special Servicer (which determination the Special Servicer shall make in accordance
with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded
Loan with respect to such party and only if no Control Termination Event has occurred and is continuing (or, with respect to a
Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related
AB Whole Loan Controlling Holder, to the extent required by the terms of the related Intercreditor Agreement)) or (B) following
consultation with the Directing Certificateholder (other than with respect to (x) an Excluded Loan with respect to such party
and only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and
is continuing or (y) a Serviced AB Whole Loan prior to the occurrence of a Control Appraisal Period)), that (A) the
Mortgagor is likely not to make one or more Assumed Scheduled Payments prior to such a refinancing or sale or (B) such refinancing
or sale is not likely to occur within one hundred-twenty (120) days following the date on which such Balloon Payment will become
due); or


 


(iv)               
there shall have occurred a default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure
of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents,
unless such default has been waived in accordance with Section 3.07 or Section 3.18) under the related
Mortgage Loan documents, other than as described in clause (i) or (ii) above, that may, in the good faith and
reasonable judgment of the Master Servicer or the Special Servicer (and, in the case of the Special Servicer (A) with the consent
of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control
Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, prior to the occurrence and continuance
of an AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required by
the terms of the related Intercreditor Agreement) or (B) following consultation with the Directing Certificateholder (other than
with respect to an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing
but no Consultation Termination Event has occurred and is continuing))), materially impair the value of the related Mortgaged
Property as security for such Mortgage Loan or Serviced Whole Loan or otherwise materially


 






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and adversely affect the interests
of Certificateholders (or, in the case of any Serviced Whole Loan, the interests of any related Serviced Companion Noteholder),
which default has continued unremedied for the applicable cure period under the terms of such Mortgage Loan or Serviced Whole
Loan (or, if no cure period is specified, sixty (60) days); or


 


(v)                
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered against the related Mortgagor and such decree or order shall have remained
in force undischarged or unstayed for a period of sixty (60) days; or


 


(vi)               
the related Mortgagor shall have consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all
or substantially all of its property; or


 


(vii)              
the related Mortgagor shall have admitted in writing its inability to pay its debts generally as they become due, filed a petition
to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors,
or voluntarily suspended payment of its obligations; or


 


(viii)             
the Master Servicer or the Special Servicer shall have received notice of the commencement of foreclosure or similar proceedings
with respect to the corresponding Mortgaged Property; or


 


(ix)                
the Master Servicer or the Special Servicer (and in the case of the Special Servicer, with the consent of the Directing Certificateholder
(other than with respect to an Excluded Loan with respect to such party and only if no Control Termination Event has occurred
and is continuing (or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of a Control Appraisal
Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required by the terms of the related
Intercreditor Agreement))) determines that (i) a default (including, in the Master Servicer’s or the Special Servicer’s
judgment, the failure of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage
Loan documents, unless such default has been waived in accordance with Section 3.07 or Section 3.18) under
the Mortgage Loan documents (other than as described in clause (iii) above) is imminent or reasonably foreseeable,
(ii) such default will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan
or Serviced Pari Passu Companion Loan (if any) or otherwise materially and adversely affect the interests of Certificateholders
(or the related Serviced Pari Passu Companion Loan Holder) and (iii) the default is likely to continue unremedied for the
applicable cure period under the terms of the


 






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Mortgage Loan documents, or, if no cure period is specified and the default is capable
of being cured, for sixty (60) days;


 


provided
that any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan
shall be a Specially Serviced Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any
Serviced Companion Loan becomes a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced
Loan. If any Serviced Mortgage Loan becomes a Specially Serviced Loan, any related Serviced Companion Loan shall also become a
Specially Serviced Loan. With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event”
shall be as defined in the Non-Serviced PSA. For the avoidance of doubt, and for purposes of clauses (ii), (iii),
(iv), (vii) and (ix) above, neither (i) a Payment Accommodation with respect to any Mortgage Loan or Serviced
Whole Loan nor (ii) any default or delinquency that would have existed but for such Payment Accommodation shall constitute a Servicing
Transfer Event, for so long as the related borrower is complying with the terms of such Payment Accommodation.


 


“Significant
Obligor”: As defined in Section 11.16.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth (4th) calendar
quarter of any calendar year), the date that is fifteen (15) days after the Distribution Date occurring on or immediately following
the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the
related Mortgage Loan documents.


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the ninetieth (90th) day after
the end of such calendar year.


 


“Similar
Law”: As defined in Section 5.03(n).


 


“Sole
Certificateholder”: Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or
a Holder of a Definitive Certificate holding 100% of the then-outstanding Class F, Class G and Class H Certificates; provided,
that the Certificate Balances of the Class A-1, Class A-SB, Class B, Class C, Class D and Class E Certificates
and the Class A-4, Class A-5 and Class A-S Upper-Tier Regular Interests have been reduced to zero.


 


“Special
Notice”: As defined in Section 5.06.


 


“Special
Servicer”: CWCapital Asset Management LLC, a Delaware limited liability company and its successors in interest and assigns,
or any successor special servicer appointed as provided herein (including with respect to any Excluded Special Servicer Loan,
if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable
and as the context may require).


 


“Special
Servicing Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan),
the fee payable to the Special Servicer pursuant to Section 3.11(b).


 






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“Special
Servicing Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage
Loan) on a loan by loan basis, the greater of 0.2500% and the per annum rate that would result in a Special Servicing Fee
for the related month of $3,500, computed on the basis of the Stated Principal Balance of the related Mortgage Loan (including
any REO Loan) and Companion Loans, as applicable, in the same manner as interest is calculated on such Specially Serviced Loan.


 


“Specially
Serviced Loan”: As defined in Section 3.01(a).


 


“Sponsors”:
The Mortgage Loan Sellers.


 


“Startup
Day”: The day designated as such in Section 10.01(b).


 


“Stated
Principal Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the
Cut-off Date Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added
to the Trust, the unpaid principal balance of such Mortgage Loan after application of all scheduled payments of principal and
interest due during or prior to the month of substitution, whether or not received) minus (y) the sum of:


 


(i)                 
the principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified
Substitute Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the Mortgagor
or advanced by the Master Servicer;


 


(ii)                
all Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution);


 


(iii)                
the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan)
and Liquidation Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution); and


 


(iv)               
any reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification
of such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection
Period for the most recent Distribution Date.


 


With
respect to any REO Loan that is a successor to a Mortgage Loan, as of any date of determination, the Stated Principal Balance
shall be an amount equal to (x) the Stated Principal Balance of the predecessor Mortgage Loan as of the date of the related
REO Acquisition, minus (y) the sum of:


 


(i)                  
the principal portion of any P&I Advance made with respect to such REO Loan; and


 






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(ii)                
the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage
Loan), Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


A
Mortgage Loan or an REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an
outstanding Stated Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in
connection with a Liquidation Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection
with such Liquidation Event, would have been) distributed to Certificateholders.


 


With
respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance
of such Companion Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal
the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan(s), as applicable, on such
date.


 


With
respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance
shall equal (x) the Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition,
minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related
Intercreditor Agreement.


 


With
respect to any Mortgage Loan or REO Loan that is paid in full or any Mortgage Loan or REO Loan (or REO Property) liquidated, as
of the first Distribution Date that follows the end of the Collection Period during which payments or other proceeds are received
in connection with a Liquidation Event with respect to such Mortgage Loan or REO Loan (or REO Property), as applicable, notwithstanding
that a loss may occur in connection with such Liquidation Event, the Stated Principal Balance of the Mortgage Loan or REO Loan
shall be zero.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the CMBS market) of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d)
of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer, the Special Servicer,
the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subject
Loan”: As defined in Section 12.02(b).


 


“Subordinate
Certificate”: Any Class A-S Exchangeable Certificate or Class B, Class C, Class D, Class X-D, Class
E, Class F, Class G or Class H Certificate.


 


“Subordinate
Companion Holder”: The holder of any AB Subordinate Companion Loan.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the


 






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performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the
material servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under
this Agreement, with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess,
if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal
Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest
due during or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted
(at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount
shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s)
being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Surviving
Entity”: As defined in Section 6.03(b).


 


“Tax
Returns”: The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage
Investment Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders
of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective
classification as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form
1099, as applicable, or any successor forms to be filed on behalf of the Grantor Trust, together with any and all other information,
reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or
any other governmental taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax Law.


 


“Temporary
Regulation S Book-Entry Certificate”: As defined in Section 5.02(a).


 


“Termination
Purchase Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) then
included in the Trust, (2) the appraised value of the Trust’s portion of all REO Properties then included in the Trust (which
fair market value for any REO Property may be less than the Purchase Price for the corresponding REO Loan), as determined by an
appraiser selected by the Special Servicer and approved by the Master Servicer and the Controlling Class and (3) if the Mortgaged
Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced PSA, the pro
rata portion of the fair market value of the related property, as determined by the related Non-Serviced Master Servicer in
accordance with clause (2) above.


 


“Test”:
As defined in Section 12.01(b)(iv).


 






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“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transferable
Servicing Interest”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO
Loan with respect thereto), the amount by which the related Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the sum of (i) the fee payable to the Master Servicer as the portion of the Servicing Fee attributable to primary servicing
and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest is
subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement. For the avoidance of doubt, the
Transferable Servicing Interest is zero.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(o)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(o)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “BANK 2020-BNK27”.


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage
Loans as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed
Mortgage Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests
of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein)
or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related
Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest
therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and
any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or
lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest
therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the
Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein),
the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such


 






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Gain-on-Sale
Reserve Account), the Retained Certificate Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Retained
Certificate Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account),
including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s
interest therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent
transferred to the Trustee); (xi) the Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing (other than
any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts,
to the extent such interest belongs to the related Mortgagor). For the avoidance of doubt, no Retained Defeasance Rights and Obligations
will be an asset of the Trust.


 


“Trust-Related
Litigation”: As defined in Section 3.32.


 


“Trust
REMIC”: As defined in the Preliminary Statement.


 


“Trustee”:
Wilmington Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to
any Companion Loan or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $290 per month and
shall be paid as a portion of the Certificate Administrator Fee.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC
Financing Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
BofA Securities, Inc., Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, Academy Securities, Inc. and Drexel
Hamilton, LLC.


 


“Uninsured
Cause”: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is
not fully reimbursable by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section 3.07.


 


“United
States Securities Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor
or otherwise from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance
was made.


 






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“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portions
of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued interest
on Advances and other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if applicable,
REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination Date, but
in each case only to the extent that such principal portion represents a recovery of principal for which no advance was previously
made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 


“Upper-Tier
REMIC”: One of the REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests and
such amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2020-BNK27,
Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27, Upper-Tier REMIC Distribution Account”. Any such account
or accounts shall be an Eligible Account.


 


“U.S.
Dollars” or “$”: Lawful money of the United States of America.


 


“U.S.
Tax Person”: A citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 2% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of
the date of determination) and (ii) in the case of the Principal Balance Certificates (other than the RR Interest), a percentage
equal to the product of 98% and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection
with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating


 






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Advisor
pursuant to Section 3.26(j), taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal
Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a)) of such Class, in each case, determined as
of the Distribution Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate Balance
(and solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section
7.01(d) or the Operating Advisor pursuant to Section 3.26(j), taking into account any notional reduction in the Certificate
Balance for Cumulative Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a)) of the Principal
Balance Certificates (other than the RR Interest), determined as of the Distribution Date immediately preceding such time. None
of the Class R or Class V Certificates or RR Interest will be entitled to any Voting Rights.


 


“Weighted
Average Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage
Rates of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period,
weighted on the basis of their respective Stated Principal Balances immediately following the preceding Distribution Date (or,
in the case of the initial Distribution Date, as of the Closing Date).


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


 


“WHFIT
Regulations”: Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor
provisions.


 


“Whole
Loan”: Any of (i) the Bellagio Hotel and Casino Whole Loan, (ii) the 55 Hudson Yards Whole Loan, (iii) the 525 Market
Whole Loan, (iv) the 200 West 57th Street Whole Loan, (v) the Ralph Lauren HQ New Jersey Whole Loan, (vi) the 711 Fifth Avenue
Whole Loan, (vii) the 1633 Broadway Whole Loan and (viii) the 560 Mission Street Whole Loan.


 


“Withheld
Amounts”: As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three (3) Periodic Payments under its modified
terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to
the extent that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance
on or before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 






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“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout
Fee Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee of 1.00% of each
collection (other than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation
Fee would be paid), including (i) Periodic Payments, (ii) Balloon Payments (other than the Balloon Payments that are received
within one hundred and twenty (120) days following the related Maturity Date as a result of a Mortgage Loan or Serviced Whole
Loan being refinanced or otherwise repaid in full if such Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan
solely because of a Servicing Transfer Event described in clause (i) of the definition of “Servicing Transfer Event”),
(iii) Principal Prepayments and (iv) payments (other than those included in clause (i) or (ii) of this definition)
at maturity or on the Anticipated Repayment Date, received on each Corrected Loan for so long as it remains a Corrected Loan.


 


“XML”:
Extensible Markup Language.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable,
as the context requires, by a Mortgagor in connection with a principal prepayment on, or other early collection of principal of,
a Mortgage Loan, calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that
reflects the lost interest, including any specified amount or specified percentage of the amount prepaid which constitutes the
minimum amount that such Yield Maintenance Charge may be.


 


Section
1.02     Certain Calculations.  Unless otherwise specified herein, for purposes of determining
amounts with respect to the Certificates and the rights and obligations of the parties hereto, the following provisions shall
apply:


 


(i)       All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on
the basis of a three hundred-sixty (360) day year consisting of twelve (12) 30-day months.


 


(ii)       Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer
or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with
the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan, on which interest accrues.


 


(iii)       Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a)
any distributions made on such Distribution Date pursuant to Section 4.01(a) or Section 4.01(b), as applicable,
and Section 4.01(c), (b) any Realized Losses or Retained Certificate Realized Losses, as applicable, allocated to such
Class of Principal Balance


 






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Certificates
on that Distribution Date pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans of Nonrecoverable
Advances (plus interest thereon) that were previously reimbursed from principal collections on the related Mortgage Loans, that
resulted in a reduction of the Principal Distribution Amount or the Retained Certificate Principal Distribution Amount, as applicable,
which recoveries are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant
to Section 4.04(a).


 


(iv)       Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the Special Servicer of a Defaulted
Loan, the highest of (x) the rate determined by the Master Servicer or the Special Servicer, as applicable, that approximates
the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date
of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan based on its outstanding principal
balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including
property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the
related Mortgaged Property.


 


(v)       Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu,
to the Trust and Serviced Pari Passu Companion Loans in accordance with the respective outstanding principal balances of the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loans or (ii) with respect to any Serviced AB Whole Loan,
first, to the related AB Subordinate Companion Loan and then, pro rata and pari passu, to the Trust
and Serviced Pari Passu Companion Loans in accordance with the respective outstanding principal balances of the related Serviced
AB Mortgage Loan and Serviced Pari Passu Companion Loans.


 


[End
of Article I]


 


Article
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section
2.01     Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby
establish a trust, appoint the Trustee as


 






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trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust, without
recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests) all the right,
title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under
(i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4 (other than Section 4(c), (d), (e) and
(g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13,
14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements; (iii) the Intercreditor Agreements; (iv) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified
Substitute Mortgage Loan, the Due Date in the month of substitution); (v) any REO Property (to the extent of the Depositor’s
interest therein) or the Depositor’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired
under the related Non-Serviced PSA; (vi) all revenues received in respect of any REO Property (to the extent of the Depositor’s
interest therein); (vii) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and
the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to this Agreement and any proceeds thereof (to the extent of the Depositor’s interest therein); (viii) any Assignment of
Leases and any security agreements (to the extent of the Depositor’s interest therein); (ix) any letters of credit, indemnities,
guaranties or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Depositor’s
interest therein); (x) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the
Depositor’s interest therein), amounts on deposit in the Collection Account (to the extent of the Depositor’s interest
therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such
Gain-on-Sale Reserve Account), the Retained Certificate Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest
in such Retained Certificate Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Depositor’s interest
in such REO Account), including any reinvestment income, as applicable; (xi) any Environmental Indemnity Agreements (to the extent
of the Depositor’s interest therein); (xii) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement
(to the extent not covered by clause (ii) above); (xiii) the Lower-Tier Regular Interests; (xiv) with respect to the Exchangeable
Certificates, each of the Exchangeable Upper-Tier Regular Interests; and (xv) the proceeds of the foregoing (other than any interest
earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent
such interest belongs to the related Mortgagor, and any Retained Defeasance Rights and Obligations with respect to the Mortgage
Loans) (collectively, the “Conveyed Property”). Such assignment includes all interest and principal received
or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal and interest due and
payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal collected on or before the Cut-off
Date; and (iii) with respect to those Mortgage Loans that were closed in June 2020 but have their first Due Date after June 2020,
any interest amounts relating to the period prior to the Cut-off Date). The transfer of the Mortgage Loans and the related rights
and property accomplished hereby is absolute and, notwithstanding Section 13.07, is intended by the parties to constitute
a sale. In connection with the assignment to the Trustee of Sections 2, 3, 4 (other than Section 4(c), (d) and (f)) and 5 (other
than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11,


 






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12, 13, 14, 15, 17 and 18
of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit of Sections 10, 13 and 15 thereof
in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available
to the Trustee the benefits of Sections 10, 13 and 15 in connection therewith.


 


(b)       In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date,
the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost,
a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage
File”) and (B) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for
each Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other
items required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve
accounts and originals of letters of credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note,
the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to
have been satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together
with an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust.
If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents
and/or instruments referred to in clauses (ii), (iv), (vii) and (ix) of the definition of “Mortgage
File” (or, if applicable, a copy thereof) 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,
or will be delivered within ten (10) Business Days of the Closing Date, for filing or recordation, the delivery requirements of
the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional
basis as of the Closing 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 applicable
Mortgage Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted for filing or recording)
is delivered to the Custodian on or before the date set forth herein, and either the original of such non-delivered document or
instrument, or a photocopy thereof (certified by the appropriate county recorder’s office or the applicable title insurance
company, in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage
File”, 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 one hundred-eighty (180) days of the Closing Date (or within such longer period,
not to exceed eighteen (18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage
Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such
180–day period after the Closing Date,


 






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attempting in good faith to obtain from the appropriate public filing office or county
recorder’s office such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver,
or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii),
(iv), (vii), and (ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,”
with evidence of filing or recording thereon (if intended to be recorded or filed), for any other reason, including, without limitation,
that such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage
Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied 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
photocopy of such non-delivered document or instrument (with evidence of filing or recording thereon and certified in the case
of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File” by the
appropriate county recorder’s office or the applicable title insurance company to be a true and complete copy of the original
thereof submitted for recording) is delivered to the Custodian on or before the date set forth herein. Neither the Trustee nor
any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any
Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete
and recordable form or form suitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee
referred to in clause (iii), clause (v), or clause (x) of the definition of “Mortgage File” solely
because of the unavailability of filing or recording information as to any existing document or instrument, such Mortgage Loan
Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section
2.01(b) with respect to such assignment by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment
of such Mortgage Loan substantially in the form of Exhibit H; provided that all required original assignments with
respect to such Mortgage Loan (in fully complete and recordable form or form suitable for filing or recording, if applicable)
are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer period, not
to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as certified
in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after
the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office
the applicable filing or recording information as to the related document or instrument); and provided, further,
that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause (e) and
clause (f) of the first proviso to the definition of “Mortgage File” herein. As to any Mortgage Loan, the related
Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments in favor of
the Trustee referred to in clause (iii), clause (v), or clause (x) of the definition of “Mortgage File”,
and such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) with respect to such assignment by delivering to the Custodian with respect to such Mortgage Loan
on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for recording or filing information
not yet available) to be sent for recording or filing; provided that an original or copy of such assignment (with evidence
of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as


 






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contemplated by Section 2.01(c)
of this Agreement. Notwithstanding anything herein to the contrary, with respect to the delivery of a letter of credit in
the manner described in clause (A) of clause (xii) of the definition of “Mortgage File”, the applicable
Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) by delivering to the Custodian within ten (10) Business Days following the Closing Date with respect
to any such letter(s) of credit a copy of such letter of credit, the transfer documentation and such transmittal communication
to the issuing bank indicating that such document has been delivered to the issuing bank for reissuance. If a letter of credit
is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with
the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver
copies of the appropriate transfer or assignment documents to the Custodian promptly following receipt of written notification
thereof. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any transfer fee required
in order to transfer the beneficiary’s interest from such Mortgage Loan Seller to the Master Servicer on behalf of the Trust
as required hereunder and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating
a draw under any such letter of credit prior to the date such letter of credit is reissued to the Master Servicer on behalf of
the Trust. Regardless of the manner of delivery, the related Mortgage Loan Seller is required pursuant to the related Mortgage
Loan Purchase Agreement to indemnify the Trust for any liabilities, charges, costs, fees or other expenses accruing from the failure
of such Mortgage Loan Seller to assign all rights in and to the letter of credit hereunder including the right and power to draw
on the letter of credit.


 


(c)       Except
in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself,
or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of
each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing
or recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such
Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b). Except
under the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of a Non-Serviced
Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will,
promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage Loan
Seller’s actual receipt of the related documents and the necessary recording and filing information) cause to be submitted
for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements,
as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in
the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee following recording
or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian
or its designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be
deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to
be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30)


 






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days after receipt. If any
such document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction
in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be,
because of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller
or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter
the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause
the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not
received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage
Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related
Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian,
the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable
jurisdiction and of the records of the offices of the applicable Secretary of State for confirmation that the Assignment appears
in such records and retain a copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording
or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly
inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation
of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for
any Assignments which, having been properly submitted for filing or recording to the appropriate governmental office by the Custodian,
fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment
to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any
UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions
where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable
to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the
related Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the Master
Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


 


(d)       All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in the case of such Mortgage Loan Seller, and except in the case of a Mortgage Loan that is part of a Non-Serviced
Whole Loan, originals or copies of all financial statements, operating statements, appraisals, environmental reports, engineering
reports, Insurance Policies, certificates, guaranty/indemnity agreements, property inspection reports, escrow analysis, tax bills,
third-party management agreements, asset summary and financial information on the borrower/sponsor and any guarantor, but in any
case excluding the applicable Mortgage Loan Seller’s internal communications (including such communications between such
Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage Loan
Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications that are privileged communications
or constitute legal or other due diligence analyses and credit underwriting or due diligence analyses or data) that (i) are not
required to be a part of a Mortgage File in accordance with the definition thereof and (ii) are reasonably necessary for the servicing
of each such Mortgage Loan, together with copies of all documents in


 






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each Mortgage File, shall be delivered or otherwise made
available by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5) Business Days after the
Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders
(and as Holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion Holder; provided, that
with respect to the Mortgage File, if any document required to be contained therein are not available on the date that is five
(5) Business Days after the Closing Date, such document shall be delivered or otherwise made available to the Master Servicer
on or before the date such document is required to be delivered to the Custodian pursuant to Section 2.01(b). Such documents
and records shall be any documents and records (with the exception of any items excluded under the immediately preceding sentence)
that would otherwise be a part of the Servicing File.


 


(e)       In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee
and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart of each
of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.


 


(f)       The
Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three
(3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Serviced Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held
in the name of the applicable Mortgage Loan Seller or any other name to be transferred to the Master Servicer (or a Sub-Servicer)
for deposit into Servicing Accounts.


 


(g)       [Reserved].


 


(h)       Each
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan Seller shall
deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence
Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty
(60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide the Depositor a certificate (with a copy
(which may be sent by e-mail) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian, the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor) certifying that
the electronic copies of the documents and information uploaded to the Designated Site constitute all documents and information
required under the definition of “Diligence File” and such Diligence Files are organized and categorized in accordance
with the electronic file structure reasonably agreed to by the Depositor and the applicable Mortgage Loan Seller (the “Diligence
File Certification”).


 


(i)       Notwithstanding
anything to the contrary contained herein, (i) with respect to a Joint Mortgage Loan, the obligations of each of the applicable
Mortgage Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited to
delivery of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With respect to
a Joint Mortgage Loan that is serviced under this


 






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Agreement, the obligations of the applicable Mortgage Loan Sellers to deliver
the remaining portion of the related Mortgage File or any document required to be delivered with respect thereto shall be joint
and several, provided that either of the applicable Mortgage Loan Sellers may deliver one Mortgage File or one of any other document
required to be delivered with respect to such Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements
for each of the applicable Mortgage Loan Sellers.


 


(j)       Within
five (5) Business Days of the Closing Date, the Depositor shall deliver in EDGAR-Compatible Format and Excel format to the Master
Servicer via email to ssreports@wellsfargo.com the Initial Schedule AL File covering all of the Mortgage Loans, the Initial
Schedule AL Additional File covering all of the Mortgage Loans and the Annex A-1 to the Prospectus.


 


(k)       Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with each Servicing Shift
Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other
than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the Servicing
Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the related Non-Serviced
PSA, (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Securitization Date and
(iii) 180 days after the Closing Date, in which case assignments and recordations shall be effected in accordance with this Section
2.01 until the occurrence, if any, of the Servicing Shift Securitization Date, (2) no letter of credit need be amended (including,
without limitation, to change the beneficiary thereon) until the earliest of (i) the Servicing Shift Securitization Date, in which
case such amendment shall be in accordance with the related Non-Serviced PSA, (ii) the Servicing Shift Whole Loan becoming a Specially
Serviced Loan prior to the Servicing Shift Securitization Date in which case such amendment shall be effected in accordance with
the terms of this Section 2.01 and (iii) the earlier of (A) 180 days after the Closing Date and (B) any such time as any
such letter of credit is required to be drawn upon by the Master Servicer in which case such amendment shall be effected in accordance
with the terms of this Section 2.01, and (3) on and following the Servicing Shift Securitization Date, the Person selling
the related Servicing Shift Lead Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct
in writing, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage
Loan documents relating to the Servicing Shift Whole Loan in its possession (other than the original note(s) evidencing the Servicing
Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause
(a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents
related to the Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled
to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation,
execution and delivery) and recordation of instruments of assignment in the name of the related Non-Serviced Trustee or related
Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian
photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer,
and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payments,
reserve


 






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funds and items specified in clauses (x) and (xii) of the definition of “Mortgage File” for
the Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.


 


Section
2.02     Acceptance by Trustee.  (a) The Trustee, by the execution and delivery of this Agreement (1) acknowledges
receipt by it or the Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice
of any adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File”
with respect to each Mortgage Loan (or electronically recorded copies thereof) and of all other assets included in the Trust Fund
and (2) declares (a) that it or the Custodian on its behalf holds and will hold such documents and the other documents delivered
or caused to be delivered by the Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit
of all present and future Certificateholders and Serviced Companion Noteholders, as applicable, and (b) that it holds and will
hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders
(and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests), as applicable. If any Mortgage Loan Seller
is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such
Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied
the document delivery requirements of Section 2.01 and of this Section 2.02.


 


(b)       Within
sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the
Due Date in the month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than
sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to
the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation Termination
Event shall have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan with respect
to the Directing Certificateholder or the Holder of the majority of the Controlling Class), the Trustee, the Certificate Administrator,
the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically identified in any exception
report annexed to such writing (the “Custodial Exception Report”), (i) subject to the first proviso of the
definition of “Mortgage File” herein and Section 2.01, all documents specified in clauses (i) through
(v), (viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage
File”, as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage
Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such
Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (iv), (viii) and (ix) in the definition of “Mortgage
Loan Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall
specifically identify such Mortgage Loan together with the nature of such exception (in the form reasonably acceptable to the
Custodian and the related Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered from
items which were delivered by the related Mortgage Loan Seller but are out for filing or recording and have not been returned
by the filing office or the recorder’s office).


 






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(c)       The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the first proviso of the definition of “Mortgage File” herein and Section
2.01, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii)
and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the
foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear
regular on their face and appear to be executed and relate to such Mortgage Loan, if applicable, and (iii) based on such examination
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (iv), (viii) and (ix) in the definition of “Mortgage Loan Schedule” is correct.


 


(d)       Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in
any of the documents specified in clauses (ii) through (v), (vii), (viii) and (ix) in the definition
of “Mortgage File”, which Material Defect results solely from a delay in the return of the related documents from
the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related
Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing
Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class and, with respect to any other Mortgage Loan, only prior to the occurrence
and continuance of a Control Termination Event), and the Special Servicer may, in accordance with the Servicing Standard, after
the occurrence and during the continuance of a Control Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing
or substituting for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held in trust in a segregated
Eligible Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated Principal Balance of the related
Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a letter of credit in such
amount, with a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by the Master Servicer (i)
until the date on which the Custodian determines and notifies the Master Servicer that such Material Defect has been cured or
the related Mortgage Loan is no longer part of the Trust Fund, at which time the Master Servicer shall return such funds (or letter
of credit) to the related Mortgage Loan Seller, or (ii) until same are applied to the Purchase Price (or the Substitution Shortfall
Amount, if applicable) as set forth below in this Section 2.02(d) in the event of a repurchase or substitution by the related
Mortgage Loan Seller. Notwithstanding the two (2) immediately preceding sentences, if the Master Servicer or the Special Servicer
certifies to the Trustee, the Certificate Administrator and the Custodian that it has determined in the exercise of its reasonable
judgment that the document with respect to which such Material Defect exists is required in connection with an imminent enforcement
of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or
third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on


 






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collateral securing
the related Mortgage Loan or for any immediate significant servicing obligation, the related Mortgage Loan Seller shall be required
to repurchase or substitute for the related Mortgage Loan in accordance with, and to the extent required by, the terms and conditions
of Section 2.03(b) and Section 5 of the related Mortgage Loan Purchase Agreement; provided, however, that
such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan for a period of ninety (90) days after receipt
of a notice to repurchase (together with any applicable extension period) if it is attempting to recover the document from the
applicable filing or recording office and provides an officer’s certificate setting forth what actions such Mortgage Loan
Seller is pursuing in connection with such recovery. In the event of a repurchase or substitution, upon the date of such repurchase
or substitution, and in the event that the related Mortgage Loan Seller has delivered a letter of credit to the Master Servicer
in accordance with this Section 2.02(d), the Master Servicer shall, to the extent necessary, draw on the letter of credit
and deposit the proceeds of such draw, into its Collection Account to be applied to the Purchase Price (or the Substitution Shortfall
Amount, if applicable, in which event, the amount of such funds or proceeds that exceed the Substitution Shortfall Amount shall
be returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b). All such funds deposited in the Collection
Account shall be invested in Permitted Investments, at the direction and for the benefit of the related Mortgage Loan Seller.
Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement
from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage
Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(e)       It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any
of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage
File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified
on the Mortgage Loan Checklist (as defined in the related Mortgage Loan Purchase Agreement)) or (ii) to inspect, review or examine
any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that
the same are genuine, enforceable, duly authorized, sufficient to perfect and maintain the perfection of a security interest or
appropriate for the represented purpose or that they are other than what they purport to be on their face and, with respect to
the documents specified in clause (viii) of the definition of the “Mortgage File”, whether the insurance is
effective as of the date of the recordation, whether all endorsements or riders issued are included in the file or if the policy
has not been issued whether any acceptable replacement document has been dated the date of the related Mortgage Loan funding.
Further, with respect to the UCC Financing Statements referenced in the Mortgage File, absent actual knowledge to the contrary
or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian
may assume, for the purposes of the filings and the certification to be delivered in accordance with this Section 2.02
that the related Mortgage File should include one (1) state level UCC Financing Statement filing for each Mortgaged Property (or
with respect to any Mortgage Loan that has


 






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two (2) or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors
are named as debtors in the same UCC Financing Statement filing), or if the Custodian has received notice that a particular UCC
Financing Statement was filed as a fixture filing, that the related Mortgage File should include only a local UCC Financing Statement
filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two (2) or more Mortgagors, for each Mortgagor,
except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing). The assignments of
the UCC Financing Statements to be assigned to the Trust will be delivered on the national forms (or on such other form as may
be acceptable for filing or recording in the applicable jurisdiction) and in a format suitable for filing or recording, as applicable,
and will be filed or recorded in the jurisdiction(s) where such UCC Financing Statements were originally filed or recorded, as
indicated in the documents provided, and in accordance with then-current laws.


 


(f)       If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with
the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event
later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing
a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in
a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage
File but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and
have not been returned by the recorder’s office or filing office).


 


(g)       If
the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person for
a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase
Request, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the
extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such
15Ga-1 Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase
Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer
or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by
electronic format so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business
Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”)
to the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor,
in each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 


Each
15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received
by the Repurchase Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase
Request Recipient, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase
Request), (iv) the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase Request
Recipient as to whether it currently plans to pursue such 15Ga-1 Repurchase Request.


 






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A
Repurchase Request Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided
pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers 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 2.02(g) 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 Mortgage Loan Purchase Agreement,
including with respect to any 15Ga-1 Repurchase Request that is the subject of a 15Ga-1 Notice.


 


In
the event that the Depositor, the Trustee, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise
provide written notice of such 15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan,
or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement in the
related correspondence: “This is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and
Servicing Agreement relating to BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27 requiring action
by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1 Repurchase Request by
the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient
in respect of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.02(g)
with respect to such 15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue of this provision, be required
to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage
File.


 


If
the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian
receives notice or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously
received or given, and such notice was not received from or copied to the Master Servicer or the Special Servicer, then such party
shall give notice of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice
received by the Trustee, the Certificate Administrator, the Certificate Registrar, Operating Advisor, Asset Representations Reviewer
or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan
Seller.


 


In
the event that a Mortgage Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall promptly
notify the Depositor of such repurchase or replacement.


 


(h)       The
parties hereto acknowledge the obligation of each Mortgage Loan Seller pursuant to Section 2(c) of the related Mortgage Loan Purchase
Agreement to deliver, on or prior to the fifth (5th) Business Day after the Closing Date, at its expense, to the Custodian five
(5) originals of limited powers of attorney substantially in the form attached as Exhibit F


 






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thereto in favor of the Custodian
(on behalf of the Trustee) and the Special Servicer to empower the Custodian (on behalf of the Trustee) and, in the event of the
failure or incapacity of the Custodian (on behalf of the Trustee), the Special Servicer, to sign and/or deliver to a third party
for submission, or to cause the Custodian to sign and/or deliver to a third party for submission, at the expense of the related
Mortgage Loan Seller, any mortgage loan documents required to be recorded as described in Section 2.01 of this Agreement
and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage Files (so
long as original counterparts have previously been delivered to the Trustee (or the Custodian on its behalf)); provided,
that if the Mortgage Loan Seller fails to promptly pay the Special Servicer or Custodian the expenses associated with recording
documents as provided in this sentence, then such expenses shall be payable out of the Trust (it being understood for the avoidance
of doubt that the applicable Mortgage Loan Seller will nonetheless remain responsible for reimbursing the Trust for such expenses).
Neither the Special Servicer nor the Custodian shall be liable for any failure of such third party in connection with the foregoing,
so long as the third party was chosen with due care (in the case of the Custodian) or in accordance with the Servicing Standard
(in the case of the Special Servicer). Each Mortgage Loan Seller has agreed to reasonably cooperate with the Custodian, the Trustee
and the Special Servicer in connection with any additional powers of attorney or revisions thereto that are requested by such
parties for purposes of such recordation. The parties hereto agree that no such power of attorney shall be used with respect to
any Mortgage Loan by or under authorization by any party hereto except to the extent that the absence of a document described
in the second preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier of (i) the date that
is one hundred eighty (180) days following the delivery of notice of such absence to the Mortgage Loan Seller, but in no event
earlier than eighteen (18) months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes a Specially
Serviced Loan. The Custodian or the Special Servicer, as applicable, shall submit such documents for recording, at the related
Mortgage Loan Seller’s expense, after the periods set forth above, provided, the Custodian or the Special Servicer, as applicable,
shall not submit such assignments for recording if the related Mortgage Loan Seller produces evidence that it or a third-party
on its behalf has sent any such assignment for recording and certifies that such Mortgage Loan Seller is awaiting its return from
the applicable recording office.


 


Section
2.03     Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution
of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties.  (a) The Depositor hereby
represents and warrants that:


 


(i)       The
Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and
the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(ii)       Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor


 






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hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)       The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which
would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required
for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)       There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the
Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)       The
Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage
Loans have been validly transferred to the Trust.


 


(b)       After
receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan Seller, not
later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable Mortgage Loan Seller’s
receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery of such Material
Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that
causes a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) discovery by the related Mortgage Loan
Seller or any party to this Agreement of such Material Defect and (y) receipt of notice of the Material Defect from any party
to this Agreement (such ninety (90) day period, the “Initial Cure Period”), (A) cure such Material Defect in
all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable additional
expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the affected Mortgage Loan or successor
REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof), at the applicable
Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified
Substitute Mortgage Loan (other than with respect to the Whole


 






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Loans, for which no substitution will be permitted) for such affected
Mortgage Loan or REO Loan (provided that in no event shall any such substitution occur on or after the second anniversary
of the Closing Date) and pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in
connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided,
however, that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to
deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii)
of the definition of “Mortgage File” by a date not later than eighteen (18) months following the Closing Date,
if such Material Defect is capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage
Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period, the
applicable Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial
Cure Period (such additional ninety (90) day period, the “Extended Cure Period”) to complete such cure (or,
failing such cure, to repurchase the related Mortgage Loan or successor REO Loan (or, in the case of a Joint Mortgage Loan, the
applicable Mortgage Loan Seller Percentage Interest thereof) or substitute a Qualified Substitute Mortgage Loan (other than with
respect to the Whole Loans, for which no substitution will be permitted)); provided, further, that with respect
to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s certificate to the Trustee,
the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information
Provider), the Master Servicer, the Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan other than
an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, prior
to the occurrence and continuance of a Consultation Termination Event) the Directing Certificateholder, setting forth the reason
such Material Defect is not capable of being cured within the Initial Cure Period and what actions the applicable Mortgage Loan
Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such
Material Defect will be cured within the Extended Cure Period; and provided, further, that, if any such Material
Defect is not cured after the Initial Cure Period and any such Extended Cure Period solely due to the failure of the related Mortgage
Loan Seller to have received the recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its
cure, repurchase and/or substitution obligations in respect of such Material Defect until eighteen (18) months after the Closing
Date for so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer, the Special Servicer, the Directing
Certificateholder (prior to the occurrence and continuance of a Consultation Termination Event) and the Certificate Administrator
no less than every ninety (90) days, beginning at the end of such Extended Cure Period, that such Material Defect is still in
effect solely because of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing
the cure of such Material Defect (specifying the actions being taken). Notwithstanding the foregoing, any Defect or Breach which
causes any Mortgage Loan not to be a “qualified mortgage” (within the meaning of Section 860G(a)(3) of the Code, but
without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated
as a qualified mortgage) shall be deemed to materially and adversely affect the interests of Certificateholders therein, and (subject
to the applicable Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage
Loan shall be repurchased or substituted for without regard to the Extended Cure Period described in the preceding


 






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sentence. If
the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable Mortgage
Loan Seller are to be remitted by wire transfer to the Master Servicer for deposit into the Collection Account.


 


If
a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage
Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Enforcing
Servicer on behalf of the Trust (and, for so long as no Control Termination Event has occurred and is continuing and in respect
of any Mortgage Loan that is not an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority
of the Controlling Class, in either case, with the consent of the Directing Certificateholder or the Holder of the majority of
the Controlling Class, the consent of the Directing Certificateholder) (each such payment, a “Loss of Value Payment”)
with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve
Fund to be applied in accordance with Section 3.05(g) of this Agreement. In connection with any Loss of Value Payment with
respect to any Non-Specially Serviced Loan, the Master Servicer shall promptly provide the Special Servicer, but in any event
within the time frames and in the manner provided in Section 3.19 (as if such Mortgage Loan were subject to a Servicing
Transfer Event), with the Servicing File and all information, documents and records relating to such Non-Specially Serviced Loan
and any related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise reasonably available to
the Master Servicer, and reasonably required by the Special Servicer to permit the Special Servicer to calculate the Loss of Value
Payment, to the extent set forth in Section 3.19 (as if such Mortgage Loan were subject to a Servicing Transfer Event).
The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such
Loss of Value Payment and the portion of fees of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage
Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) and not previously
paid by the Mortgage Loan Seller. If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy
available to the Certificateholders and the Trustee on their behalf regarding any such Material Defect in lieu of any obligation
of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage Loan
based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement
between the applicable Mortgage Loan Seller and the Enforcing Servicer on behalf of the Trust, provided that (i) prior
to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the Enforcing Servicer
from exercising any of its rights related to a Material Defect in the manner and timing set forth in the related Mortgage Loan
Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure, repurchase or substitute
for (or make a Loss of Value Payment with respect to) such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater
than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting
a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule of Treasury
Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage) may not be cured
by a Loss of Value Payment.


 






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If
any Breach that constitutes a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents
or any particular Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular
action or matter under such Mortgage Loan document(s), then the related Mortgage Loan Seller may cure such Breach within the applicable
cure period (as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the
reasonable amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor and
(ii) the amount of any fees payable by the related Mortgage Loan Seller to the Asset Representations Reviewer to the extent not
previously paid by such Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset Review of such Mortgage
Loan; provided that if the Breach relates to a Joint Mortgage Loan, each Mortgage Loan Seller shall only be responsible
for its Mortgage Loan Seller Percentage Interest of all such costs and expenses unless such Breach relates solely to the Mortgage
Note sold by such Mortgage Loan Seller. Except as provided in the proviso to the immediately preceding sentence, the related Mortgage
Loan Seller shall remit the amount of such costs and expenses to the Enforcing Servicer for disbursement to the applicable Persons
and, upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects.
To the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained
from the related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses
obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due with
respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic
Payments due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and received by the
Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution,
shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or
prior to the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being
repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date
of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer or the Special
Servicer to the applicable Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding
anything contained in this Agreement or the related Mortgage Loan Purchase Agreement, a delay in either the discovery of a Material
Defect or in providing notice of such Material Defect shall relieve the applicable Mortgage Loan Seller of its obligation to cure,
repurchase or substitute for (or make a Loss of Value Payment with respect to) the related Mortgage Loan if (i) the related Mortgage
Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such delay is a result of the failure by
a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to provide prompt notice as required by the terms
of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual knowledge of such Material
Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report or possession of the Mortgage File)
(iii) such delay precludes such Mortgage Loan Seller from curing such Material Defect and (iv) such Material Defect does not relate
to the applicable Mortgage Loan not being a “qualified mortgage” within the meaning of Code Section 860G(a)(3), but
without regard to the rule of


 






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Treasury regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as
a qualified mortgage. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole
or in part, a hotel or other hospitality property, restaurant (operated by a borrower), healthcare facility, nursing home, assisted
living facility, self-storage facility, theater or fitness center (operated by a borrower), then the failure to deliver copies
of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with
respect to a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or, in the
case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) if (i) the affected Mortgaged
Property may be released pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such
Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth
in the Mortgage Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such release
in lieu of repurchase would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax
upon any Trust REMIC or the Trust and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


(c)       Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to be deemed
to have a Material Defect: (i) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (ii)
the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included
in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate
from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (iii) the absence from
the Mortgage File of the item called for by clause (viii) of the definition of “Mortgage File”; (iv) the absence
from the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf
of the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon
or a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening
assignments were sent for filing or recordation, as applicable; (v) the absence from the Mortgage File of any required letter
of credit; or (vi) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or
an original, if available) of the related Ground Lease; provided, however, that no Defect (except the Defects previously
described in sub-clauses (i) through (vi) of this Section 2.03(c)) shall be considered to materially and
adversely affect the value of the related Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee
or Certificateholders unless the document with respect to which the Defect exists is required in connection with an imminent enforcement
of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or
third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing
the related Mortgage Loan or for any immediate significant servicing obligation; provided, further, that no Defect
relating to any Non-


 






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Serviced Mortgage Loan previously described in sub-clauses (ii) through (vi) of this Section
2.03(c) shall be considered to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged
Property or the interests of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice
of such Defect, is unable to produce a copy of the document with respect to which the Defect exists within a reasonable period
after receiving such notice or otherwise establish that the original or copy, as applicable, of such document has been delivered,
in compliance with the terms of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding
the foregoing, the delivery of executed escrow instructions or a binding commitment to issue a lender’s title insurance
policy, as provided in clause (viii) of the definition of “Mortgage File” herein, in lieu of the delivery of
the actual policy of lender’s title insurance, shall not be considered a Material Defect with respect to any Mortgage File
if such actual policy is delivered to the Custodian not later than eighteen (18) months following the Closing Date. Notwithstanding
the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document delivery requirements under this
Agreement and the related Mortgage Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant
to Section 2.02 above of a document that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery
of the document, and the Custodian subsequently loses a document, the fact that such document is lost may not be utilized as the
basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant to Section 5(a) of the related Mortgage Loan Purchase
Agreement and/or this Section 2.03 and the Custodian shall be liable for any such loss to the extent provided for in Section
8.01.


 


(d)       In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by
this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage
Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
(other than attorney-client communications that are privileged communications), and each document that constitutes a part of the
Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be to the applicable
Mortgage Loan Seller in the same manner as provided in Section 5 of the related Mortgage Loan Purchase Agreement and, if applicable,
the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership
of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance
policy with respect thereto) and the related Mortgage Loan documents.


 


(e)       Section
5 of each of the Mortgage Loan Purchase Agreements and the provisions of this Section 2.03 provide the sole remedy available
to the Certificateholders (subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee
on behalf of the Certificateholders, the Master Servicer or the Special Servicer, with respect to any Material Defect.


 






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(f)       The
Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in the best interest of the Certificateholders
in accordance with the Servicing Standard. Any costs incurred by the Master Servicer or Special Servicer with respect to the enforcement
of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the
extent not recovered from the applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise
provided for herein. The Master Servicer or the Special Servicer, as applicable, shall be reimbursed for the reasonable costs
of such enforcement: first, from a specific recovery, if any, of costs, expenses or attorneys’ fees against the applicable
Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related Purchase Price, to the
extent that such expenses are a specific component thereof; and third, if at the conclusion of such enforcement action
it is determined that the amounts described in clauses first and second are insufficient, then pursuant to
Section 3.05(a)(vii) herein out of general collections on the Mortgage Loans on deposit in the Collection Account. Any
costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall be paid pursuant to the related Intercreditor
Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 


(g)       If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have
a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such
expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to
this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate, fees owed to the Master Servicer or the Special Servicer, and unpaid or unreimbursed expenses of the
Trustee, the Certificate Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan.
The Enforcing Servicer shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent
with the Servicing Standard, but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan
Seller; provided, however, that the Enforcing Servicer determines in the exercise of its sole discretion consistent
with the Servicing Standard that such actions by it will not impair the Enforcing Servicer’s collection or recovery of principal,
interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement;
provided, further, that the Special Servicer may waive the collection of amounts due on behalf of such Mortgage
Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)       If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the


 






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related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to
constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of
this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s)
in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy
the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage
Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either to repurchase
or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase
or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral
or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance
with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal
Balances. Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage
Loans shall remain in full force and effect without any modification thereof.


 


(i)       Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii)
in connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan
Seller’s expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection
with such partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications
to the Mortgage prepared and executed in connection with such partial release.


 


(j)       With
respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute
for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while the Trustee
continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan
Seller and the Enforcing Servicer, on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage
Loan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary Collateral but each will be permitted
to exercise remedies against the Primary Collateral securing its respective related Mortgage Loans, including with respect to
the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so long as such exercise does not materially
impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise of the remedies
by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Underlying Loans held by such party, then both parties have agreed in the related Mortgage Loan Purchase
Agreement to forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the relevant Mortgage
Loan can be modified in a manner that complies with the related


 






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Mortgage Loan Purchase Agreement to remove the threat of material
impairment as a result of the exercise of remedies.


 


(k)       (i)
In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the Special Servicer, and the Enforcing
Servicer shall promptly forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and each other party
to this Agreement. Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder
Repurchase Request.


 


(ii)       In
the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect with respect
to a Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall
deliver prompt written notice of such Material Defect to each other party to this Agreement, the Directing Certificateholder and
the related Mortgage Loan Seller identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA
Party Repurchase Request” and each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the
“Repurchase Request”). The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the
Trust against the related Mortgage Loan Seller with respect to a PSA Party Repurchase Request.


 


(iii)       In
the event the Repurchase Request is not Resolved within one hundred-eighty (180) days after the Mortgage Loan Seller receives
the Repurchase Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below
shall apply. Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request
is sent to the related Mortgage Loan Seller. A Resolved Repurchase Request shall not preclude the Enforcing Servicer from exercising
any of their respective rights related to a Material Defect in the manner and timing otherwise set forth in this Agreement, in
the related Mortgage Loan Purchase Agreement or as provided by law.


 


(iv)       Within
two (2) Business Days after a Resolution Failure occurs with respect to a Repurchase Request made by any Person other than the
Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder relating to a Non-Specially Serviced
Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”)
to the Special Servicer, indicating the Master Servicer’s analysis and recommended course of action with respect to such
Repurchase Request. The Master Servicer shall also deliver to the Special Servicer the Servicing File and all information, documents
and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially
Serviced Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise
reasonably available to the Master


 






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Servicer, and reasonably requested by the Special Servicer to enable it to assume its duties
hereunder to the extent set forth in this Agreement for such Non-Specially Serviced Loan. Upon receipt of the Master Servicer
Proposed Course of Action Notice and such Servicing File and other material, the Special Servicer shall become the Enforcing Servicer
with respect to such Repurchase Request.


 


(l)       (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request
was initiated by an Initial Requesting Certificateholder, a party to this Agreement or the Directing Certificateholder), and,
if applicable, after the Master Servicer sends the Master Servicer Proposed Course of Action Notice the Enforcing Servicer shall
send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to
the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator
(which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com). The Certificate Administrator
shall make the Proposed Course of Action Notice available to all other Certificateholders and Certificate Owners by posting such
notice on the Certificate Administrator’s Website indicating the Enforcing Servicer’s intended course of action with
respect to the Repurchase Request (a “Proposed Course of Action”). The Proposed Course of Action Notice shall
include (a) a request to Certificateholders to indicate their agreement with or dissent from such Proposed Course of Action by
clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within thirty (30)
days after the date of such notice and a disclaimer that responses received after such thirty (30)-day period will not be taken
into consideration, (b) a statement that in the event any Certificateholder disagrees with the Proposed Course of Action, the
Enforcing Servicer (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting
as the Enforcing Party) shall be compelled to follow the course of action agreed to and/or proposed by the majority of the responding
Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, (c) a statement that responding
Certificateholders will be required to certify their holdings in connection with such response, (d) a statement that only responses
clearly marked “agree” or “disagree” with such Proposed Course of Action will be taken into consideration
and (e) instructions for responding Certificateholders to send their responses to the Enforcing Servicer and the Certificate Administrator.
The Certificate Administrator shall, within three (3) Business Days after the expiration of the 30-day response period, tabulate
the responses received from the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator
shall only count responses timely received that clearly indicate agreement or dissent with the related Proposed Course of Action
and additional verbiage or qualifying language shall not be taken into consideration for purposes of determining whether the related
Certificateholder agrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation
to answer any questions from Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate
Administrator’s obligations in connection with this Section 2.03(l) shall be limited solely to tabulating Certificateholder
responses of “agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be
construed to impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely
(without investigation) on the Certificate Administrator’s tabulation of the responses of the responding Certificateholders
and whether that amount constitutes a majority. If (a) the Enforcing Servicer’s intended course of action with respect to
the Repurchase Request does not involve pursuing


 






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further action to exercise rights against the related Mortgage Loan Seller with
respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate
Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b)
the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the applicable
Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other
Certificateholder (other than the holder of the RR Interest) or Certificate Owner does not agree with the dispute resolution method
selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or
Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election
Notice”) within thirty (30) days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s
Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter
to either mediation or arbitration. In the event any Certificateholder or Certificate Owner entitled to do so delivers a Preliminary
Dispute Resolution Election Notice, and the Enforcing Servicer has also received responses from other Certificateholders or Certificate
Owners supporting the Enforcing Servicer’s initial Proposed Course of Action, such responses will be considered Preliminary
Dispute Resolution Election Notices supporting the Proposed Course of Action.


 


(ii)       If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to do
so delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder
or Certificate Owner otherwise entitled to do so shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer shall be the sole party entitled to determine a course of action, including, but not limited to, enforcing
the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation rights of the Directing
Certificateholder pursuant to Section 6.08.


 


(iii)       Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a)
the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder (other than of the RR Interest) or Certificate
Owner (each of clauses (a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer
shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either
mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request
(the “Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider the views of
the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions
to occur and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer
shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be appropriate relating to the timing
and extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation,
a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right
to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 






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(iv)       If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated
under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust with respect
to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)       If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If more than one Requesting Certificateholder timely deliver a Final Dispute Resolution Election
Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders of a
majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to such
mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms
of this Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer,
then (A) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or
Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (B) if the Proposed Course
of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request, then
the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase
Agreement; provided, however, that such Material Defect shall not be deemed waived with respect to a Requesting
Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material
change in the facts and circumstances known to such party at the time when the Proposed Course of Action Notice is posted on the
Certificate Administrator’s Website, and (C) if the Proposed Course of Action Notice had indicated a course of action other
than the course of action under clause (B), then the Enforcing Servicer shall again become the Enforcing Party and, as
such, shall be the sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller.


 


(vi)       Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)       In
the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain
a party to any proceedings against the related Mortgage Loan Seller as further described herein.


 






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(viii)       For
the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates shall be entitled
to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


(ix)       The
Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however, the Requesting
Certificateholder shall not be entitled to then utilize the alternative method in the event that the initial method is unsuccessful.


 


(m)       If
the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)       The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
within thirty (30) days of receipt of written notice of the Enforcing Party’s selection of mediation (such provider, the
“Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”)
promulgated by the Mediation Services Provider.


 


(ii)       The
mediator shall be impartial, an attorney admitted to practice in the state of New York and have at least fifteen (15) years of
experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten (10) potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two (2) peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference.
The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)       Prior
to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)       The
parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within ten (10)
Business Days of the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.


 


(v)       The
expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(vi)       Out
of pocket costs and expenses of the Special Servicer for mediation or arbitration, to the extent not agreed to be paid by the
Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case
of arbitration) shall be reimbursable as a Servicing Advance.


 


(n)       If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 






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(i)       The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller within thirty (30) days of receipt of written notice of the Enforcing Party’s selection of arbitration (such provider,
the “Arbitration Services Provider”) in accordance with published arbitration procedures (the “Arbitration
Rules”) promulgated by the Arbitration Services Provider.


 


(ii)       The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied
a list of at least ten (10) potential arbitrators by the Arbitration Services Provider each party will have the right to exercise
two (2) peremptory challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference.
The Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference
choices of the parties to the extent possible.


 


(iii)       Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)       After
consulting with the parties at an organizational conference held not later than ten (10) Business Days after its appointment,
the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties,
with the goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority
to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal
Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing
and post hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.


 


(v)       Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant
the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


 


(vi)       The
arbitrator shall make its final determination no later than thirty (30) days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage
Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent
with those


 






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agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice
at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties.
The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination
permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)        By
selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)       No
person may bring a putative or certificated class action to arbitration.


 


(o)          The
following provisions will apply to both mediation and third-party arbitration:


 


(i)            Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)           If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York
for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)          The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall


 






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promptly notify
the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)       In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to
any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing
Party; provided that the degree and extent to which the Enforcing Servicer actively prepares for and participates in such
proceeding shall be determined by such Enforcing Servicer in consultation with the Directing Certificateholder (provided
that a Consultation Termination Event has not occurred and is not continuing) and in accordance with the Servicing Standard. All
amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in
the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting
Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the
agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any
such costs and expenses allocated to the Requesting Certificateholder.


 


(v)       In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)       The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that (A) the
Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided
in Section 5.06 and (B) the Enforcing Servicer shall be permitted to include such information in any 15Ga-1 Notice as it
is required pursuant to Section 2.02(g).


 


(vii)       For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Mortgage Loan (including without limitation, a liquidation, foreclosure,
negotiation of a loan modification or workout, acceptance of a discounted pay off or deed in lieu, or bankruptcy or other litigation)
or the exercise of any rights of a Directing Certificateholder.


 


(viii)       In
the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then
utilize the alternative method.


 






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(ix)       Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration or related
responsibilities pursuant to this Agreement shall be reimbursable as additional Trust Fund expenses.


 


(p)       Notwithstanding
anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the applicable Mortgage Loan
Sellers to repurchase with respect to a Material Defect with respect to the related Mortgage Loan shall be limited to a repurchase
with respect to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage Loan Purchase Agreement. With
respect to any Joint Mortgage Loan, any cure by either of the applicable Mortgage Loan Sellers with respect to the Mortgage Note
sold by it to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material Defect
with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Mortgage Loan Sellers with respect
to such Joint Mortgage Loan.


 


Section
2.04     Execution of Certificates; Issuance of Lower-Tier Regular Interests.  The Trustee
hereby acknowledges the assignment to it of the Mortgage Loans and, subject to Section 2.01 and Section 2.02, the
delivery to the Custodian of the Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase
Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust.
Concurrently with such assignment and delivery, (i) in exchange for the Mortgage Loans (other than Excess Interest) and the other
assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee acknowledges the issuance of the
Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor
Trust (as described in Section 2.05 below); (iii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier
Regular Interests to the Upper-Tier REMIC; (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the
Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and the Exchangeable Upper-Tier
Regular Interests and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and
to deliver to or upon the order of the Depositor, the Regular Certificates (other than the Exchangeable Certificates) and the
Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized
Denominations evidencing, together with the Exchangeable Upper-Tier Regular Interests, the entire beneficial ownership of the
Upper-Tier REMIC (and in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest); (v) the Trustee
acknowledges the contribution by the Depositor of the Exchangeable Upper-Tier Regular Interests to the Grantor Trust; (vi) the
Trustee acknowledges that it has caused the Certificate Administrator to issue the Class V Certificates and has caused the Certificate
Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and
the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates in authorized denominations, evidencing
beneficial ownership of their respective portions of the Grantor Trust; and (vii) immediately thereafter, in exchange for the
Exchangeable Upper-Tier Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator to issue
the Exchangeable Certificates and has caused the Certificate Administrator to execute and caused the Authentication Agent to authenticate
and to deliver to or upon the order of the Depositor, the Exchangeable Certificates, and the Depositor hereby acknowledges the
receipt by it or its designees, of such Certificates in authorized Denominations evidencing beneficial ownership of their respective
portions of the Grantor Trust.


 






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Section
2.05     Creation of the Grantor Trust.  Each Class of Exchangeable Certificates, the Class
V Certificates and the RR Interest are hereby designated as undivided beneficial interests in their corresponding Grantor Trust
Designation Portions, which portions shall be treated as a grantor trust within the meaning of subpart E, part I of subchapter
J of the Code.


 


[End
of Article II]


 


Article
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section
3.01     The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer;
Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties.  (a) Each of the Master Servicer
and the Special Servicer shall diligently service and administer the applicable Mortgage Loans (other than any Non-Serviced Mortgage
Loan), any related Serviced Companion Loans and the applicable REO Properties (other than any REO Property related to a Non-Serviced
Mortgage Loan) it is obligated (as provided below) to service in accordance with applicable law, this Agreement and the Mortgage
Loan documents and, in the case of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in the
best interests of and for the benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion
Holders and the Trustee (as Holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate
or pari passu nature of such Companion Loans (as determined by the Master Servicer or the Special Servicer, as the case
may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each
Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the
respective Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu
nature of the Companion Loan. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement
and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in no event shall
the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance with
the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the case may be, to
violate the Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the Master Servicer and the
Special Servicer shall service the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan) and the related Serviced
Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner in which, and with the
same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services
and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and diligence with
which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned by
the Master Servicer or the Special Servicer, as the case may be, with a view to the (A) the timely recovery of all payments of
principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an
REO Property, maximization of recovery of principal and interest on a net present value basis on such Mortgage Loans and any related
Serviced


 






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Companion Loans, and the best interests of the Trust and the Certificateholders (as a collective whole as if such Certificateholders
constituted a single lender) (and in the case of any Whole Loan, the best interests of the Trust, the Certificateholders and any
related Companion Holder (as a collective whole as if such Certificateholders and the holder or holders of the related Companion
Loans constituted a single lender), taking into account the subordinate or pari passu, as applicable, nature of the related
Companion Loans), as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment,
in either case giving due consideration to the customary and usual standards of practice of prudent institutional commercial,
multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest arising
from: (i) any relationship that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special
Servicer may have with any Mortgagor, any Mortgage Loan Seller, any other parties to this Agreement, any Sponsor, any originator
of a Mortgage Loan or any Affiliate of any of the foregoing; (ii) the ownership of any Certificate, Companion Loan, mezzanine
loan, or subordinate debt relating to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master
Servicer or the Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the
right of the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates to receive compensation for
its services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing
or management for others of (a) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or (b) any other mortgage loans,
subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the Master Servicer or the
Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the Special Servicer,
as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without
limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or a related Companion Loan the Master Servicer
or the Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer
or the Special Servicer, or any of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage
Loan Seller (if the Master Servicer or the Special Servicer or any of their respective Affiliates is a Mortgage Loan Seller) (the
foregoing, collectively referred to as the “Servicing Standard”).


 


The
Master Servicer and the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required
to be taken regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without
limiting the foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i)
any Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing
Transfer Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided
herein with respect to Non-Specially Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than
the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make all
calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans,
except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred and
with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services
with


 






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respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further,
however, that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results
from a failure of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or
failure by the Special Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master
Servicer, shall not have any responsibility for the performance by the Special Servicer, in its capacity as Special Servicer,
of its duties under this Agreement. The Special Servicer, in its capacity as Special Servicer, shall not have any responsibility
for the performance by the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage
Loan or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of
the conditions specified in Section 3.19(a). Without limiting the foregoing, subject to Section 3.19 and in accordance
with the terms of this Agreement, the Master Servicer shall be obligated to service and administer any Non-Specially Serviced
Loan or any related Serviced Companion Loan. The Special Servicer shall make the property inspections, use its reasonable efforts
to collect the financial statements, budgets, operating statements and rent rolls and forward to the Master Servicer the reports
in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12.
After notification to the Master Servicer, the Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if
efforts by the Master Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved.
Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision herein contained shall
be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability
of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely affect any rights
or benefits provided by this Agreement to the Master Servicer or the Special Servicer (including with respect to Servicing Fees,
Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement
for any Advance by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders
and not as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage
Loans or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicer
or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after
a determination of present value recovery is less than the amount reflected in such determination.


 


(b)       Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and applicable
law, each of the Master Servicer and the Special Servicer shall have full power and authority, acting alone or, subject to Section
3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and
administration for which it is responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing,
each of the Master Servicer and the Special Servicer (with respect to (x) Major Decisions on the Mortgage Loans and (y) the Specially
Serviced Loans and REO Properties), in its own name (or in the name of the Trustee and, if applicable, the related Serviced Companion
Noteholder), is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders (and,
with respect to a Serviced Companion Loan, the


 






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related Serviced Companion Noteholder) and the Trustee or any of them, with respect
to each Mortgage Loan and any related Serviced Companion Loan it is obligated to service under this Agreement: (i) any and all
financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by the
related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral,
and shall, from time to time, execute and/or deliver such financing statements, continuation statements and other documents or
instruments as necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage
File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08, 3.18 and 6.08,
any and all modifications, waivers, amendments or consents to, under or with respect to any documents contained in the related
Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other documents in connection
with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any or all complaints
or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative
capacities (except as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and
the Special Servicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans
that it is servicing any reports required to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section
3.10, the Trustee shall (i) on the Closing Date, furnish to the Master Servicer and the Special Servicer original powers of
attorney in the form of Exhibit R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually
agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause
to be furnished, to the Master Servicer or the Special Servicer any powers of attorney substantially in the form of Exhibit
R-1 or Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the
Master Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate to enable the Master Servicer
or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided,
however, that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer,
or for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall
not, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s
name without indicating the Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity
(unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and
if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer,
as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action,
suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special
Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding, and
shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s,
as applicable, representative capacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee
to be required to be registered to do business in any state.


 


(c)       To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related


 






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Intercreditor Agreement) to exercise its discretion with respect to any action that requires Rating Agency
Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that the terms of
the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as
to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible
for the payment of such costs and expenses out of pocket other than as a Servicing Advance.


 


(d)       The
relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)       The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)       Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the
later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, the Master Servicer shall notify each lessor
under a Ground Lease for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that
the Trust is the leasehold mortgagee and that the Master Servicer or the Special Servicer shall service the related Mortgage Loan
for the benefit of the Certificateholders. The costs and expenses of any modifications to Ground Leases shall be paid by the related
Mortgagor.


 


With
respect to letters of credit delivered in accordance with sub-clause (B) of clause (xii) of the definition of “Mortgage
File”, (a) within sixty (60) days of the Closing Date or such shorter period as is required by the terms of such letter
of credit or other applicable


 






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Mortgage Loan documents, the related Mortgage Loan Seller shall notify the bank issuing the letter
of credit that the Master Servicer on behalf of the Trustee shall be the beneficiary under such letter of credit, and (b) within
sixty (60) days of the Closing Date, the Master Servicer shall present such letter of credit and the related assignment documentation
delivered by the Mortgage Loan Seller in accordance with such sub-clause of the definition of “Mortgage File” to the
letter of credit bank issuing such letter of credit and request that such letter of credit bank reissue the letter of credit in
the name of “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of registered holders of BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27”.
The Master Servicer shall otherwise use reasonable efforts to obtain such reissued letter of credit back from the issuing letter
of credit bank within sixty (60) days (and in any event within ninety (90) days) following the Closing Date. The related Mortgage
Loan Seller shall provide such reasonable cooperation as requested by the Master Servicer, including without limitation by delivering
such additional assignment or amendment documents required by the issuing bank in order to reissue a letter of credit as provided
above.


 


If
a letter of credit is required to be drawn upon earlier than the date that the letter of credit has been revised as contemplated
in the preceding sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests of the Master Servicer or the
Special Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents do not require the
related Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related letter of credit,
then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable
Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating
to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses after the Master
Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall
give the applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller
shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. The costs
and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the
Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related
Mortgage Loan Purchase Agreement.


 


The
Master Servicer acknowledges that any letter of credit held by it shall be held in its capacity as agent of the Trust, and if
the Master Servicer sells its rights to service the applicable Mortgage Loan, the Master Servicer shall assign the applicable
letter of credit to the Trust or (with respect to any Specially Serviced Loan) at the direction of the Special Servicer to such
party as the Special Servicer may instruct, in each case at the expense of the Master Servicer. The Master Servicer shall indemnify
the Trust for any loss caused by the ineffectiveness of such assignment.


 


(g)       Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect
to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust
Fund.


 






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(h)       Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the related Intercreditor
Agreement, as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance
with the related Intercreditor Agreement remain due and owing.


 


(i)       The
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to
any such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, (i) with respect to
any Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu Companion Loan
Holder(s), in accordance with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage Loan and
Serviced Pari Passu Companion Loan(s) or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate
Companion Loan(s) and then, pro rata and pari passu, by the Trust and any Serviced Pari Passu Companion Loan(s),
in accordance with the respective outstanding principal balances of the related Serviced AB Mortgage Loan and Serviced Pari Passu
Companion Loan(s).


 


(j)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making
Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing
agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master
Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that,
other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (including
reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) incurred in connection
with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced Mortgage Loan
was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after
the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the
Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part
of the Trust Fund; provided, however, that if, in the case of any Serviced Whole Loan, the related Serviced Companion
Loan continues to be included in an Other Securitization, then for so long as a separate servicing agreement (pursuant to the
related Intercreditor Agreement) has not been entered into, the Master Servicer shall inform the related Other Servicer of any
need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of determining that such
an Advance is


 






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necessary or being notified that such an Advance is necessary, or in the case of a Servicing Advance that needs
to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances made by any Other
Servicer as contemplated in the second proviso to the preceding sentence, the Master Servicer shall, from collections on the related
Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by the Master Servicer,
reimburse the Other Servicer for such Servicing Advances in the same manner and on the same level of priority as if such Servicing
Advances had been made by the Master Servicer hereunder.


 


(k)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor Agreement and
the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related
Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan)
under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)       The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan
is no longer part of the trust fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is
included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole
Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement
has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such
agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a
downgrade, qualification or withdrawal of the then-current ratings of any Class of Certificates then outstanding.


 


(m)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The Master Servicer
(or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan)
under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement,
the provisions of the related Intercreditor Agreement shall control.


 






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(n)       [RESERVED].


 


(o)       For
the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee have any
obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan.
The obligation of the Master Servicer to provide information and collections and make P&I Advances to the Certificate Administrator
for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt of the corresponding
information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 


(p)       Nothing
contained in this Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money to (to the extent
not secured, in whole or in part, by any Mortgaged Property), accept deposits from or otherwise generally engage in any kind of
business or dealings with any Mortgagor as though the Master Servicer or the Special Servicer was not a party to this Agreement
or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify or supersede the
Servicing Standard.


 


Section
3.02     Collection of Mortgage Loan Payments.  (a) Each of the Master Servicer and the Special
Servicer shall each make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage
Loans (other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service hereunder, and
shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard);
provided that with respect to each Mortgage Loan that has an Anticipated Repayment Date, for so long as the related Mortgagor
is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall
be permitted to take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess
Interest to the extent permitted under the related Mortgage Loan documents; provided, further, that the Master Servicer
or the Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal
in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in
its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion Loan
that it is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect
to any Mortgage Loan or Serviced Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable,
may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Serviced Companion
Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional
expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Serviced Companion
Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing
Standard, only after the Master Servicer or the Special Servicer, as the case may be, has, prior to the occurrence and continuance
of a Consultation Termination Event, given notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence
and continuance of a Control Termination Event, the Directing Certificateholder has consented to such additional waiver (provided
that if the Master Servicer or 


 






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the Special Servicer,
as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5)
days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further,
that after the occurrence and during the continuance of a Control Termination Event, the Master Servicer or the Special
Servicer, as the case may be, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of
the Directing Certificateholder; provided, further, that the Directing Certificateholder shall not have any
consent or consultation rights with respect to any Mortgage Loan that is an Excluded Loan as to such party with respect to
the foregoing waivers. For the avoidance of doubt, the right to waive any Penalty Charge shall be provided to both the Master
Servicer and Special Servicer individually and not cumulatively (in total).


 


(b)       (i)All
amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the
Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of
the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that absent express
provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent otherwise agreed
to by the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf of the Trust
in respect of a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation
Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any applicable Companion
Loan pursuant to the terms of the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage
Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust
fund expenses (including Special Servicing Fees, Liquidation Fees and Workout Fees previously paid by the Trust from general collections);


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Aggregate Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive
of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through
the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause
fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest described in sub-clause (i)
of this clause third that either (A)(x) was not advanced because of the reductions (if any) in the amount of
related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (y)
with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance
would


 






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be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing such
P&I Advance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances
for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts, or (B) accrued at the
related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery
of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default
thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid
principal balance);


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I
Advance not having been made as a result of a determination that such P&I Advance would have been a Nonrecoverable Advance,
and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related Net Mortgage Rate
on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect
from time to time and as to which no P&I Advance was made (in each case, to the extent collections have not been allocated
as recovery of such accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to
Operating Advisor Consulting Fees);


 






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twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


thirteenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s
rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection
with a condemnation) at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable,
exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real property and excluding personal
property and going concern value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an
Opinion of Counsel to the Trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced
Whole Loan in the manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan
and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing
amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement
and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced
Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of
the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to
application as described above.


 


(ii)       Collections
by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each Serviced
Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable, pursuant to the related
Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund
expenses (including Special Servicing Fees, Liquidation Fees and Workout Fees previously paid by the Trust from general collections)
with respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Aggregate Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive
of default interest and Excess


 






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Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through
the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause
fifth below or clause fifth of the prior paragraph on earlier dates, the aggregate portion of the accrued
and unpaid interest described in sub-clause (i) of this clause third that either (A)(x) was not advanced
because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection
with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not advanced due to a
determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination
of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because of the reductions in
the amount of related P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction
Amounts, or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan
equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery
of principal of such Mortgage Loan to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I
Advance not having been made as a result of a determination that such P&I Advance would have been a Nonrecoverable Advance
and (B) any unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related Net Mortgage Rate
on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect
from time to time and as to which no P&I Advance was made (in each case, to the extent collections have not been allocated
as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth of the prior
paragraph on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal (if both
consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then,
allocated to Operating Advisor Consulting Fees); and


 






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tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided
that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes
an REO Loan, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms
of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that
with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole
Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to
the related Serviced Mortgage Loan shall be subject to application as described above.


 


(iii)       Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan, as
applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)       To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all
Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage
Loan or Companion Loan as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the
month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


 


(d)       In
the event that the Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for any Collection
Period, or receives notice from the related Mortgagor that the Master Servicer or the Special Servicer will be receiving Excess
Interest prior to the Determination Date for any Collection Period, the Master Servicer or the Special Servicer, as the case may
be, shall notify the Trustee and Certificate Administrator two (2) Business Days prior to the related Distribution Date. None
of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure
of the related Mortgagor to pay any such Excess Interest or prepayment penalty. The preceding statements shall not, however, be
construed to limit the provisions of Section 3.02(a).


 


(e)       In
connection with the Mortgage Loans or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required to escrow
funds or to post a letter of credit related to obtaining performance objectives, such as targeted debt service coverage levels
or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee has the
discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such letters
of credit) as additional collateral if the relevant conditions to release are not satisfied, then the Master Servicer may continue
to hold such escrows or letters of credit (or the proceeds of such letters of


 






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credit) as additional collateral or use such funds
to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the related
Mortgage Loan documents allow such action), unless holding or application of such funds would otherwise be inconsistent with the
Mortgage Loan documents or the Servicing Standard.


 


(f)       Promptly
following the Closing Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send written notice
(in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy to any other applicable
party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee is the holder of
the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder
of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced PSA. The
Master Servicer shall, within two (2) Business Days of receipt of properly identified funds, deposit into the Collection Account
all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any
related REO Property.


 


Section
3.03     Collection of Taxes, Assessments and Similar Items; Servicing Accounts.  (a) The
Master Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into which all
Escrow Payments received by it shall be deposited and retained, and shall administer such Servicing Accounts in accordance with
the related Mortgage Loan documents and, if applicable, the Companion Loan documents. Any Servicing Account related to a Serviced
Whole Loan shall be held for the benefit of the Certificateholders and the related Serviced Companion Noteholder(s) collectively,
but this shall not be construed to modify the respective interests of any noteholder therein as set forth in the related Intercreditor
Agreement. Amounts on deposit in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage
Loan documents and Companion Loan documents, or in Permitted Investments in accordance with the provisions of Section 3.06.
Servicing Accounts shall be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals
of amounts so deposited from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were
collected and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances;
(iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing
Account, if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or,
if not so required, to the Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan or
Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts
deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear
and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. As part of its
servicing duties, the Master Servicer shall pay or cause to be paid to the related Mortgagors interest on funds in Servicing Accounts,
to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided, however, that
in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment income
or funds in the related Servicing Account. If allowed by the related


 






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Mortgage Loan documents and applicable law, the Master Servicer
may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


(b)       The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other related Serviced Mortgage Loans and each related Serviced Companion Loan, shall maintain accurate records
with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items
that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof. The
Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master Servicer,
in the case of all other related Serviced Mortgage Loans and each related Serviced Companion Loan, shall use reasonable efforts
consistent with the Servicing Standard to obtain, from time to time, all bills for the payment of such items (including renewal
premiums) and shall effect payment thereof from the REO Account or by the Master Servicer as Servicing Advances prior to the applicable
penalty or termination date and, in any event, prior to the institution of foreclosure or similar proceedings with respect to
the related Mortgaged Property for nonpayment of such items, employing for such purpose Escrow Payments (which shall be so applied
by the Master Servicer at the written direction of the Special Servicer in the case of REO Loans) as allowed under the terms of
the related Serviced Mortgage Loan and Companion Loan. Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer
shall service and administer any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows)
in accordance with the terms of such Mortgage Loan and the related Serviced Companion Loan, as applicable, and the Servicing Standard.
To the extent that a Serviced Mortgage Loan and any related Companion Loan, as applicable, does not require a Mortgagor to escrow
for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special
Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as
applicable, that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard
to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time they first become due
and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property
for nonpayment of such items.


 


(c)       In
accordance with the Servicing Standard and for each Serviced Mortgage Loan and each Serviced Whole Loan, as applicable, the Master
Servicer shall advance all such funds as are necessary for the purpose of effecting the payment of (i) real estate taxes, assessments
and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable) and (iii) premiums on Insurance
Policies, in each instance if and to the extent Escrow Payments collected from the related Mortgagor (or related REO Revenues,
if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay such item on a timely basis,
and provided, however, that the particular advance would not, if made, constitute a Nonrecoverable Servicing Advance
and provided, further, however, that with respect to the payment of taxes and assessments, the Master Servicer
shall not be required to make such advance until the later of (i) five (5) Business Days after the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee, as the case may be, has received confirmation that such item has not been
paid and (ii) the date prior to the date after which any penalty or interest would accrue in respect of such taxes or assessments.
The Special Servicer


 






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shall give the Master Servicer and the Trustee no less than five (5) Business Days’ written (facsimile
or electronic) notice before the date on which the Master Servicer is requested to make any Servicing Advance with respect to
a given Specially Serviced Loan or REO Property; provided, however, that only two (2) Business Days’ written
(facsimile or electronic) notice shall be required in respect of Servicing Advances required to be made on an emergency or urgent
basis provided, further, that the Special Servicer shall not be entitled to make such a request (other than for
Servicing Advances required to be made on an urgent or emergency basis) more frequently than once per calendar month (although
such request may relate to more than one Servicing Advance). The Master Servicer may pay the aggregate amount of such Servicing
Advances listed on a monthly request to the Special Servicer, in which case the Special Servicer shall remit such Servicing Advances
to the ultimate payees. The Special Servicer shall have no obligation to make any Servicing Advances; provided that in
an urgent or emergency situation requiring the making of a Servicing Advance, the Special Servicer may make a Servicing Advance
in its sole discretion. Within five (5) Business Days of making such a Servicing Advance, the Special Servicer shall deliver to
the Master Servicer a request for reimbursement for such Servicing Advance, along with all information and documentation in the
Special Servicer’s possession regarding the subject Servicing Advance as the Master Servicer may reasonably request, and
the Master Servicer shall be obligated, out of the Master Servicer’s own funds, to reimburse the Special Servicer for any
unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the terms
hereof, together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement.
Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the written request
therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated in writing
by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and payment
to the Special Servicer of interest thereon, all in accordance with this Section 3.03, the Master Servicer shall for all
purposes of this Agreement be deemed to have made such Servicing Advance at the same time as the Special Servicer actually made
such Servicing Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together
with interest thereon at the Reimbursement Rate, at the same time, in the same manner and to the same extent as the Master Servicer
would otherwise have been entitled if it had actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding
the foregoing provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the Special Servicer
out of its own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines
in its reasonable judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing
of such determination and, if applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer
pursuant to Section 3.05 of this Agreement.


 


Any
request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the
Special Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer and
the Trustee shall be entitled to conclusively rely on such determination; provided that the determination shall not be
binding on the Master Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution
Date, the Special Servicer shall report to


 






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the Master Servicer if the Special Servicer determines any Servicing Advance previously
made by the Master Servicer with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master
Servicer shall be entitled to conclusively rely on such a determination, and such determination shall be binding upon the Master
Servicer, and shall in no way limit the ability of the Master Servicer in the absence of such determination to make its own determination
that any Advance is a Nonrecoverable Advance. If the Special Servicer makes a determination that only a portion of, and not all
of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to
make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance is
a Nonrecoverable Advance. If the Master Servicer, the Special Servicer or the Trustee determines that a proposed Servicing Advance
with respect to a Serviced Whole Loan, if made, or any outstanding Servicing Advance with respect to a Serviced Whole Loan previously
made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or the Trustee, as applicable, shall provide
the applicable Other Servicer written notice of such determination within two (2) Business Days of the date of such determination.
Any such determination by the Special Servicer that a Servicing Advance is or would be a Nonrecoverable Servicing Advance shall
be binding on the Master Servicer and the Trustee. All such Advances shall be reimbursable in the first instance from related
collections from the Mortgagors and further as provided in Section 3.05(a). No costs incurred by the Master Servicer or
the Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect
of the Mortgaged Properties shall, for purposes hereof, including, without limitation, the Certificate Administrator’s calculation
of monthly distributions to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans, any related
Serviced Companion Loan, if applicable, notwithstanding that the terms of such Mortgage Loans, related Serviced Companion Loan,
if applicable, so permit. If the Master Servicer fails to make any required Servicing Advance as and when due (including any applicable
cure periods), to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant
to Section 7.05. Notwithstanding anything herein to the contrary, no Servicing Advance shall be required hereunder if such
Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In addition, the Master Servicer shall consider
Unliquidated Advances in respect of prior Servicing Advances for purposes of nonrecoverability determinations. The Special Servicer
shall have no obligation to make any Servicing Advances under this Agreement.


 


Notwithstanding
anything to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but
shall not be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make
a payment from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount
thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal
and then from all other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding
that the Master Servicer (or the Special Servicer, as the case may be) has determined that a Servicing Advance with respect to
such expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the
Special Servicer has notified the Master Servicer to not make such expenditure), where making such expenditure would prevent (i)
the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the
priority of the


 






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lien of the related Mortgage, or the loss of any security for the related Mortgage Loan or Serviced Companion
Loan; provided that in each instance, the Master Servicer or the Special Servicer, as the case may be, determines in accordance
with the Servicing Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making such expenditure
is in the best interest of the Certificateholders (and, if applicable, the Companion Holders), all as a collective whole (taking
into account the subordinate or pari passu nature of any Companion Loans). The Master Servicer or the Trustee may elect
to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c). The
parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated
to make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall
be entitled to reimbursement for nonrecoverable servicing advances with respect to such Non-Serviced Whole Loan (with, in each
case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth in the
applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


(d)       In
connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts
then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount
of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that the Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard
to enforce the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement
available from the holder of the related Companion Loan.


 


(e)       To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Serviced Mortgage
Loan, the Master Servicer shall request from the Mortgagor written confirmation thereof within a reasonable time after the later
of the Closing Date and the date as of which plan is required to be established or completed. To the extent any repairs, capital
improvements, actions or remediations are required to have been taken or completed pursuant to the terms of the Serviced Mortgage
Loan, the Master Servicer shall request from the Mortgagor written confirmation of such actions and remediations within a reasonable
time after the later of the Closing Date and the date as of which action or remediations are required to be or to have been taken
or completed. To the extent a Mortgagor shall fail to promptly respond to any inquiry described in this Section 3.03(e),
the Master


 






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Servicer shall report any such failure to the Special Servicer within a reasonable time after the date as of which
actions or remediations are required to be or to have been taken or completed.


 


Section
3.04     The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC
Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution
Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account. (a) The
Master Servicer shall establish and maintain, or cause to be established and maintained, the Collection Account in which the
Master Servicer shall deposit or cause to be deposited on a daily basis and in no event later than the second
(2nd) Business Day following receipt of available and properly identified funds (in the case of payments by
Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically provided herein,
the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date (other than in
respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the Cut-off Date,
which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee and other than
any amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral), or
payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period
subsequent thereto:


 


(i)       all
payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 


(ii)       all
payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment Premiums,
Yield Maintenance Charges and Default Interest;


 


(iii)       late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the
Trust (including Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)       all
Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale Proceeds)
received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are
received in connection with the purchase by the Master Servicer, the Special Servicer, the Holder of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that
are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that are
received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related
mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated
Advances in respect of the related Mortgage Loans;


 


(v)       any
amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


 






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(vi)       any
amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)       any
amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in connection
with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding
the foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer
would be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be
entitled to instead immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts
shall be applied in accordance with the terms hereof and shall be reported as if deposited in the Collection Account and then
withdrawn.


 


The
foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary
statements or demands, assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks
returned for insufficient funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional
servicing compensation need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit
in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from
Mortgagors on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced
Loans, the Special Servicer shall remit within two (2) Business Days of properly identified and available amounts to the Master
Servicer for deposit into the Collection Account, in accordance with this Section 3.04(a). Any such amounts received by
the Special Servicer with respect to an REO Property shall be deposited by the Special Servicer into its REO Account and remitted
to the Master Servicer for deposit into the Collection Account, pursuant to Section 3.14(c). With respect to any such amounts
paid by check to the order of the Special Servicer, the Special Servicer shall endorse without recourse or warranty such check
to the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier. Funds
in the Collection Account may only be invested in Permitted Investments in accordance with the provisions of Section 3.06.
As of the Closing Date, the Collection Account for the Master Servicer shall be located at the offices of Wells Fargo Bank, National
Association. The Master Servicer shall give written notice to the Trustee, the Special Servicer, the Certificate Administrator
and the Depositor of the new location of the Collection Account prior to any change thereof.


 


(b)       The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account,
the Interest Reserve Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account in


 






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trust
for the benefit of the Certificateholders (other than the Holders of the Excess Interest Certificates), (ii) the Upper-Tier REMIC
Distribution Account in trust for the benefit of the Certificateholders (other than the Holders of the Excess Interest Certificates)
and (iii) the Excess Interest Distribution Account in trust for the benefit of the Holders of the Excess Interest Certificates
and the RR Interest. The Master Servicer shall deliver to the Certificate Administrator each month on or before the P&I Advance
Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Aggregate Available Funds attributable
to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and (d)
of the definition of Aggregate Available Funds) for the related Distribution Date and (y) in the Excess Interest Distribution
Account all Excess Interest for the related Distribution Date then on deposit in the Collection Account maintained by the Master
Servicer after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii). For the avoidance of doubt, so long
as Wells Fargo Bank, National Association is the Certificate Administrator, all funds held in the Distribution Account, the Interest
Reserve Account and the Excess Interest Distribution Account shall remain uninvested.


 


The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(j) of this Agreement.


 


With
respect to each Serviced Companion Loan, the Companion Paying Agent shall establish and maintain the Companion Distribution Account,
which may be a subaccount of the Collection Account, for distributions to each Serviced Companion Noteholder. Funds in the Companion
Distribution Account shall be held for the benefit of the related Serviced Companion Noteholders. The Companion Paying Agent shall
separately track for each Serviced Companion Loan all amounts deposited in the Companion Distribution Account with respect to
such Serviced Companion Loan.


 


On
each Serviced Whole Loan Remittance Date, (1) first, the Master Servicer shall withdraw from the Collection Account (or applicable
portion thereof) an aggregate amount equal to all payments and/or collections actually received on, and payable in respect of,
the Serviced Companion Loans prior to such date and deposit such amount in the Companion Distribution Account; provided,
however, that in no event shall the Master Servicer be required to transfer to the Companion Distribution Account any portion
thereof that is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of this
Agreement and/or the related Intercreditor Agreement; and (2) then, the Companion Paying Agent shall make the payments and remittance
described in Section 4.01(k). With respect to any Serviced Whole Loan, in the event the Master Servicer has received written
notice that an Other Servicer or Other Trustee has made an advance of a monthly debt service payment on a related Serviced Pari
Passu Companion Loan and the Master Servicer subsequently receives Late Collections in respect of such advanced payment, the Master
Servicer shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business Days following receipt of such
Late Collections in properly identified funds, the amount allocable to such Serviced Pari Passu Companion Loan in accordance with
the terms of this Agreement and the related Intercreditor Agreement.


 






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The
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the
Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account and the Interest Reserve Account, may be subaccounts
of a single Eligible Account, which shall be maintained as a segregated account separate from other accounts.


 


In
addition to the amounts required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04,
the Master Servicer shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account:


 


(i)       any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)       any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)       any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


(iv)       any
Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)       any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of
this Agreement.


 


If,
as of the close of business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in
the foregoing clauses (i) through (v) or any Excess Interest are required to be delivered hereunder, the Master
Servicer shall not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or
the Excess Interest Distribution Account, as applicable, the amounts required to be deposited therein pursuant to the provisions
of this Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)), the
Master Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the
date such payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but
not including) the date such late payment is received by the Certificate Administrator.


 


The
Certificate Administrator shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution
Account, as applicable, any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement
to be deposited therein.


 






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Promptly
on each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account
and deposit in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated
in payment of the Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds
on deposit in the Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, the Interest Reserve Account,
the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account or the Lower-Tier REMIC Distribution Account
shall not be invested for so long as Wells Fargo Bank, National Association is the Certificate Administrator; provided,
however, that such funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator
(but only if the Certificate Administrator is not Wells Fargo Bank, National Association) in Permitted Investments selected by
the party hereunder that maintains such account which shall mature, unless payable on demand, not later than such time on the
Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such
Permitted Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments
to be administered by the Certificate Administrator, shall be made in the name of “Wells Fargo Bank, National Association,
as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee for the Holders of BANK 2020-BNK27,
Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27 as their interests may appear”, or in the name of any successor
trustee, as Trustee for the Holders of BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27 as their
interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall be liable
for any loss incurred on such Permitted Investments.


 


An
amount equal to all income and gain realized from any such investment shall be paid to the Certificate Administrator as additional
compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect
of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss
(to the extent not offset by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds
immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may
be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer
such amount from the Distribution Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As
of the Closing Date, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution
Account and the Lower-Tier REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate
Administrator shall give notice to the Trustee, the Master Servicer, and the Depositor of the proposed location of the Interest
Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution
Account, and, if established, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account prior
to any change thereof.


 






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For
the avoidance of doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve
Account, the Retained Certificate Gain-on-Sale Reserve Account, any Servicing Account, the REO Account and the Interest Reserve
Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC;
the Excess Interest Distribution Account (and any portion of the Collection Account holding Excess Interest) (including interest,
if any, earned on the investment of funds in such account) will be owned by the Grantor Trust for the benefit of the Holders of
the Excess Interest Certificates and the RR Interest; the Companion Distribution Account (including interest, if any, earned on
the investment of funds in such account) will be owned by the Companion Holders; and the Upper-Tier REMIC Distribution Account
(including interest, if any, earned on the investment of funds such account) will be owned by the Upper-Tier REMIC, each for federal
income tax purposes.


 


(c)       Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification from the Master Servicer or the Special Servicer pursuant to Section 3.02(d), the Certificate Administrator,
on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on
behalf of the Trustee in trust for the benefit of the Holders of the Excess Interest Certificates and the RR Interest. The Excess
Interest Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account).
Prior to the applicable Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the
Excess Interest Distribution Account an amount equal to the Excess Interest received by the Master Servicer prior to the Determination
Date for the applicable Collection Period.


 


(d)       Following
the distribution of the applicable portions of Excess Interest to Holders of the Excess Interest Certificates and the RR Interest,
as applicable, on the first Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to
their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


(e)       The
Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain (i) the Gain-on-Sale Reserve Account for the benefit of the Certificateholders (other than the Holders
of the RR Interest) and (ii) the Retained Certificate Gain-on-Sale Reserve Account for the benefit of the Holders of the RR Interest.
Each of the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account shall be maintained as an Eligible
Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for mortgage pass-through certificates
of other series administered by the Certificate Administrator.


 


Upon
the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will
calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan and any gain that is allocable to
any related Serviced Companion Loan in connection with such sale and remit such funds to the Master Servicer on the later of (x)
the related Determination Date or (y) the date that is two (2) Business Days after such


 






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amounts are received and properly identified
and determined to be available, along with a notation of the amount of Gain-on-Sale Proceeds in the CREFC® REO
Liquidation Report. On the related Remittance Date, the Master Servicer shall remit such funds that are allocable to the Mortgage
Loan to the Certificate Administrator, who shall deposit (i) the Non-Retained Percentage of such funds into the Gain-on-Sale Reserve
Account and (ii) the Required Credit Risk Retention Percentage of such funds into the Retained Certificate Gain-on-Sale Reserve
Account. Any gain on such disposition that is allocable to any related Companion Loan in accordance with the terms of the related
Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit into the Companion Distribution Account.


 


(f)       Any
Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator as follows: (i) the Non-Retained Percentage of such funds for deposit into
the Gain-on-Sale Reserve Account and (ii) the Required Credit Risk Retention Percentage of such funds for deposit into the Retained
Certificate Gain-on-Sale Reserve Account.


 


(g)       [RESERVED].


 


(h)       [RESERVED].


 


(i)       If
any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The Special Servicer shall, within two (2) Business Days of receipt of properly identified and available
Loss of Value Payments, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator
shall account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section
1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate
Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders
as paid to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the
Collection Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of
the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve
Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


Section
3.05     Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion
Distribution Account.  (a) The Master Servicer may, from time to time, make withdrawals from the Collection Account (or
the applicable subaccount of the Collection Account exclusive of the Companion Distribution Account) for any of the following
purposes (the following not being an order of priority and without duplication of the same payment or reimbursement):


 






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(i)       (A)
no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be remitted
by the Master Servicer pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I
Advances pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the
Companion Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited with respect
to the Companion Loans;


 


(ii)       (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells
Fargo Bank, National Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid
Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan, Specially Serviced Loan, and REO Loan, as applicable,
the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage
Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on
or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds
or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid Special
Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as
applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to Section
3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds
and collections in respect of the related Specially Serviced Loan (provided that, in the case of such payment relating
to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect
to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan(s), in accordance with their respective outstanding principal balances, or (ii) with respect
to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced
AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis) and then
out of general collections on the Mortgage Loans and REO Properties serviced by the Master Servicer, (C) to pay the Operating
Advisor (or the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect
of each Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, the Operating
Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C)
with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable,
being limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely
with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether
in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, and (D) to


 






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pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to Section
12.02(b)) Asset Representations Reviewer Asset Review Fee, if any, payable in connection with any Asset Review performed as
a result of an Affirmative Asset Review Vote;


 


(iii)       to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans) prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that if such P&I Advance
with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally,
but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the portion of general collections
and recoveries on or in respect of the Mortgage Loans and REO Properties serviced by the Master Servicer on deposit in the Collection
Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below;
and provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable
pursuant to clause (v) below;


 


(iv)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the
Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to
this clause (iv) with respect to any Serviced Mortgage Loan or any related Companion Loan or any REO Property being limited
to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Revenues (provided
that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements shall be made, subject to the terms
of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective
outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate
Companion Loan(s) and then, from the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a
pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with
respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans
and the AB Subordinate Companion Loans), prior


 






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to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit
in the Collection Account related to any Mortgage Loan); provided, however, that if such Servicing Advance becomes
a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without duplication,
thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries on or
in respect of the Mortgage Loans and REO Properties serviced by the Master Servicer on deposit in the Collection Account from
time to time that represent collections or recoveries of principal to the extent provided in clause (v) below; provided,
further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause
(v) below;


 


(v)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect
thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties serviced by
the Master Servicer, then, to the extent the principal portion of general collections is insufficient and with respect
to such excess only, subject to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c),
out of general collections on the Mortgage Loans and REO Properties serviced by the Master Servicer, (2) for Workout-Delayed Reimbursement
Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties serviced by the Master
Servicer net of such amounts being reimbursed pursuant to (1) above; (provided that, in the case of such reimbursement
of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms
of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective
outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate
Companion Loan(s) and then, from the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a
pro rata and pari passu basis and provided, further, that, in the case of such reimbursement with
respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described
above in this clause (v)(1) and (v)(2), prior to reimbursement from other funds unrelated to such Serviced Whole
Loan on deposit in the Collection Account; provided, further, that with respect to a Serviced Mortgage Loan, reimbursement
of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall be made only from amounts collected
with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion
Loan), in accordance with the terms of the related Intercreditor Agreement (provided that, with respect to any Serviced
Companion Loan, the foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not
limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion Loans and AB
Subordinate Companion Loan), prior to reimbursement from other funds unrelated to


 






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such Serviced Whole Loan on deposit in the Collection
Account related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion Loan, if
applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii) above
following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection
Account of all amounts received in connection therewith;


 


(vi)       at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a
related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including
any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause
(v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable
thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances (including any
such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v)
above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest
accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d) or (c) any Nonrecoverable Advances pursuant
to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case
may be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor Agreement,
interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related
Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit
or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the
related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and AB Subordinate
Companion Loans);


 


(vii)       to
reimburse itself, the Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred by
such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of a Mortgage Loan Seller
or any other obligation of such Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase Agreement, including,
without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation or any other obligation
of such Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii) with respect
to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution Shortfall
Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of the definition
of Purchase Price;


 


(viii)       in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of
Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and
then out of general collections on the Mortgage Loans and REO Properties serviced by the Master Servicer, for any unreimbursed
expense reasonably incurred by such Person in connection with the enforcement of a Mortgage Loan Seller’s obligations under


 






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Section 4 of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant
to clause (vii) above or otherwise; provided that, in the case of such reimbursement out of Liquidation Proceeds,
and Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and
pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with
their respective outstanding principal balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related
AB Subordinate Companion Loan and then, from the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion
Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan,
the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu
Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections with
respect to the Mortgage Loans;


 


(ix)       to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties serviced by the Master Servicer; provided
that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms
of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective
outstanding principal balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate
Companion Loan(s) and then, from the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a
pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with
respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans
and the AB Subordinate Companion Loans), in each case, prior to being payable out of general collections with respect to the Mortgage
Loan;


 


(x)       to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution Account
as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I
Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges collected while the related
Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the


 






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related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related
Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or pay or reimburse
costs and expenses incurred by the Trust (including Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with
Section 3.11(d); and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section
3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the extent collected from the related Mortgagor
and to the extent that all amounts then due and payable with respect to the related Specially Serviced Loan have been paid and
such Penalty Charges are not needed to pay interest on Advances or pay or reimburse costs and expenses incurred by the Trust (including
Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)       to
recoup any amounts deposited in the Collection Account in error;


 


(xii)       to
pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided
that, in the case of such reimbursement (other than a reimbursement of any amounts payable to CREFC®) relating
to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with
respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage
Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances or (ii) with respect
to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan and then, from the related Serviced
AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided
that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related
Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related
Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior
to being payable out of general collections with respect to the Mortgage Loans;


 


(xiii)       to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), 3.18(b),
3.18(d), 3.18(i), 10.01(f) and Section 13.02(a) to the extent payable out of the Trust Fund, (b) the
cost of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c) in connection with an amendment
to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests
of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a); provided
that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms
of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their
respective outstanding principal balances or (ii) with respect to a Serviced AB


 






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Whole Loan, first, from the related AB
Subordinate Companion Loan(s) and then, from the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion
Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate Companion Loan,
the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu
Companion Loans and the AB Subordinate Companion Loan(s)), in each case, prior to being payable out of general collections with
respect to the Mortgage Loans;


 


(xiv)      to
pay out of general collections on the Mortgage Loans and the REO Properties serviced by the Master Servicer any and all federal,
state and local taxes imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and
expenses, to the extent that none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is
liable therefor pursuant to Section 10.01(g);


 


(xv)       to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties serviced by the Master
Servicer for expenses incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)      to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated
by Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments
due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)     to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xviii)    to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(i);


 


(xix)       to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


 


(xx)        [Reserved];


 


(xxi)       to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 






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(xxii)       to
pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to the applicable Non-Serviced Trust, the applicable Non-Serviced
Master Servicer, the applicable Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced
Paying Agent or any other applicable party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant
to the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.


 


The
Master Servicer shall keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate,
for the purpose of justifying any withdrawal from the Collection Account.


 


The
Master Servicer shall pay to the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset
Representations Reviewer from the Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate
of a Servicing Officer of the Special Servicer, or an officer of the Operating Advisor or the Asset Representations Reviewer or
a Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled. The Master
Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein. The
Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan
and property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection Account. Notwithstanding
the above, no written certificate is required for a payment of Special Servicing Fees and/or Workout Fees arising from collections
other than the initial collection on a Corrected Loan.


 


Notwithstanding
anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections
that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the
related Companion Loan, as applicable.


 


(b)       The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 


(i)       to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account,
and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);


 






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(ii)       to
pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may
be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)       to
pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as contemplated
by Section 8.05(a) with respect to the Mortgage Loans;


 


(iv)       to
pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as
provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate
Administrator as contemplated by Section 5.08(c) or Section 8.02 to the extent payable out of the Trust Fund, (D)
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f)
or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection
with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance
of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);


 


(v)       to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)       to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


 


(vii)       to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein;


 


(viii)       to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(ix)       termination
of this Agreement pursuant to Section 9.01.


 


(c)       The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)       The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 






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(i)       to
make distributions to the Holders of the Regular Certificates and the Exchangeable Certificates (and to the Holders of the Class
R Certificates in respect of the Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01,
as applicable; and


 


(ii)       to
clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)       [RESERVED].


 


(f)       Notwithstanding
anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the
Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(iii),
then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable under Section
3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii)
and in the event that amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient
to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based on the amount
of such fees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse the full amount of Advances
and interest thereon listed in Sections 3.05(a)(ii), (a)(iii), (a)(iv), (a)(v), and (a)(vi)
then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second
to the Special Servicer, third to the Master Servicer and then to the Operating Advisor.


 


(g)       If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related
Serviced REO Property, then the Special Servicer shall (provided that, with respect to clause (v) below, the Certificate
Administrator shall have provided the Master Servicer and the Special Servicer with five (5) Business Days’ prior notice
of such final Distribution Date) transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value
Reserve Fund to the Master Servicer for deposit into the Collection Account for the following purposes:


 


(i)       to
reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement,
for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together
with any interest on such Advances);


 


(ii)       to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of
such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)       to
offset any portion of Realized Losses or Retained Certificate Realized Losses, as applicable, that are attributable to such Mortgage
Loan or related REO Property, as the case may be (as calculated without regard to the application of such Loss


 






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of Value Payments),
incurred with respect to such Mortgage Loan or any related successor REO Loan;


 


(iv)       following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related
transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect
of any other Mortgage Loan or Serviced REO Loan; and


 


(v)       On
the final Distribution Date after all distributions have been made as set forth in clauses (i)-(iv) above, to each Mortgage
Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such Mortgage
Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses or Retained Certificate
Realized Losses, as applicable, that are attributable to such Mortgage Loan or related REO Property, as the case may be, additional
trust fund expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)       Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (i)-(iii) of the prior paragraph shall
be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with
respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection
Account pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in
respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection
Account to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


(i)       The
Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(k).


 


Section
3.06     Investment of Funds in the Collection Account, the REO Accounts and Loss of Value Reserve
Fund.  (a) The Master Servicer may direct any depository institution maintaining the Collection Account, the Companion
Distribution Account (with respect to the Master Servicer), or any Servicing Account (for purposes of this Section 3.06,
an “Investment Account”), the Special Servicer may direct any depository institution maintaining its REO Account
or Loss of Value Reserve Fund (also for purposes of this Section 3.06, an “Investment Account”) to invest
or if it is such depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately
preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement, if
a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no later than the date
on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining
such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds
held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as the case may be, on
behalf of the Trustee (in its capacity as


 






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such) for the benefit of the Certificateholders. The Master Servicer (in the case of
the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer),
the Special Servicer (in the case of the REO Account, the Loss of Value Reserve Fund or any Servicing Account maintained by or
for the Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment
of amounts in the Collection Account, such Companion Distribution Account, such Servicing Accounts, such Loss of Value Reserve
Fund or such REO Account, as applicable, that is either (i) a “certificated security,” as such term is defined in
the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured
party may perfect its security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted
Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the
Master Servicer or the Special Servicer, as the case may be, shall take or cause to be taken such action as the Trustee deems
reasonably necessary to cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an
Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the
Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the
Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the
Special Servicer) shall:


 


(i)       consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount
required to be withdrawn on such date; and


 


(ii)       demand
payment of all amounts due thereunder promptly upon determination by the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in
respect of funds thereafter on deposit in the Investment Account.


 


(b)       Interest
and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing
Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account
for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current
Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction,
in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized
on funds deposited in the REO Account, the Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special
Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including
any Distribution Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit
of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any
loss shall be incurred in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as the case
may be, would have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or the Special
Servicer, as the case may be, and on deposit in any of the


 






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Collection Account, the Companion Distribution Account, the Servicing
Account, Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion
Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of
the REO Account, the Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit
therein, no later than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with
respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date
related to the current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall be required
to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency
of the federal or state chartered depository institution or trust company that holds such Investment Account, so long as such
depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time
such investment was made (and, with respect to the Master Servicer, such federal or state chartered depository institution or
trust company is not an Affiliate of the Master Servicer unless such depository institution or trust company satisfied the qualification
set forth in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days prior to
such insolvency).


 


(c)       Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
request of Holders of Certificates entitled to more than 50% of the Voting Rights allocated to any Class shall, take such action
as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 


Section
3.07     Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage.  (a)
The Master Servicer (with respect to the applicable Serviced Mortgage Loans and any related Serviced Companion Loan) shall use
its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced
Mortgage Loan), and the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall
maintain, to the extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under
the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance
Default (and except as provided in the next sentence with respect to the Master Servicer or the Special Servicer, as the case
may be). If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with respect
to any required Servicing Advance, the Master Servicer (with respect to the Serviced Mortgage Loans and any related Serviced Companion
Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain all
insurance coverage as is required under the related Mortgage, but only in the event the Trustee has an insurable interest therein
and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained
at commercially reasonable rates. Any determination that such insurance coverage is not available or not available at commercially
reasonable rates shall be made with the consent of the Directing Certificateholder (prior to the occurrence and continuance of
any Control Termination Event and other than with respect to any Excluded Loan as to the Directing Certificateholder) (or, with
respect to any Serviced AB Whole


 






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Loan, if the Directing Certificateholder’s consent is required and prior to the occurrence
and continuance of a related AB Control Appraisal Period, with the consent of the holder of the related AB Subordinate Companion
Loan) and, after consultation by the Special Servicer with the Risk Retention Consultation Party pursuant to Section 6.08(a)
(in the case of the Directing Certificateholder and Risk Retention Consultation Party, other than with respect to any Excluded
Loan as to such party). Such determination shall be made by the Master Servicer (with respect to the Serviced Mortgage Loans and
any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged
Property) except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined
by the Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced
Loan); provided, however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance
coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect to REO Property, the Special Servicer,
as applicable, shall impose or maintain, as applicable, such insurance requirements as are consistent with the Servicing Standard
taking into account the insurance in place at the closing of the Mortgage Loan, provided that, with respect to the immediately
preceding proviso, the Master Servicer shall be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor
to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s
failure is an Acceptable Insurance Default (as determined by the Master Servicer (with respect to a Non-Specially Serviced Loan)
or the Special Servicer (with respect to a Specially Serviced Loan) with the consent of the Directing Certificateholder (unless
a Control Termination Event has occurred and is continuing) or, with respect to any Serviced AB Whole Loan, the Subordinate Companion
Holder (prior to the occurrence and continuance of an AB Control Appraisal Period) and after consultation by the Special Servicer
with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in each case, other than with respect to any Excluded
Loan as to such party)) and only in the event the Trustee has an insurable interest therein and such insurance is available to
the Master Servicer or the Special Servicer, as the case may be, and, if available, can be obtained at commercially reasonable
rates. The Master Servicer and the Special Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s
expense) in determining whether any insurance is available at commercially reasonable rates. Subject to Section 3.15(a)
and the costs of such insurance being reimbursed or paid to the Special Servicer as provided in the third-to-last sentence of
this paragraph, the Special Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property) no
less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents unless the Special
Servicer determines with the consent of the Directing Certificateholder (prior to the occurrence and continuance of a Control
Termination Event) and after consultation by the Special Servicer with the Risk Retention Consultation Party pursuant to Section
6.08(a) (in each case other than with respect to a Mortgage Loan that is an Excluded Loan as to such party) that such insurance
is not available at commercially reasonable rates or that the Trustee does not have an insurable interest, in which case the Master
Servicer shall be entitled to conclusively rely on the Special Servicer’s determination. All Insurance Policies maintained
by the Master Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause, with loss payable
to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than
any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or to the Special Servicer
on behalf of the Trustee


 






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(in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee
(in the case of insurance maintained in respect of REO Properties), (iii) include coverage in an amount not less than the lesser
of (x) the full replacement cost of the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the
outstanding principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan,
as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement
cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage
Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the case of
nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the first
proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law
to issue such Insurance Policies. Any amounts collected by the Master Servicer or the Special Servicer under any such Insurance
Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts
to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related
Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).
Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any
related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor
defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance
would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid
out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion
Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by
the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust
payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance
and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account). The
foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, the Master Servicer shall not be required to maintain, and will not
be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance
was required at the time of origination of the related Serviced Mortgage Loan and is currently available at commercially reasonable
rates.


 


Notwithstanding
the foregoing, with respect to the Serviced Mortgage Loans and any related Serviced Companion Loan that either (x) require the
Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y)
contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as the holder
of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order to protect
its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance with the


 






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Servicing
Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions; provided that
the Master Servicer shall be entitled to conclusively rely upon certificates of insurance in determining whether such policies
contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional
Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) if the related Mortgage
Loan is a Specially Serviced Loan, notify the Special Servicer if it has knowledge that any insurance policy contains Additional
Exclusions or if it has knowledge (such knowledge to be based upon the Master Servicer’s compliance with the immediately
preceding clauses (A) and (B) above) that any Mortgagor under a Specially Serviced Loan fails to purchase the insurance
requested to be purchased by the Master Servicer pursuant to clause (B) above. In addition, upon the written request of
the Risk Retention Consultation Party with respect to any individual triggering event, the Special Servicer shall consult on a
non-binding basis pursuant to Section 6.08(a) with the Risk Retention Consultation Party (provided, that the related
Mortgage Loan is not an Excluded Loan as to such party and, prior to the occurrence and continuance of a Consultation Termination
Event, the related Mortgage Loan must also be a Specially Serviced Loan) within the same time period as it would obtain consent
of, or consult with, the Directing Certificateholder in connection with any such determination by the Special Servicer of an Acceptable
Insurance Default. If the Special Servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable
Insurance Default, the Special Servicer (with regard to such determination made by the Special Servicer) shall notify the Master
Servicer, and the Master Servicer shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained.
The Master Servicer and the Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance consultants
in making such determinations. The Master Servicer shall be entitled to rely on insurance consultants (at the expense of the Master
Servicer) in determining whether Additional Exclusions exist. Furthermore, the Master Servicer or the Special Servicer, as applicable,
shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website for those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the
Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage
Loans then included in the Trust. During the period that the Master Servicer or the Special Servicer is evaluating the availability
of such insurance or waiting for a response from the Directing Certificateholder or any Companion Holder or, with respect to any
Serviced AB Whole Loan, the related Subordinate Companion Holder, and/or with respect (solely with respect to Specially Serviced
Loans) upon the request of the Risk Retention Consultation Party, consulting (on a non-binding basis) with the Risk Retention
Consultation Party pursuant to Section 6.08(a), neither the Master Servicer nor the Special Servicer will be liable for
any loss related to its failure to require the Mortgagor to maintain (or its failure to maintain) such insurance and will not
be in default of its obligations as a result of such failure and the Master Servicer will not itself maintain such insurance or
cause such insurance to be maintained.


 


(b)       (i)
If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan, but excluding any
Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as the case may
be, required to be serviced and administered hereunder,


 






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then, to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties.
Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there
shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying
with the requirements of Section 3.07(a), and there shall have been one or more losses which would have been covered by
such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses that
would have been covered under the individual policy but are not covered under the blanket Insurance Policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including
any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard. In connection with its activities as administrator and Master Servicer of the Mortgage Loans or any
Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders,
claims under any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy. The Special Servicer,
to the extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with respect
to a Non-Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which
shall be a Servicing Advance.


 


(ii)       If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation
to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e.,
other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered
thereby) shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain
a deductible clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into
the Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to
the related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation,
the deductible limitation which is consistent with the Servicing Standard.


 






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(c)       Each
of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors
or omissions. Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage
of the Master Servicer or the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special
Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section
3.07(c). The Special Servicer and the Master Servicer will promptly report in writing to the Trustee any material changes
that may occur in their respective fidelity bonds, if any, and/or their respective errors and omissions insurance policies, as
the case may be, and will furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds,
if any, and insurance policies are in full force and effect.


 


(d)       At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance is available at commercially
reasonable rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee,
as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Serviced
Mortgage Loan or related Serviced Companion Loan permits the mortgagee to require such coverage and the maintenance of such coverage
is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal
balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable), and (ii) the maximum amount of
insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage
with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. If the cost of any insurance
described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing Advance for such costs.


 


(e)       During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer (with the consent of the Directing Certificateholder (prior to the occurrence
and continuance of a Control Termination Event) and in consultation with the Risk Retention Consultation Party pursuant to Section
6.08(a) (in either such case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party and any
Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period)) in accordance with the Servicing
Standard), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration
in an amount representing coverage not less than the maximum amount of insurance which is available under the National Flood Insurance
Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an


 






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amount
consistent with the Servicing Standard. The cost of any such flood insurance with respect to an REO Property shall be an expense
of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is
insufficient therefor, paid by the Master Servicer as a Servicing Advance.


 


(f)       Notwithstanding
the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability of the Master Servicer
(or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least
“A3” by Moody’s or “A” by Fitch, the Master Servicer (or its public parent) or the Special Servicer
(or its public parent), as applicable, shall be allowed to provide self-insurance with respect to any of its obligations under
this Section 3.07.


 


(g)       Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section
3.08     Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a) As to each
Serviced Mortgage Loan and any related Serviced Companion Loan that contains a provision in the nature of a
“due-on-sale” clause, which by its terms:


 


(i)       provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals
of the Mortgagor; or


 


(ii)       provides
that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection with
any such sale or other transfer;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer
(with respect to any Non-Specially Serviced Loan as to which such matter does not involve a Major Decision) or the Special Servicer
(with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter involves a Major Decision),
on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan
or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer, consistent
with the Servicing Standard or (b) waive any right to exercise such rights, provided that if such matter is a Major Decision,
(i) the Special Servicer (A) prior to the occurrence and continuance of a Control Termination Event and other than with respect
to an Excluded Loan with respect to the Directing Certificateholder and other than with respect to any transfers or assumptions
provided for in clause (xiv) or (xvi) of the definition of Master Servicer Decision, has obtained the consent (or
deemed consent) of the Directing Certificateholder to the extent required by, and pursuant to the process described under, Section
6.08(a), (B) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and
continuance of a Consultation Termination Event and other than with respect to an Excluded Loan as to the Directing Certificateholder
or the holder of the majority of the


 






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Controlling Class, the Special Servicer shall have consulted with the Directing Certificateholder
if and to the extent required pursuant to Section 6.08(a), (C) if such Mortgage Loan is not an Excluded Loan with respect
to the Risk Retention Consultation Party and (x) such Mortgage Loan is a Specially Serviced Loan or (y) a Consultation Termination
Event shall have occurred and be continuing, the Special Servicer shall have consulted with the Risk Retention Consultation Party
if and to the extent required pursuant to Section 6.08(a) and (D) with respect to a Serviced AB Whole Loan prior to the
occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related Subordinate Companion Holder shall
have been obtained, to the extent required by the terms of the related Intercreditor Agreement, and pursuant to the process described
in this Agreement (provided that in the case of clause (A), clause (B) and clause (C) such consent
shall be deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the request for consent
or consultation, as the case may be, is not provided within ten (10) Business Days after receipt of the Special Servicer’s
written recommendation and analysis and all information reasonably requested by the Directing Certificateholder or the Risk Retention
Consultation Party, as applicable, and reasonably available to the Special Servicer in order to grant or withhold such consent
or conduct such consultation), and (ii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or
equal to $35,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated Principal Balance
of the Mortgage Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized or
cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the
ten (10) largest Mortgage Loans outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer, as the
case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), provided, however, that with respect to sub-clauses (y) and (z)
of this sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such
Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class (regardless of whether
a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on
a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions
recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for
consulting with the Operating Advisor.


 


With
respect to any “due-on-sale” matter described above that is a Major Decision related to any Mortgage Loan that is
not an Excluded Loan with respect to the Risk Retention Consultation Party or the holder of the majority of the RR Interest upon
request of the Risk Retention Consultation Party, the Special Servicer shall consult on a non-binding basis with the Risk Retention
Consultation Party (provided, that prior to the occurrence and continuance of a Consultation Termination Event, such Mortgage
Loan must also be a Specially Serviced Loan) (other than with respect to any transfer or assumptions provided for in clause
(xiv) or (xvi) of the definition of “Master Servicer Decision” or any waiver of a “due-on-encumbrance”
clause which


 






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waiver constitutes a Master Servicer Decision pursuant to clause (xiv), (xv) or (xvi) of the
definition thereof), within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder
with respect to such Major Decision.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or Special Servicer,
as the case may be, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review
Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information
provider) in accordance with Section 3.25 of this Agreement.


 


If
any Serviced Mortgage Loan or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion Loan
may be assumed or transferred without the consent of the mortgagee, provided that certain conditions contained in the related
Mortgage Loan documents are satisfied where no mortgagee discretion is necessary in order to determine if such conditions are
satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the
Master Servicer (with respect to all Non-Specially Serviced Loans) and the Special Servicer (with respect to all Specially Serviced
Loans), on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether
such conditions have been satisfied.


 


(b)       As
to each Serviced Mortgage Loan and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-encumbrance”
clause that by its terms:


 


(i)       provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)       requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then,
for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer
(with respect to any Non-Specially Serviced Loan as to which such matter does not involve a Major Decision) or the Special Servicer
(with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter involves a Major Decision),
on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan
or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any additional
lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided
that, if such matter is a Major Decision, (i) (A) if such Mortgage Loan is not an Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class, no Control Termination Event shall have occurred and
be continuing and the matter involves a Major Decision, the prior written consent (or deemed consent) of the Directing Certificateholder
shall have been obtained by the Special


 






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Servicer to the extent required by, and pursuant to the process described under, Section
6.08(a), (B) if such Mortgage Loan is not an Excluded Loan with respect to the Directing Certificateholder, a Control Termination
Event shall have occurred and be continuing, and no Consultation Termination Event shall have occurred and be continuing, the
Special Servicer shall have consulted with the Directing Certificateholder if and to the extent required pursuant to Section
6.08(a), (C) if such Mortgage Loan is not an Excluded Loan with respect to the Risk Retention Consultation Party and (x) such
Mortgage Loan is a Specially Serviced Loan or (y) a Consultation Termination Event shall have occurred and be continuing, the
Special Servicer shall have consulted with the Risk Retention Consultation Party if and to the extent required pursuant to Section
6.08(a) and (D) with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of an AB Control Appraisal
Period, the prior consent of the related Subordinate Companion Holder shall have been obtained by the Special Servicer, to the
extent required by the terms of the related Intercreditor Agreement (provided that in the case of clause (A), clause
(B) and clause (C) such consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable,
if a response to the request for consent or consultation, as the case may be, is not provided within ten (10) Business Days after
receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing
Certificateholder or the Risk Retention Consultation Party, as applicable, and reasonably available to the Special Servicer in
order to grant or withhold such consent or conduct such consultation), and (ii) the Master Servicer or the Special Servicer, as
the case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal Balance
of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has
a debt service coverage ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance
of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional lien) or (D) is one
of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater than $35,000,000;
provided, however, that with respect to sub-clauses (A), (B), (C) and (D) of this sub-clause
(ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation
requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing
Certificateholder (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall
consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major
Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures
set forth in Section 6.08 for consulting with the Operating Advisor.


 


With
respect to any “due-on-encumbrance” matter described above that is a Major Decision related to any Mortgage Loan that
is not an Excluded Loan with respect to the Risk Retention Consultation Party or the holder of the majority of the RR Interest
upon request of the Risk Retention Consultation Party, the Special Servicer shall consult on a non-binding basis with


 






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the Risk
Retention Consultation Party (provided, that prior to the occurrence and continuance of a Consultation Termination Event, such
Mortgage Loan must also be a Specially Serviced Loan) (other than with respect to any transfer or assumptions provided for in
clause (xiv) or (xvi) of the definition of “Master Servicer Decision” or any waiver of a “due-on-encumbrance”
clause which waiver constitutes a Master Servicer Decision pursuant to clause (xiv), (xv) or (xvi) of the
definition thereof), within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder
with respect to such Major Decision.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion
Loan Securities, the related rating agencies) pursuant to this Section 3.08(b), the Special Servicer shall (if not already
provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider
(or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section
3.25 of this Agreement.


 


To
the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding
paragraph or in Section 3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan
documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall use
reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance
such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


 


If
any Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered
without the consent of the mortgagee provided that certain conditions contained in the related Mortgage Loan documents
are satisfied where no mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for so long
as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to all
Non-Specially Serviced Loans) and the Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee
as the mortgagee of record, shall determine whether such conditions have been satisfied.


 


After
receiving a request for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent
or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan
that is a Non-Specially Serviced Loan as to which such matter involves a Major Decision, the Master Servicer shall promptly provide
the Special Servicer with written notice of any such request for such matter, and, unless the Master Servicer and the Special
Servicer mutually agree that the Master Servicer shall process such request, the Special Servicer shall process such request (including,
without limitation, interfacing with the Mortgagor) and the Master Servicer shall have no further obligation with respect to such
request or due-on-sale or due-on-encumbrance except as provided in the next sentence. The Master Servicer shall continue to cooperate
with the Special Servicer by delivering any additional information in the Master Servicer’s possession to the Special Servicer
requested by the Special Servicer relating to such consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance”
clause. If the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request, the
Master Servicer will be required to provide the Special Servicer with the Master Servicer’s written recommendation and


 






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analysis, to the extent the Master Servicer
is recommending approval, and all information in the Master Servicer’s possession that may be reasonably requested in order
to grant or withhold such consent by the Special Servicer or the Directing Certificateholder or other person with consent or consultation
rights; provided that in the event that the Special Servicer does not respond within ten (10) Business Days after receipt of such
written recommendation and analysis and all such reasonably requested information, plus the time period provided to the Directing
Certificateholder or other relevant party under this Agreement and, if applicable, any additional time period provided to a Companion
Holder under a related Intercreditor Agreement, the Special Servicer’s consent to such matter shall be deemed granted.


 


(c)       Nothing
in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice
of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional
lien or other encumbrance with respect to such Mortgaged Property.


 


(d)       Except
as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable,
in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer
and the Special Servicer, as the case may be, shall provide copies of any final waivers (except with respect to provision of any
such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)
or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the
Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider
(for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25) and, with respect to a
Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section
3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)       [RESERVED].


 


(f)       For
the avoidance of doubt, neither the Master Servicer nor the Special Servicer may waive its rights or grant its consent under any
“due-on-sale” or “due-on-encumbrance” clause other than in compliance with the provisions of Section
3.08(a) through (d) hereof. In the case of the Special Servicer, no such waiver or consent that constitutes a Major Decision
shall be made without (x) (i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with
respect to any Excluded Loan, with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing
Certificateholder having been obtained if and to the extent required by, and pursuant to the process described under Section
6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other than with
respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a
Consultation Termination Event, after having consulted with the Directing Certificateholder if and to the extent required pursuant
to Section 6.08(a).


 


(g)       [Reserved].


 






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(h)       Notwithstanding
the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable, makes a determination
under Section 3.08(a) or 3.08(b) that the applicable conditions in the related Mortgage Loan or Companion Loan documents,
as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have been satisfied,
the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise prohibited
pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents does
not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


 


Section
3.09     Realization Upon Defaulted Loans and Companion Loans. (a) Upon an event of default
under the Mortgage Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master
Servicer shall promptly provide written notice to the related Companion Holder or mezzanine lender, as applicable, with a
copy of such notice to the Special Servicer. If such Serviced Mortgage Loan or Serviced Whole Loan is a Specially Serviced
Loan, then the Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09 and Section
3.24, subject to the Directing Certificateholder’s and the Risk Retention Consultation Party’s respective
rights pursuant to Section 6.08, and any Companion Holder or mezzanine lender’s rights under the related
Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the
related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose
upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of property securing any such
Serviced Mortgage Loan and related Companion Loan, if any, as come into and continue in default as to which no satisfactory
arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not
released from the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the provision that, in any
case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer or the Special
Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration of such property unless
the Special Servicer has determined in its reasonable discretion that such restoration will increase the net proceeds of
liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer or the Special
Servicer, as applicable, for such Servicing Advance, and the Master Servicer or the Special Servicer has not determined that
such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The
costs and expenses incurred by the Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided
that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing
contained in this Section 3.09 shall be construed so as to require the Master Servicer or the Special Servicer, on
behalf of the Trust, to make an offer on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess
of the fair market value of such property, as determined by the Master Servicer or the Special Servicer in its reasonable
judgment taking into account the factors described in Section 3.16(b) and the results of any Appraisal obtained
pursuant to the following sentence, all such offers to be made in a manner consistent with the Servicing Standard. If and
when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing the fair market
value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of
making an offer at foreclosure or otherwise, the Special Servicer


 






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or the Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect to
such property by an Independent MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a Servicing
Advance.


 


(b)       The
Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)       such
personal property is incident to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or


 


(ii)       the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion
Loan) will not cause an Adverse REMIC Event.


 


(c)       Notwithstanding
the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the Special Servicer
shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any other action
with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders and/or
any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession” of, or to be
an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law,
unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed
by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such
acquisition of title or other action, that:


 


(i)       such
Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant,
that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related
Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single
lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)       there
are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 






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The
cost of any such Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial,
corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall
be paid by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall
be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor
Agreement by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal
to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any
such Environmental Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental
Assessment ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense
of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii)
of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with
respect to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar
with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken
(including delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy)
under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available
under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)       If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth
in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with
respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion
Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant
to Section 4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required
to repurchase such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer
shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to
the Mortgaged Property) and is hereby authorized, with the consent of the Directing Certificateholder and after consultation with
the Risk Retention Consultation Party pursuant to Section 6.08(a) (in each case, (A) prior to the occurrence and continuance
of a Control Termination Event (or with respect to any AB Mortgage Loan, after the occurrence and during the continuation of an
AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event) and (B) other than with
respect to any Excluded Loan as to such party) at such time as it deems appropriate to release such Mortgaged Property from the
lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater
than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special
Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer, the Directing
Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder, prior to the occurrence
and continuance of a Consultation Termination Event, and in the case of the Directing Certificateholder or the Risk Retention
Consultation Party other than with respect to any Excluded Loan as to such party), in writing of its intention to so release such
Mortgaged Property and the bases for such intention, (ii) the


 






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Certificate Administrator shall have posted such notice of the Special
Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to
Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Certificateholder as required above,
the Holders of Certificates entitled to more than 50% of the Voting Rights shall have consented or have been deemed to have consented
to such release within thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s
Website (failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the
extent any fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related
Mortgagor, such fee is to be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable
efforts to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)       The
Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder and the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan as to
such party), the Master Servicer and the 17g-5 Information Provider monthly regarding any actions taken by the Special Servicer
with respect to any Mortgaged Property securing a Defaulted Loan, or defaulted Companion Loan as to which the environmental testing
contemplated in subsection (c) above has revealed that either of the conditions set forth in clauses (i) and (ii)
of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction of both such
conditions, repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien of the related
Mortgage on such Mortgaged Property.


 


(f)       The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and
required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master
Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such
information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness
and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer.
Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 


(g)       The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)       The
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder
and the Risk


 






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Retention Consultation Party (but in the case of the Directing Certificateholder and the Risk Retention Consultation
Party, other than with respect to any Excluded Loan as to such party) and the Master Servicer and in no event later than the next
succeeding P&I Advance Determination Date.


 


Section
3.10     Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files.  (a)
Upon the payment in full of any Serviced Mortgage Loan, or the receipt by the Master Servicer or the Special Servicer, as the
case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer
or the Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related
Mortgage File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall
include a statement to the effect that all amounts received or to be received in connection with such payment which are required
to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such
deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period as release can reasonably
be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice
and request, the Custodian shall release the related Mortgage File to the Master Servicer or the Special Servicer, as the case
may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the
related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses
incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.


 


(b)       From
time to time as is appropriate for servicing or foreclosure of any Serviced Mortgage Loan (and any related Companion Loan), the
Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release signed by a Servicing Officer. Upon
receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to the Master Servicer or the
Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document to the Custodian, or
the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the Special Servicer,
as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion Loan), was
liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited
into the Collection Account (including amounts related to the related Companion Loan, if applicable) pursuant to Section 3.04(a)
have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release
shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee), as the case may be, with the
original being released upon termination of the Trust.


 


(c)       Within
seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies
the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged
Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing
a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided


 






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by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall be responsible for the
preparation of all such documents and pleadings. When submitted to the Trustee for signature, such documents or pleadings shall
be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee
will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents for their sufficiency or enforceability.


 


(d)       If,
from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section
3.11     Servicing Compensation. (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan
(other than the portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any
Non-Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each
Mortgage Loan, Companion Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall
be computed on the basis of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be,
and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in
connection with any partial month interest payment, for the same period respecting which any related interest payment due on such
Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage
Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan,
except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered
under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be
payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from
payments of interest on each Mortgage Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise
provided by Section 3.05(a). The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage
Loan, Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds
and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).


 


Except
as set forth in the following sentence, the fourth (4th) paragraph of this Section 3.11(a), Section 6.03, Section
6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except
in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in
accordance with the terms hereof). With respect to each Serviced Companion Loan, the Servicing Fee shall be


 






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payable to the Master
Servicer from amounts payable in respect of such Serviced Companion Loan, subject to the terms of the related Intercreditor Agreement.


 


The
Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section
3.04(a), additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following
amounts to the extent collected from the related Mortgagor:


 


(i)       100%
of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans
(including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are
Master Servicer Decisions; provided, that if any such matter involves a Major Decision, then the Master Servicer shall be entitled
to 50% of such Excess Modification Fees,


 


(ii)       100%
of all assumption application fees and other similar items received on any Serviced Mortgage Loans that are Non-Specially Serviced
Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) to
the extent the Master Servicer is processing the underlying transaction and 100% of all defeasance fees (provided that
for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees in connection with a defeasance that
the Special Servicer is entitled to under this Agreement); and


 


(iii)       100%
of assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application fees and defeasance
fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on
the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor
Agreement) relating to Master Servicer Decisions; provided, that if any such matter involves a Major Decision, then the Master
Servicer shall be entitled to 50% of such assumption, waiver, consent and earnout fees and other similar fees.


 


In
addition, the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect
to any Non-Serviced Mortgage Loan) any charges for beneficiary statements and demands to the extent such beneficiary statements
or demands are prepared by the Master Servicer) and other customary charges, amounts collected for checks returned for insufficient
funds (relating to the accounts held by such the Master Servicer) and reasonable review fees in connection with any Mortgagor
request to the extent such review fees are not prohibited under the related Mortgage Loan documents, in each case only to the
extent actually paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in the Collection
Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject
to Section 3.11(d), the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i)
Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to
the Trust Fund in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but
only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the
prior


 






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Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest or
other income earned on deposits in its Servicing Accounts which are not required by applicable law or the related Mortgage Loan
to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest
Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan, during the related Collection Period to
the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required to pay out of its
own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment
of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against hazard
losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account
and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


Notwithstanding
anything to the contrary, if either the Master Servicer or the Special Servicer has partially waived any Penalty Charge (part
of which accrued when the related Mortgage Loan was not a Specially Serviced Loan and part of which accrued when the related Mortgage
Loan was a Specially Serviced Loan), any collections in respect of such Penalty Charge shall be shared pro rata by the
Master Servicer and the Special Servicer based on the respective portions of such Penalty Charge to which each would otherwise
have been entitled.


 


Notwithstanding
anything herein to the contrary, Wells Fargo Bank, National Association may, at its option, assign or pledge to any third party
or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Pari Passu Companion
Loan (and any successor REO Loan); provided, however, that in the event of any resignation or termination of the
Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably
necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the
requirements of Section 6.05 and who requires market-rate servicing compensation that accrues at a per annum rate
in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly
subject to the terms of this Agreement and such reduction. The Master Servicer shall pay the Transferable Servicing Interest to
the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment
of its Servicing Fees hereunder, notwithstanding any resignation or termination of Wells Fargo Bank, National Association, as
Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).


 


(b)       As
compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO
Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any
related interest payment due on such


 






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Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing
Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to
the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the
provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement.
The Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)       The
Special Servicer shall be entitled to additional servicing compensation in the form of:


 


(i)       100%
of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans,


 


(ii)       100%
of assumption application fees and other similar items received with respect to Specially Serviced Loans and 100% of all assumption
application fees and other similar items received with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) and
Serviced Companion Loans that are Non-Specially Serviced Loans to the extent the Special Servicer processes the underlying transaction,


 


(iii)       100%
of waiver, consent and earnout fees on any Specially Serviced Loan or certain other similar fees paid by the related Mortgagor
on Specially Serviced Loans,


 


(iv)       100%
of assumption fees and other related fees received with respect to Specially Serviced Loans,


 


(v)       50%
of all Excess Modification Fees and assumption, waiver, consent and earnout fees and other similar fees (other than assumption
application fees and defeasance fees) received with respect to any Serviced Mortgage Loans or Serviced Companion Loan(s) that
are Non-Specially Serviced Loans to the extent that the matter involves a Major Decision, and


 


(vi)       with
respect to the accounts held by the Special Servicer, 100% of charges by the Special Servicer collected for checks returned for
insufficient funds, and


 


(vii)       100%
of charges for beneficiary statements and demand charges actually paid by the Mortgagors to the extent such beneficiary statements
or demand charges are prepared by the Special Servicer,


 


and
shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such
fees are paid by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a).
Subject to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form
of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits
relating to the Trust Fund in the REO Account and Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only
to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior
Distribution Date


 






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to and including the P&I Advance Date related to such Distribution Date). In addition, the Special Servicer
shall be entitled to retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage Loan) reasonable
review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the related Mortgage
Loan documents, and only to the extent actually paid by or on behalf of the related Mortgagor. The Special Servicer shall also
be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout
Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided, that after receipt by the Special
Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such
amount shall be reduced by the Excess Modification Fee Amount received by the Special Servicer; provided, further,
that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000,
then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related
Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected
Loan (including any related Serviced Companion Loan) being equal to $25,000. The Workout Fee shall be reduced (but not below zero)
with respect to each collection on such Corrected Loan from which fee would otherwise be payable until an amount equal to the
Excess Modification Fee Amount has been deducted in full. The Workout Fee with respect to any Corrected Loan will cease to be
payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if and
when such Specially Serviced Loan again becomes a Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee
with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is terminated (other than for cause) or resigns, it shall
retain the right to receive any and all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan that became
Corrected Loans prior to the time of that termination or resignation except the Workout Fees will no longer be payable if the
Corrected Loan subsequently becomes a Specially Serviced Loan. If the Special Servicer resigns or is terminated (other than for
cause), it will receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer
had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated
by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was
terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three (3) consecutive timely
Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three (3) consecutive
timely Periodic Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special
Servicer shall not be entitled to receive any Workout Fees after termination of the Special Servicer for cause. A Liquidation
Fee will be payable with respect to (a) each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) or REO Property
(other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance
and Condemnation Proceeds and (b) each Mortgage Loan repurchased by a Mortgage Loan Seller or for which a Loss of Value Payment
was paid, in each case, subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be paid
out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance and Condemnation
Proceeds are received with respect to any Corrected Loan and the Special Servicer is properly entitled to a Workout Fee, such
Workout Fee will be payable based on and


 






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out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds
that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the contrary, the Special
Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage
Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee and Special Servicing
Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement
is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein as
though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled
to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds all expenses
incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other
than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket
Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses
are not expressly payable directly out of the Collection Account or the REO Account, and the Special Servicer shall not be entitled
to reimbursement therefor except as expressly provided in this Agreement.


 


For
the avoidance of doubt, with respect to any fee split (other than a fee split with regard to Penalty Charges) between the Master
Servicer and the Special Servicer pursuant to the terms of the Agreement, the Master Servicer and the Special Servicer shall each
have the right, but not any obligation, to reduce or elect not to charge its respective percentage interest in any such fee; provided,
however, that (A) neither the Master Servicer nor the Special Servicer will have the right to reduce or elect not to charge
the percentage interest of any fee due to the other and (B) to the extent either of the Master Servicer or the Special Servicer
exercises its right to reduce or elect not to charge its respective percentage interest in any fee, the party that reduced or
elected not to charge such fee will not have any right to share in any part of the other party’s portion of such fee. If
the Master Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of
the related fee to which the Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master
Servicer will not be entitled to any of such fee charged by the Special Servicer. Similarly, if the Special Servicer decides not
to charge any fee, the Master Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Master
Servicer would have been entitled if the Special Servicer had charged a fee and the Special Servicer shall not be entitled to
any portion of such fee charged by the Master Servicer.


 


(d)       In
determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any Serviced Mortgage Loan and any related Companion Loan since
the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the Special Servicer or the
Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and, in connection with a Non-Serviced
Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the applicable Non-Serviced
Trustee for interest on the servicing advances made by any such party with respect to a Non-Serviced Whole Loan pursuant to the
applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) due on such
Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master


 






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Servicer or the Trustee pursuant
to Section 3.05(a)(vi) (and, in connection with a Non-Serviced Mortgage Loan, the related trust for all interest on servicing
advances reimbursed by such trust to any party under the applicable Non-Serviced PSA, which resulted in an additional expense
for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) with respect to such Mortgage
Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses of the Trust (including Special
Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by the Special Servicer and all
unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges (other than with respect to
a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the related Non-Serviced PSA)
remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while such Mortgage Loan and any
related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the extent accrued on such Mortgage
Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty Charges paid or payable as additional
servicing compensation to the Master Servicers and the Special Servicers shall be distributed between the Master Servicer and
the Special Servicer, on a pro rata basis, based on the Master Servicer’s and the Special Servicer’s respective
entitlements to such compensation described in the previous sentence. Notwithstanding the foregoing or anything else herein to
the contrary, Penalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement
after payment of all related Advances and interest thereon and additional expenses of the Trust in accordance with this Section
3.11(d).


 


(e)       With
respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two
(2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the
Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which may include HTML, Word
or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees
received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that
no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)       The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan or Serviced Companion Loan, the management or disposition of any REO Property, or the performance
of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided
that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)       Pursuant
to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
forth on Exhibit II hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two (2) Business


 






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Days prior to the Remittance Date) the CREFC® Intellectual Property Royalty
License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds
are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section
3.12     Inspections; Collection of Financial Statements. (a) The Master Servicer
shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each
Mortgaged Property relating to a Mortgage Loan (other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan or an
REO Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than
$2,000,000 at least once every twenty-four (24) months, in each case, commencing in the calendar year 2021 (and each
Mortgaged Property shall be inspected on or prior to December 31, 2022); provided, however, that if a physical
inspection has been performed by the Special Servicer in the previous twelve (12) months, the Master Servicer will not be
required to perform, or cause to be performed, such physical inspection; provided, further, that if any
scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan (excluding a delinquency that
would have existed but for a Payment Accommodation, for so long as the related borrower is complying with the terms of such
Payment Accommodation), the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as
practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage
Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of
the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor,
reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the Collection
Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall
be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in
accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan and any Serviced Pari
Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB
Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the
related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each
case, prior to being payable out of general collections. With respect to any Serviced AB Whole Loan, the costs will be
allocated, first, as an expense of the related Subordinate Companion Holder and, second, as an expense of the
holder of the related Mortgage Loan to the extent provided in the related Intercreditor Agreement. The Special Servicer or
the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing
the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the
existence of (i) any vacancy at the Mortgaged Property that the preparer of such report has knowledge of and the Master
Servicer or the Special Servicer, as the case may be, deems material, (ii) any sale, transfer or abandonment of the Mortgaged
Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change
in the condition of the


 






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Mortgaged Property of which the preparer of such report has knowledge or that is evident from the
inspection, and that the Master Servicer or the Special Servicer, as the case may be, deems material, (iv) any visible
material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from
the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall
promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the
Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to
the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as to
such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the
Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in
electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the Rating
Agencies) that are Privileged Persons. The Master Servicer shall deliver or make available a copy of each such report to the
Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state that such
items may be delivered until further notice) (except, after the occurrence and during the continuance of a
Consultation Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).


 


(b)       The
Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced
Loan, shall make reasonable efforts to collect promptly and review from each related Mortgagor under the Mortgage Loans for which
it acts as Master Servicer or Special Servicer, as applicable, quarterly and annual operating statements, financial statements,
budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor
commencing with the calendar quarter ending on September 30, 2020 and the calendar year ending on December 31, 2020, whether or
not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or documents
required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is
required pursuant to the terms of the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall not
be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver
such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause quarterly
and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect
all such items promptly following their preparation. The Special Servicer shall deliver all such items to the Master Servicer
within five (5) Business Days of receipt, and the Master Servicer shall deliver or make available copies of all the foregoing
items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic
format, in each case within sixty (60) days of its receipt thereof, but in no event, in the case of annual statements, later than
June 30 of each year commencing 2021. Upon the request of any Privileged Person (other than the NRSROs) to receive copies of annual
operating statements, budgets and rent rolls either collected by the Master Servicer or the Special Servicer or caused to be prepared
by the Special Servicer in respect of each REO Property, the Master Servicer shall either (a) deliver or make available electronic
copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website or (b) provide


 






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access to such information on the Master Servicer’s website. Upon the request of any NRSRO, the Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver
or make available copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant
to Section 3.13(c).


 


In
addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans and REO Properties), as applicable, shall prepare with respect to each Mortgaged Property securing a Serviced Mortgage
Loan and REO Property for which it acts as Master Servicer or Special Servicer, as applicable:


 


(i)       Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days of receipt
of such quarterly operating statement for the quarter ending September 30, 2020, a CREFC® Operating Statement Analysis
Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver,
or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of
that calendar quarter, provided, however, that any analysis or report with respect to the first calendar quarter
of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being
understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with
respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property unless such Mortgaged
Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage Loan is on the
CREFC® Servicer Watch List). The Master Servicer shall deliver or make available copies (in electronic format)
of each CREFC® Operating Statement Analysis Report and, upon request, the related operating statements (in each
case, promptly following the initial preparation and each material revision thereof) to the Certificate Administrator, the Directing
Certificateholder and the related Companion Holder (with respect to any Serviced Companion Loan).


 


(ii)       Within
forty-five (45) days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or the
Master Servicer (with respect to Non-Specially Serviced Loans) of an annual operating statement or rent rolls (if and to the extent
any such information is in the form of normalized year-end financial statements that have been based on a minimum number of months
of operating results as recommended by CREFC® in the instructions to the CREFC® guidelines) for
each calendar year commencing within forty-five (45) days of receipt of such annual operating statement for the calendar year
ending December 31, 2020, a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required
by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information),
presenting the computation to “normalize” the full year net operating income and debt service coverage numbers used
by the Master Servicer in preparing the CREFC® Comparative Financial Status Report. The Master Servicer shall deliver
or make available copies (in electronic format) of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating
statements or rent rolls (in each case, promptly following the initial preparation and each material revision


 






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thereof) to the
Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced Companion
Loan).


 


(c)       At
or before 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to
be delivered to the Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the
Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans as to such party) and any REO Properties
(other than a Non-Serviced Mortgaged Property), providing the information required of the Special Servicer in an electronic format,
reasonably acceptable to the Master Servicer as of the Business Day preceding such Determination Date, which CREFC®
Special Servicer Loan File shall include data, to enable the Master Servicer to produce the following supplemental CREFC®
reports: (i) a CREFC® Delinquent Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative
Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement
Analysis Report, in each case with the supporting financial statements, budgets, operating statements and rent rolls submitted
by the Mortgagor.


 


(d)       Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning July 2020, the Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the
following reports and data files with respect to the Mortgage Loans: (A) to the extent the Master Servicer has received the CREFC®
Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report,
(B) CREFC® Loan Setup File (only with respect to the first Distribution Date), (C) the most recent CREFC®
Property File, and CREFC® Comparative Financial Status Report (in each case incorporating the data required
to be included in the CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer
and the Master Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such Determination
Date, (E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC®
Advance Recovery Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable Special Servicer
Fees delivered pursuant to Section 3.11(e) to the extent received from the Special Servicer, if any. Additionally, not
later than 5:00 p.m. (New York City time) on the P&I Advance Date beginning July 2020, the Master Servicer shall deliver or
cause to be delivered in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special
Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning July 2020,
the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC®
Loan Periodic Update File and, to the extent received by the Master Servicer, the CREFC® Appraisal Reduction
Template. In no event shall any report described in this subsection be required to reflect information that has not been collected
by or delivered to the Master Servicer, or any payments


 






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or collections not received by the Master Servicer, as of the close of
business on the Business Day prior to the Business Day on which the report is due.


 


Not
later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning July 2020, the Master Servicer shall deliver
to the Certificate Administrator a CREFC® Schedule AL File and may deliver to the Certificate Administrator a Schedule
AL Additional File, each covering all of the Mortgage Loans, and each in both EDGAR-Compatible Format and Excel format; provided,
however, that the Master Servicer shall have no obligation to prepare or deliver the CREFC® Schedule AL
File for any given Distribution Date unless the Master Servicer receives the Initial Schedule AL File from the Depositor pursuant
to Section 2.01(j). If the Certificate Administrator does not receive the CREFC® Schedule AL File from the
Master Servicer by 5:00 p.m. (New York City time) on the P&I Advance Date, it shall request the CREFC® Schedule
AL File from the Master Servicer via email at ssreports@wellsfargo.com and send a copy of such request to the Depositor
via email at leland.f.bunch@bofa.com and todd.stillerman@bofa.com. In preparing the CREFC® Schedule AL File
and any Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation or verification,
the Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness and accuracy of
the Initial Schedule AL File and Annex A-1 to the Prospectus. The CREFC® Schedule AL File and the Schedule AL Additional File
delivered by the Master Servicer shall each be a single file. The Certificate Administrator shall not be required to combine multiple
CREFC® Schedule AL Files or Schedule AL Additional Files provided or prepared by or on behalf of the Master Servicer. The
Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy
of the information contained in any CREFC® Schedule AL File or Schedule AL Additional File.


 


In
the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry,
any information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively
rely upon the Master Servicer’s reports and the Special Servicer’s reports and any information provided by the Trustee,
without any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated therein.


 


(e)       The
Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to
Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver or make available to the Certificate
Administrator the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error,
conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section
3.12(c). The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided
by the Master Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master
Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports are,
in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section
3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section
3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide such information or reports to
the Certificate Administrator until it has received the requisite information or reports from the Special Servicer,


 






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and the Master
Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by
the Special Servicer’s failure to timely provide any information or report required under Section 3.12(b) or Section
3.12(c) of this Agreement.


 


(f)       Notwithstanding
the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required
to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master
Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and the Special Servicer may disclose
any such information or any additional information to any Person so long as such disclosure is consistent with applicable law
and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(g)       Unless
otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver or make available
any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the
case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y)
delivering such statement, report or information in a commonly used electronic format or (z) making such statement, report or
information available on the Master Servicer’s website (with respect to items delivered by the Master Servicer (except with
respect to items delivered by the Master Servicer to the Certificate Administrator)) or the Certificate Administrator’s
Website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding
anything to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements,
reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section
3.13     Access to Certain Information.  (a) The Master Servicer and Special Servicer shall
provide or cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any
Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board
of Governors of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards
and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over
any such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding
the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced
Whole Loan, the related Companion Loan, and the Trust within its control which may be required by


 






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applicable law. At the election of the Master Servicer, the Special Servicer or the Certificate Administrator, such access
may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and the Master
Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the Directing
Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders,
as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access
shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request
and during normal business hours at the offices of the Certificate Administrator or the Custodian.


 


The
failure of the Master Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of
a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information
pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any
information provided by it for which it is not the original source (without suggesting liability on the part of any other party
hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information
and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit
X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through
the Master Servicer’s or the Special Servicer’s website; (iii) withhold access to confidential information or any
intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan
if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would
constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure
of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to
this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer,
as the case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that
such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client
privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality of the foregoing, the
Master Servicer or the Special Servicer may refrain from disclosing information that it reasonably determines would prejudice
the interest of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


 


Notwithstanding
the limitation set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph,
upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced
AB Whole Loan, the holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the Master Servicer
or the Special Servicer, as the case may be, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special
Servicer (with respect to Specially Serviced Loans), as applicable, may provide (or make available electronically) or make available
at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies of any appraisals,
operating statements, rent


 






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rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or
Serviced AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the Master
Servicer or the Special Servicer, as the case may be; provided that, in connection with such request, the Master Servicer
or the Special Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially in
such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, generally to the effect
that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset
performance and evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable,
may have under this Agreement.


 


Notwithstanding
anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as
specifically provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court
order, no Certificateholder (except, with respect to a Mortgage Loan Seller, to the extent necessary for such party to comply
with its obligations under the related Mortgage Loan Purchase Agreement, and except for the Master Servicer and the Certificate
Administrator, acting in such capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage
Files or Diligence Files.


 


(b)       The
Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements,
Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the
general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items
were prepared by or delivered to the Certificate Administrator in electronic format:


 


(i)       The
following documents, which will initially be made available under a tab or heading designated “deal documents”:


 


(A)       the
Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided to the
Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)       this
Agreement and any amendments and exhibits hereto;


 


(C)       any
Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;


 


(D)       the
Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)       the
CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)       the
following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 






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(A)       any
reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through
the EDGAR system;


 


(iii)       The
following documents, which will initially be made available under a tab or heading designated “periodic reports”:


 


(A)       all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)       the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this
Agreement from time to time; and


 


(C)       all
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


(iv)          The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)       summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)       all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)       any
Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; and


 


(D)       CREFC®
Appraisal Reduction Template;


 


(v)  
        The following documents, which will initially be made available under a tab or heading
designated “special notices”:


 


(A)       any
notice with respect to a release pursuant to Section 3.09(d);


 


(B)       any
notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)       any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 






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(D)       any
notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


 


(E)       any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)       any
Asset Review Report Summary received by the Certificate Administrator;


 


(G)       any
notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);


 


(H)       any
notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)       any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(J)       any
notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03;


 


(K)       any
notice of termination pursuant to Section 9.01;


 


(L)       any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)       any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


(N)       any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(O)       any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or
is terminated;


 


(P)       any
notice of the occurrence of an Operating Advisor Termination Event;


 






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(Q)       any
notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(R)       any
assessments of compliance delivered to the Certificate Administrator;


 


(S)       any
attestation reports delivered to the Certificate Administrator;


 


(T)       any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(U)       any
notice or documents provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate
Administrator to post to the “special notices” tab; and


 


(V)       any
Proposed Course of Action Notice;


 


(vi)          the
“Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)         solely
to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section
4.07(b);


 


(viii)        the
“U.S. Risk Retention Special Notices” tab, which shall contain any notices provided by the Retaining Sponsor relating
to ongoing compliance by each Retaining Party with the Risk Retention Rules; and


 


(ix)           the
“EU Risk Retention” tab with respect to notices relating to the EU Hedging Covenant in the EU Credit Risk Retention
Agreement;


 


provided,
that with respect to a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence
of an Excluded Loan, the Certificate Administrator will only be required to provide notice of the occurrence and continuance of
such event if it has been notified of or has knowledge of the existence of such Excluded Loan.


 


The
Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses
(iii)(A) and (B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator,
and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and
reports related to the Mortgage Loans available through its Internet website.


 


The
Certificate Administrator shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices”
tab described in clause (viii) above, provide email notification to any Privileged Person (other than the financial market
information providers listed in Section 3.13(e)) that has registered to receive access to the Certificate Administrator’s
Website that a notice has been posted to the “U.S. Risk Retention Special Notices” tab.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate


 






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Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(viii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


Any
Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items
made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission
filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling
Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in electronic or physical form of an
investor certification substantially in the form of Exhibit P-1D and upon delivery to the Certificate Administrator in
electronic or physical form of an investor certification substantially in the form of Exhibit P-1F, which shall include
each of the CTSLink User ID associated with such Excluded Controlling Class Holder, all information (other than the Excluded Information
with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans))
available on the Certificate Administrator’s Website.


 


In
the case of the Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class
Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B hereto, the Directing Certificateholder
or Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website.
The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely
on (i) an investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling
Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification
in the form of Exhibit P-1D in electronic or physical form from the Directing Certificateholder or a Controlling Class
Certificateholder to the effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded
Controlling Class Loan(s). In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded
Controlling Class Holder, such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator and the Trustee in writing substantially in the form of Exhibit P-1E that such party has
become an Excluded Controlling Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall
also provide the Certificate Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink
User ID associated with such Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded
Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this
Agreement. Upon confirmation from the Certificate Administrator that such access has been restricted, such Excluded Controlling
Class Holder shall submit a new investor certification substantially in the form of Exhibit P-1D in electronic or physical
form to access the information on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder
shall not be entitled to access any Excluded Information related to any Excluded


 






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Controlling Class Loan(s) (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect
to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s Website. With respect
to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the Master Servicer, the
Special Servicer and the Operating Advisor shall mark or label such information as “Excluded Information” prior to
delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s
Website such Excluded Information (and, if possible at a later time, on loan-by-loan basis) from information relating to other
Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding
anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate
Administrator shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates
of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special
Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice substantially in the
form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an
Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate
Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder
that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including
any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s
Website) if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as the case may
be, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect
to any related Excluded Information posted on the Certificate Administrator’s Website, such information was not delivered
to the Certificate Administrator in accordance with Section 3.33.


 


Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially
in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing
Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information
on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, the Directing Certificateholder
or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any
such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of the Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliates involved in the
management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any
non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient
internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause
(i) above.


 






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To
the extent the Risk Retention Consultation Party or a Holder of an RR Interest receives access pursuant to this Agreement to any
information solely related to a Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset
Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted
by the Special Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports delivered to the
Certificate Administrator regarding the Special Servicer’s net present value determination or any Appraisal Reduction Amount
calculations delivered pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered
by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with
information of other Mortgage Loans at a pool level), on the Certificate Administrator’s Website or otherwise receives access
to such information, such Risk Retention Consultation Party or Holder of an RR Interest shall be deemed to have agreed that it
(i) will not directly or indirectly provide any such information to (A) the related Borrower Party, (B) any employees or personnel
of such Risk Retention Consultation Party or Holder of an RR Interest or any of its Affiliates involved in the management of any
investment in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that
holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls
and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.
For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any such Excluded Loan) shall be considered
information that is aggregated with information of other Mortgage Loans at a pool level. For avoidance of doubt, the covenants
and restrictions in this paragraph are not applicable to Wells Fargo Bank, National Association, acting in its capacity as Master
Servicer or as Certificate Administrator.


 


The
Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
information made available on its Internet website and assumes no responsibility therefor, other than with respect to such reports,
documents or other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim
responsibility for any information distributed by it for which it is not the original source. Notwithstanding anything herein
to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded
Controlling Class Loan to the extent such information was included in any Asset Status Report or Final Asset Status Report inadvertently
delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified
as relating to any Excluded Controlling Class Loan.


 


In
connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided
to the general public in accordance with Section 3.13(b)), the Certificate Administrator may require registration and the
acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance
herewith. Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s
CMBS customer service desk at (866) 846-4526.


 






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(c)       The
17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent such
items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “BANK 2020-BNK27” and an identification of the type of information being
provided in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto
or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)       any
notices of waivers under Section 3.08(d);


 


(ii)      any
Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)     any
notice of final payment on the Certificates;


 


(iv)     any
environmental reports delivered by the Special Servicer under Section 3.09(c);


 


(v)      any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)     any
annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;


 


(vii)    any
annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)   any
notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency
Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)      copies
of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)       any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)      any
notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor
trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)     any
Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xiii)    any
notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.01;


 






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(xiv)       any
notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 


(xv)       any
notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section
13.01(a)(ix);


 


(xvi)       any
Operating Advisor Annual Report pursuant to Section 3.26;


 


(xvii)       any
summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee regarding any of the information delivered
to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(g);


 


(xviii)      any
other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section
2.03(b), Section 3.07(a), Section 3.12, Section 3.17, Section 3.18(g); Section 11.09 or
Section 11.10; and


 


(xix)        any
other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt unless such information is received after 2:00 p.m., New York City
time, on such Business Day, in which case, it shall be posted by 12:00 p.m., New York City time, on the next Business Day; provided,
however, that any information delivered pursuant to Section 3.13(d) shall be posted in accordance with Section
3.13(d). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether
the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than
what it purports to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator
and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate
Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of
any information merely by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website or merely by filing such information pursuant to this Agreement via EDGAR or otherwise to the extent such information
was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by
the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2 hereto (which
certification may be submitted electronically via the 17g-5 Information Provider’s Website). Questions regarding delivery
of information to the 17g-5 Information Provider may be directed


 






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to (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “BANK 2020-BNK27” in the subject line).


 


Upon
delivery by the Depositor to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information
from the Depositor’s 17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall
make such information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant
to this Section 3.13(c). Such information shall be provided to the 17g-5 Information Provider via electronic media and
delivered to the 17g-5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information
Provider to provide access to the Pre-Close Information or any other information on the 17g-5 Information Provider’s Website
to any designee or third party.


 


Upon
request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The
17g-5 Information Provider shall notify any party that delivers any information, report, notice or document to the 17g-5 Information
Provider under this Agreement that such information, report, notice or document was received and that it has been posted. The
Master Servicer and the Special Servicer may, but shall not be obligated to send such information, report, notice or document
to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5
Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information
Provider. The 17g-5 Information Provider shall notify each Person that has signed-up for access to the 17g-5 Information Provider’s
Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information
Provider’s Website and such notice shall specifically identify such document in the subject line or otherwise in the body
of the email notice. The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and
used by such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address
if such general email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification
in the form of Exhibit P-2 hereto.


 


Any
information required to be delivered or made available to the 17g-5 Information Provider by any party under this Agreement shall
be delivered to it via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference
of “BANK 2020-BNK27” and an identification of the type of information being provided in the body of such electronic
mail, or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established
or approved by the 17g-5 Information Provider.


 


(d)       The
Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates
to two or more transactions to the 17g-5


 






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Information Provider. Any such information shall be posted by the 17g-5 Information Provider
and the 17g-5 Information Provider may, but shall not be obligated to post such information in accordance with the timeframe provided
in Section 3.13(c) above, provided, however, that if the 17g-5 Information Provider is not able to post such
information in accordance with the timeframe in Section 3.13(c), then it shall post such information within a reasonable
time.


 


(e)       Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited, BlackRock Financial Management, Inc., CMBS.com, Inc.,
KBRA Analytics, Inc., Moody’s Analytics, RealInsight and Thomson Reuters Corporation) with the consent of the Depositor,
and providing such information shall not constitute a breach of this Agreement by the Certificate Administrator. Such information
will be made available to such third parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification
may be submitted electronically via the Certificate Administrator’s Website.


 


(f)       The
Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver,
produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage Loans
(other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced
Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver
an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure
Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional information is simultaneously
delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including
without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged
Information), applicable law or by the related Mortgage Loan documents. The Master Servicer and the Special Servicer shall be
entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion
and/or (ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into (x)
an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through”
confidentiality agreement if such information is being provided through the Master Servicer’s website, and (B) acknowledge
that the Master Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party.
In addition, to the extent access to such information is provided via the Master Servicer’s or Special Servicer’s
website, the Master Servicer or Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer
and/or an additional or alternative agreement as to the confidential nature of such information. In connection with providing
access to or copies of the information described in this Section 3.13(f) to current or prospective Certificateholders,
the form of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the
case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person is a Holder
of Certificates and will keep such


 






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information confidential (except that such Certificateholder may provide such information (x)
to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate
or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership
interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or
interests therein or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective
purchaser of a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for
use in evaluating a possible investment in Certificates and will otherwise keep such information confidential with no further
dissemination (except that such Certificateholder may provide such information to its auditors, legal counsel and regulators).
In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the
Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 


Neither
the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.13 unless such information was produced by the Master Servicer or the Special Servicer, as the case may
be.


 


(g)       The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.13(c) the same day such communication takes place; provided, further that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)       The
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Certificateholder or the Risk Retention Consultation
Party (in each case, other than, prior to the occurrence and continuance of a Control Termination Event, any Asset Status Reports
that are not Final Asset Status Reports), or Certificateholders generally, requested by the Operating Advisor in support of the
performance of its obligations under this Agreement in electronic format.


 


(i)       None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master


 






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Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, as the case may be, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer,
the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master,
special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the
Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s, as the case may be, servicing operations
in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special
Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency
or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other
deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has
been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that it does not intend to
use such information in undertaking credit rating surveillance with respect to the Certificates; provided, however,
that the Rating Agencies may use information delivered under this clause (z) for any purpose to the extent it is publicly
available (unless the availability results from a breach of this Agreement) or comprised of information collected by the applicable
Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that
they have access to) other than pursuant to this Section 3.13(i).


 


(j)       The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section
3.14     Title to REO Property; REO Account.  (a) If title to any Mortgaged Property is acquired
(directly or through a single member limited liability company established for that purpose) and thus becomes REO Property, the
deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent
with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders
and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf of the
Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third
calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations
Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for a qualifying
extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or
the period provided in the then-applicable REMIC Provisions) and such extension is granted or is not denied (an “REO
Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate
Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect that the holding
by the Trust of such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred
will not cause an Adverse REMIC Event. If the Special Servicer is granted or not denied the REO Extension contemplated by clause
(i) of the immediately preceding sentence or
obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding


 






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sentence, the Special
Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel,
as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated
by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii)
of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section
3.05(a).


 


(b)       The
Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart
from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of
any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular
Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, on the later of the date that is (i)
on or prior to each Determination Date or (ii) two (2) Business Days after receipt of properly identified funds, all REO Revenues,
Insurance and Condemnation Proceeds and Liquidation Proceeds received and properly identified in respect of an REO Property. Funds
in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall
give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of the REO Account when first
established and of the new location of the REO Account prior to any change thereof.


 


(c)       The
Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing,
maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such
REO Property. On the later of the date that is (x) on or prior to each Determination Date or (y) two (2) Business Days after such
amounts are received and properly identified and determined to be available (or, with respect to a Serviced Companion Loan, on
the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account
and remit to the Master Servicer, which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable),
the aggregate of all amounts received in respect of each REO Property during the most recently ended Collection Period, net of
(i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on
deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance
with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements,
leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior
to the day the Special Servicer remits funds as provided in this Section 3.14, the Special Servicer shall provide the Master
Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account, as applicable,
on such date. The Master Servicer shall apply all such amounts as instructed by the Special Servicer on the Determination Date
(or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related Distribution Date.


 






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(d)       The
Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for
all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


Section
3.15     Management of REO Property.  (a) If title to any REO Property is acquired, the Special
Servicer shall manage, conserve, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property)
for the benefit of the Certificateholders and the related Companion Holders and the Trustee (as holder of the Lower-Tier Regular
Interests) solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail
to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt
by the Trust or any Serviced Companion Noteholder of any “income from non-permitted assets” within the meaning of
Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer
shall have full power and authority to do any and all things in connection therewith as are in the best interests of and for the
benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee
(as holder of the Lower-Tier Regular Interests) all as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loan, as the case may be) (as determined by the Special Servicer in its reasonable judgment in accordance
with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage
Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15, the Special Servicer may allow
the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure
property” within the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best interests
of Certificateholders and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared with net leasing
such REO Property or operating such REO Property on a different basis. In connection therewith, the Special Servicer shall deposit
or cause to be deposited on a daily basis (and in no event later than two (2) Business Days following receipt of such properly
identified funds) in the applicable REO Account all revenues received by it with respect to each REO Property and the related
REO Loan, and shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property,
funds necessary for the proper operation, management, leasing and maintenance of such REO Property, including, without limitation:


 


(i)       all
insurance premiums due and payable in respect of such REO Property;


 


(ii)      all
real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)     any
ground rents in respect of such REO Property, if applicable; and


 


(iv)     all
costs and expenses necessary to maintain and lease such REO Property.


 


To
the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth
in clauses (i) through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice
from the Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its


 






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own
funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee,
the Special Servicer, the Depositor, the Certificate Administrator and the Directing Certificateholder (with respect to the Directing
Certificateholder, in respect of any Mortgage Loan other than an Excluded Loan as to such party, and prior to the occurrence and
continuance of a Consultation Termination Event)) such advances would, if made, constitute Nonrecoverable Servicing Advances.


 


(b)       Without
limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)       permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)       permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)       authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)       Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless,
in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer
as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust,
in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.


 


(c)       The
Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:


 


(i)       the
terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s
length;


 


(ii)       the
fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the
nature and locality of the Mortgaged Property;


 


(iii)       any
such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including, without limitation, those


 






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listed in
subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the
Special Servicer upon receipt;


 


(iv)       none
of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the
operation and management of any such REO Property; and


 


(v)       the
Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


 


The
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing
in this Agreement shall be deemed to limit or modify such indemnification.


 


(d)       When
and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement
prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary service
to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO Property
in accordance with Sections 3.15(a) and 3.15(b).


 


Section
3.16     Sale of Defaulted Loans and REO Properties.  (a) (i) Within thirty (30) days after
a Defaulted Loan has become a Specially Serviced Loan, the Special Servicer shall order (but shall not be required to have received)
an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in
accordance with the Servicing Standard; provided, however, that if the Special Servicer is then in the process of
obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination
as soon as reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special
Servicer may, from time to time, adjust its fair value determination based upon changed circumstances, new information and other
relevant factors, in each instance in accordance with a review of such circumstances and new information in accordance with the
Servicing Standard including, without limitation, the period and amount of the occupancy level and physical condition of the related
Mortgaged Property and the state of the local economy; provided that the Special Servicer shall promptly notify the Master
Servicer in writing of the initial fair value determination and any adjustment to its fair value determination.


 


(ii)       If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a
Specially Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing
the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under
the Intercreditor Agreement in accordance with the terms thereof.


 






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Thereafter, any related Companion Holder and related mezzanine
lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase
the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


 


(iii)       If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if
and when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including
by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best
economic interests of the Trust and, if applicable, the related Companion Holder. In the case of a Non-Serviced Mortgage Loan,
to the extent permitted under the related Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold together with
the Non-Serviced Companion Loan by the Non-Serviced Special Servicer, the Special Servicer will be entitled to sell ((i) with
the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing and (ii) after consulting
with the Risk Retention Consultation Party pursuant to Section 6.08(a), in each case, provided such Non-Serviced Mortgage
Loan is not an Excluded Loan as to such party) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing
Standard that such action would be in the best interests of the Certificateholders and, subject to the terms of the related Intercreditor
Agreement, the Special Servicer shall be entitled to the liquidation fee that the related Non-Serviced Special Servicer would
have otherwise been entitled to in connection with the sale of such Non-Serviced Mortgage Loan. The Special Servicer is required
to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and the Directing Certificateholder
(but only prior to the occurrence and continuance of a Consultation Termination Event), the Subordinate Companion Holder with
respect to any Serviced AB Whole Loan prior to an AB Control Appraisal Period, and the Risk Retention Consultation Party (in the
case of the Directing Certificateholder and the Risk Retention Consultation Party, other than in respect of any Excluded Loan
as to such party) not less than ten (10) days’ prior written notice of its intention to sell any Defaulted Loan. In the
absence of a cash offer at least equal to the Purchase Price, the Special Servicer may purchase the Defaulted Loan for the Purchase
Price or may accept the first cash offer received from any Person that constitutes a fair price for the Defaulted Loan.


 


(iv)     (A)     In
the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at least
equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price), the Special
Servicer shall solicit offers and, subject to sub-clause (B) below, accept the highest offer received from any Person that
is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror is a Person other than
an


 






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Interested Person. In determining whether any offer from a Person other than an Interested Person constitutes a fair price
for any Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal
or narrative appraisal that it may have obtained pursuant to this Agreement within the prior nine (9) months), among other factors,
the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local
economy. If the offeror is an Interested Person (provided that the Trustee may not be an offeror), the Trustee shall determine
whether the offer constitutes a fair price unless such offer by an Interested Person (i) is equal to or greater than the applicable
Purchase Price and (ii) is the highest offer received. Absent an offer at least equal to the Purchase Price, no offer from an
Interested Person shall constitute a fair price unless (x) it is the highest offer received and (y) at least two (2) other offers
are received from independent third parties. In determining whether any offer received from an Interested Person represents a
fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of the
related Mortgaged Property conducted in accordance with this Agreement within the preceding nine (9) month period or, in the absence
of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal will be covered
by, and will be reimbursable as, a Servicing Advance by the Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee shall (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee
to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Special
Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense
is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent
with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)       The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (in consultation with the
Directing Certificateholder (unless a Consultation Termination Event has occurred and is continuing) and the Risk Retention Consultation
Party subject, in each case, to the limitations on consultation set forth in and in accordance with Section 6.08(a) and


 






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other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) and, in the case of a Serviced Whole Loan
or an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance with the Servicing Standard
(and subject to the requirements of any related Intercreditor Agreement), that the rejection of such offer would be in the best
interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced
Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable, the related
Companion Holder constituted a single lender (and, with respect to any Serviced AB Whole Loan, taking into account the subordinate
nature of the related AB Subordinate Companion Loan). In addition, the Special Servicer may accept a lower offer from any Person
other than an Affiliate of the Special Servicer if it determines, in accordance with the Servicing Standard, that the acceptance
of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan
or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders
and, if applicable, the related Companion Holder constituted a single lender (and, with respect to any Serviced AB Whole Loan,
taking into account the subordinate nature of the related AB Subordinate Companion Loan)) (for example, if the prospective buyer
making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower
offer are more favorable); provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the
Special Servicer. The Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution
Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination, to the extent required
to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 


(C)       In
connection with any such sale involving a Serviced AB Whole Loan, the Special Servicer shall have the right (if permitted by the
related Intercreditor Agreement), but not the obligation, to sell the related AB Subordinate Companion Loan if the Special Servicer
determines that such sale is in accordance with the Servicing Standard (taking into account the subordinate nature of the applicable
AB Subordinate Companion Loan).


 


(v)       Unless
and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such
other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure,
as the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC
Provisions.


 


(b)       (i)The
Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan, such purchase
shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The Special Servicer
may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale of the
entire REO Property, including the portion relating to the


 






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related Companion Loan), if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion
Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator
and the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing Certificateholder
and the Risk Retention Consultation Party, in respect of any Mortgage Loan other than an Excluded Loan as to such party and prior
to the occurrence and continuance of a Consultation Termination Event) not less than ten (10) days’ prior written notice
of the Purchase Price (including a calculation of the Purchase Price) and its intention to (x) purchase any REO Property at the
Purchase Price therefor or (y) sell any REO Property, in which case the Special Servicer shall accept the highest offer received
from any Person for any REO Property in an amount at least equal to the Purchase Price therefor. To the extent permitted by applicable
law, and subject to the Servicing Standard, the Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or
an Affiliate of the Special Servicer, or an employee of either of them may act as broker in connection with the sale of any REO
Property and may retain from the proceeds of such sale a brokerage commission that does not exceed the commission that would have
been earned by an independent broker pursuant to a brokerage agreement entered into at arm’s length.


 


(A)       In
the absence of any such offer as set forth in clause (i) above, the Special Servicer shall, subject to sub-clause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by
the Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest
offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase
Price and (ii) is the highest offer received; provided, however, that absent an offer at least equal to the Purchase
Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at
least two (2) other offers are received from independent third parties. Notwithstanding anything to the contrary herein, neither
the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant
hereto.


 


(B)       The
Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the
Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests
of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, and in either case, as a
collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition,
the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of
such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related
Companion Holder, and in either case, as a collective whole (taking into account the subordinate or pari passu nature of
any Serviced Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations,
or the terms offered by the prospective buyer making the lower offer are more


 






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favorable); provided that the offeror is
not the Special Servicer or a Person that is an Affiliate of the Special Servicer.


 


(C)       In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the Trustee (or,
if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall be instructed
to take into account, as applicable, among other factors, the physical condition of such REO Property, the state of the local
economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)       Subject
to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders in negotiating
and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or
warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties
of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of
this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor or the Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if applicable)
with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(c)       Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)       With
respect to each Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement, if the related
Serviced Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related Mortgage


 






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Loan that has
become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell the related Serviced
Pari Passu Companion Loans (and, in certain cases, to the extent permitted by the related Intercreditor Agreement, the related
AB Subordinate Companion Loans) together with such Mortgage Loan as one whole loan and shall require that all offers be submitted
to the Special Servicer in writing. To the extent a determination is required to be made hereunder as to whether any cash offer
constitutes a fair price for a Serviced Whole Loan, such determination shall be made by the Special Servicer unless the offeror
is an Interested Person and by the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing, the Special
Servicer will not be permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s)
if it becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced Pari Passu Companion Loan
(provided that such consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or
an Affiliate of the Mortgagor) unless the Special Servicer has delivered to the holder of the related Serviced Pari Passu Companion
Loan: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell such Serviced Whole Loan;
(b) at least ten (10) days prior to the permitted sale date, a copy of each bid package (together with any amendments to such
bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least ten (10) days prior to
the proposed sale date, a copy of the most recent appraisal for such Serviced Whole Loan, and any documents in the servicing file
reasonably requested by the holder of the related Serviced Pari Passu Companion Loan; and (d) until the sale is completed, and
a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder and the Risk
Retention Consultation Party) prior to the proposed sale date, all information and other documents being provided to other offerors
and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed
sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer
at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted to
submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan, the holder of the related
Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole
Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee
may (at its option and at the expense of the offering Interested Person purchaser) designate an independent third party expert
in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar to
the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes
a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such determination. If
the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon
such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker
opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested
Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested
Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense
shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to
use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.


 






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(e)       (i)
Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related Intercreditor Agreement,
the holder of the related AB Subordinate Companion Loan for each applicable Serviced AB Whole Loan will have the right to purchase
the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of the AB Subordinate Companion Loan
shall be given priority over any provision described in this Section 3.16 as and to the extent set forth in the related
Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate
Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related
AB Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)       Notwithstanding
anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase the related Mortgage
Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor
Agreement.


 


(f)       Unless
otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on
a servicing released basis.


 


(g)       In
the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section
3.17     Additional Obligations of Master Servicer and Special Servicer.  (a) The Master
Servicer shall deliver all Compensating Interest Payments with respect to the Mortgage Loans (other than the portion of any Compensating
Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement therefor. The Master Servicer shall
deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying
Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without any right of reimbursement therefor.


 


(b)       The
Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)       Upon
the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would
exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in
its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement
for such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination
Date, for successive one month periods for a total period not to exceed twelve (12) months (provided that, other than in
the case of an


 






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Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling
Class, any such deferral exceeding six (6) months shall require, prior to the occurrence and continuance of any Control Termination
Event, the consent of the Directing Certificateholder), and any election to so defer or not to defer shall be deemed to be in
accordance with the Servicing Standard. If the Master Servicer or the Trustee makes such an election at its sole option and in
its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest
thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable
in the subsequent collection period (subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent
period, such Nonrecoverable Advance shall again be payable first from principal collections as described above prior to
payment from other collections). In connection with a potential election by the Master Servicer or the Trustee to refrain from
the reimbursement of a particular Nonrecoverable Advance or portion thereof during the Collection Period for any Distribution
Date, the Master Servicer or the Trustee shall further be authorized to wait for principal collections on the Mortgage Loans serviced
by the Master Servicer to be received until the end of such Collection Period before making its determination of whether to refrain
from the reimbursement of a particular Nonrecoverable Advance or portion thereof; provided, however, that if, at
any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such
reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a Collection Period will exceed
the full amount of the principal portion of general collections on or in respect of Mortgage Loans deposited in the Collection
Account for such Distribution Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to
give the 17g-5 Information Provider fifteen (15) days’ notice of such determination for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances make such notice impractical,
which shall mean that (i) the Master Servicer or the Trustee, as the case may be, determines in its sole discretion that waiting
fifteen (15) days after such a notice could jeopardize its ability to recover such Nonrecoverable Advance, (ii) changed circumstances
or new or different information becomes known to the Master Servicer or the Trustee, as the case may be, that could affect or
cause a determination of whether any Advance is a Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable
Advance or the determination in clause (i) above, or (iii) in the case of the Master Servicer, it has not timely received
from the Trustee information required by the Master Servicer to determine whether to defer reimbursement for a Nonrecoverable
Advance. If any of the circumstances described in clause (i), (ii) or (iii) of the foregoing sentence apply,
the Master Servicer or Trustee, as applicable, shall give the 17g-5 Information Provider a notice for posting of the anticipated
reimbursement as soon as reasonably practicable. Notwithstanding the foregoing, failure to give notice as required by the preceding
or second preceding sentence shall in no way affect the Master Servicer’s or the Trustee’s election whether to refrain
from obtaining such reimbursement or right to obtain such reimbursement as described in this Section 3.17(c). Nothing herein
shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any
principal collections then available in the Collection Account pursuant to Section 3.05(a)(v). The Master Servicer or the
Trustee, as the case may be, shall have no liability for any loss, liability or expenses resulting from any notice provided to
the Rating Agencies contemplated by this Section 3.17(c).


 






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The
foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure
by such Person to comply with the conditions to making such an election under this Section 3.17 or to comply with the terms
of this Section 3.17 and the other provisions of this Agreement that apply once such an election, if any, has been made;
provided, however, that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do
so, benefits some classes of Certificateholders to the detriment of other classes shall not, with respect to the Master Servicer
or the Special Servicer, as applicable, constitute a violation of the Servicing Standard and/or with respect to the Trustee (solely
in its capacity as Trustee), constitute a violation of any fiduciary duty to Certificateholders or any contractual obligation
hereunder. If the Master Servicer or the Trustee, as the case may be, determines, in its sole discretion, to fully recover the
Nonrecoverable Advances immediately instead of deferring such reimbursement, then the Master Servicer or the Trustee, as applicable,
shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all
amounts in the Collection Account for such Distribution Date (deemed first from principal and then from interest).
Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance
or portion thereof with respect to any one or more collection periods shall not limit the accrual of interest at the Reimbursement
Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Master
Servicer’s or the Trustee’s, as the case may be, agreement to defer reimbursement of such Nonrecoverable Advances
as set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on the part of the
Master Servicer or the Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create
in the Certificateholders a right to prior payment of distributions over the Master Servicer’s or the Trustee’s, as
applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision
to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with
the Servicing Standard and none of the Master Servicer, the Trustee or the other parties to this Agreement shall have any liability
to one another or to any of the Certificateholders or any of the Companion Holders for any such election that such party makes
as contemplated by this Section 3.17 or for any losses, damages or other adverse economic or other effects that may arise
from such an election, nor shall such election constitute a violation of the Servicing Standard or any duty under this Agreement.
Neither the Master Servicer nor the Trustee shall have any liability whatsoever for making an election, or refraining from making
an election, that is authorized under this Section 3.17(c).


 


No
determination by the Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of
Advances and/or interest thereon under this section shall be construed as an agreement by the Master Servicer (or the Trustee,
as applicable) to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such
reimbursement during such period of deferral.


 


With
respect to any modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received),
the Master Servicer or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such
modification or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c).


 






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(d)       With
respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts
held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special Servicer,
as the case may be, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable
reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount
may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced
Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)       Within
one (1) Business Day after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer
or the Special Servicer, as the case may be, shall provide to the Certificate Administrator a copy of any such modification or
amendment of any Intercreditor Agreement, and such amendment or modification shall be a Reportable Event.


 


Section
3.18     Modifications, Waivers, Amendments and Consents.    (a) The Special Servicer
shall process waivers, modifications, amendments and consents with respect to Specially Serviced Loans and all such matters that
involve a Major Decision for all Serviced Mortgage Loans (and any related Serviced Companion Loan) that are Non-Specially Serviced
Loans, and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Serviced Mortgage
Loan or any related Serviced Companion Loan that, in either case, is not a Specially Serviced Loan and does not involve a Major
Decision. The Master Servicer and Special Servicer may mutually agree that a modification, waiver, amendment or consent that constitutes
a Major Decision shall be processed by the Master Servicer, subject to the Special Servicer’s consent. Except as set forth
in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(d), Section 3.18(h),
Section 3.18(i), Section 3.18(m) and Section 6.08, but subject to any other conditions set forth thereunder
and, with respect to any Serviced Mortgage Loan or any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject
to the rights of the related Companion Holder, as applicable, to advise or consult with the Master Servicer or the Special Servicer
with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor
Agreement), neither the Master Servicer or nor the Special Servicer shall modify, waive or amend the terms of a Mortgage Loan
and/or related Companion Loan (and the Special Servicer shall not consent to any such modification, waiver or amendment by the
Master Servicer) that would constitute a Major Decision without (x) (i) prior to the occurrence of a Control Termination Event
and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed
consent) of the Directing Certificateholder having been obtained by the Special Servicer to the extent required by, and pursuant
to the process described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control
Termination Event and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior
to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing
Certificateholder if and to the extent required pursuant to Section 6.08(a); and provided, further, that
no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the date provided for
in the last paragraph of Section 3.18(b). If such extension would


 






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extend the Maturity Date of such Mortgage Loan and/or
related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or
related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto
is not reasonably foreseeable, prior to any such extension, (1) the Special Servicer shall provide the Trustee, the Certificate
Administrator, the Master Servicer, the Operating Advisor, the Directing Certificateholder and the Risk Retention Consultation
Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and
continuance of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan
as to such party), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage
Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance
with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage
Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing
Standard, (x) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded
Loan with respect to the Directing Certificateholder, the Special Servicer shall obtain the consent (or deemed consent) of the
Directing Certificateholder, (y) after the occurrence and during the continuance of a Control Termination Event, but prior to
the occurrence and continuance of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect
to the Directing Certificateholder, consult with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance
of a Consultation Termination Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the
Risk Retention Consultation Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event,
with respect to any Mortgage Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with
the Risk Retention Consultation Party, in each case, pursuant to the process described in Section 6.08(a).


 


Notwithstanding
the foregoing, subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent
to, such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer,
with respect to Non-Specially Serviced Loans, without the consent of the Special Servicer or the Directing Certificateholder,
may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any
ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions
therein or correct any error; provided that, if the Serviced Mortgage Loan and/or related Serviced Companion Loan is not in default
or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section
1.860G-2(b).


 


Any
fees or other charges charged by the Master Servicer or the Special Servicer in connection with processing any Payment Accommodation
with respect to any Mortgage Loan or Serviced Whole Loan (in the aggregate with each other such Payment Accommodation with respect
to such Mortgage Loan or Serviced Whole Loan), in each case as a result of the COVID-19 emergency, shall not exceed an amount
equal to 0.30% of the Stated Principal Balance of


 






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such Mortgage Loan or Serviced Whole Loan (excluding attorneys’ fees and
third party expenses) and shall only be borne by the borrower, not the Trust.


 


Subject
to Section 6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master
Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or
more other parcels of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant
to the terms of the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is
not reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation
from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention
Consultation Party, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25))
and (ii) such substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced
Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the
Master Servicer or the Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of
the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense
of the Trust) with respect thereto).


 


Upon
receiving a request for any matter described in this Section 3.18(a) that constitutes a Major Decision with respect to
a Serviced Mortgage Loan that is not a Specially Serviced Loan, the Master Servicer shall forward such request to the Special
Servicer and, unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall process such request,
the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and, except as
provided in the next sentence, the Master Servicer shall have no further obligation with respect to such request or such Major
Decision. The Master Servicer shall cooperate with reasonable requests of the Special Servicer by delivering to the Special Servicer
any additional information in the Master Servicer’s possession reasonably requested by the Special Servicer relating to
such Major Decision. The Master Servicer shall not be required to interface with the Mortgagor or provide a written recommendation
and/or analysis with respect to any Major Decision. If the Master Servicer and the Special Servicer mutually agree that the Master
Servicer will (subject to the consent (or deemed consent) of the Special Servicer) process a request with respect to a Major Decision,
and the Master Servicer is recommending approval of such request, the Master Servicer will prepare and submit its written analysis
and recommendation to the Special Servicer with all information in the possession of the Master Servicer that the Special Servicer
may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer will be entitled (subject
to any applicable consultation rights of the Operating Advisor or any applicable consent or consultation rights of the Directing
Certificateholder or any applicable consultation rights of any related Companion Holders) to approve or disapprove any modification,
waiver, amendment or other action that constitutes a Major Decision. In addition, the Master Servicer shall provide


 






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the Special
Servicer with any notice that it receives relating to a default by the Mortgagor under a Ground Lease where the collateral for
the Mortgage Loan is the Ground Lease, and the Special Servicer will determine in accordance with the Servicing Standard whether
the Trust as lender should cure any Mortgagor defaults relating to Ground Leases. Any costs relating to any such cure of a Mortgagor
default relating to a Ground Lease shall be paid by the Master Servicer as a Servicing Advance.


 


(b)       If,
and only if, the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Serviced Mortgage Loan and/or
related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral) of the terms of
a Specially Serviced Loan with respect to which a payment default or other material default has occurred or a payment default
or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s
Certificate of the Special Servicer), is reasonably likely to produce a greater (or equivalent) recovery on a net present value
basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders,
as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer
may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (w) the provisions of this Section
3.18(b) and Section 3.18(c), (x)(a) the approval of the Directing Certificateholder with respect to any Major Decision,
with respect to any Mortgage Loan other than any Excluded Loan as to such party (prior to the occurrence and continuance of a
Control Termination Event or after the occurrence and during the continuance of a Control Termination Event, but prior to the
occurrence and continuance of a Consultation Termination Event, upon consultation with the Directing Certificateholder) as provided
in Section 6.08, and (b) with respect to any Major Decision in respect of a Specially Serviced Loan other than an Excluded
Loan with respect to the Risk Retention Consultation Party, upon consultation with the Risk Retention Consultation Party as provided
in Section 6.08, (y) with respect to any Serviced AB Whole Loan, any rights of the related Subordinate Companion Holder
to consent to such modification, waiver or amendment and (z) additionally, with respect to a Serviced Whole Loan, the rights of
the related Serviced Companion Noteholder or with respect to a Serviced Mortgage Loan with mezzanine debt, the rights of the related
mezzanine lender, to advise or consult with the Special Servicer with respect to, or consent to, such modification, waiver or
amendment, in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as
applicable; provided that with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related
AB Control Appraisal Period, the consent of, or consultation with, the related AB Whole Loan Controlling Holder will be required
to the extent set forth in the related Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation
rights, and the Risk Retention Consultation Party shall have no consultation rights, regarding the matter; provided, further,
that in the case of any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained
an Opinion of Counsel that such release or substitution would not be a “significant modification” of the Mortgage
Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event. Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder (regardless
of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating
Advisor, on a non-binding basis, in connection with the related


 






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transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


In
connection with (i) the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such
Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced
Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if
the related Mortgage Loan documents require the Master Servicer or the Special Servicer, as the case may be, to calculate (or
to approve the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged
Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties,
for purposes of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC
Provisions, exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.


 


If,
following any such release or taking, the loan-to-value ratio as calculated is greater than 125%, the Master Servicer or the Special
Servicer, as the case may be, shall require payment of principal by a “qualified amount” as determined under Revenue
Procedure 2010-30 or successor provisions, unless the related Mortgagor provides an Opinion of Counsel that if such amount is
not paid, the related Mortgage Loan will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code.


 


The
Special Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize
prior to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially
Serviced Loan for which it is acting as special servicer if such modification, waiver or amendment would (1) extend the maturity
date of any such Specially Serviced Loan to a date occurring later than the earlier of (a) five (5) years prior to the Rated Final
Distribution Date and (b) if such Specially Serviced Loan is secured solely or primarily by a leasehold estate and not also the
related fee interest, the date occurring twenty (20) years or, to the extent consistent with the Servicing Standard giving due
consideration to the remaining term of the ground lease and (A) prior to the occurrence and continuance of a Control Termination
Event, with the consent of the Directing Certificateholder and (B) to the extent such modification, waiver or amendment constitutes
a Major Decision, after consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a), (in each case,
other than with respect to a Mortgage Loan that is an Excluded Loan as to such party), ten (10) years prior to the expiration
of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor),
or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally
at the related Mortgage Rate.


 


(c)       Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by the Master Servicer or the Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent
or any modification, waiver or amendment of a Mortgage Loan or Companion


 






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Loan, as applicable (unless the amount thereof is specified
in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be
a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)       To
the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section
6.08), the Master Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section 3.18 if such
matter constitutes a Master Servicer Decision) or the Special Servicer (as provided in Section 3.08(a), Section 3.08(b)
and Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision or relates to a Specially
Serviced Loan) may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan
and/or Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable only if the contemplated
waiver, modification or amendment (i) will not be a “significant modification” of the Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause an Adverse REMIC Event. In making this determination, the
Master Servicer or the Special Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator
if obtained) an Opinion of Counsel (at the expense of the related Mortgagor or such other Person requesting such modification
or, if such expense cannot be collected from the related Mortgagor or such other Person, to be paid out of the Collection Account
pursuant to Section 3.05(a); provided that the Master Servicer or the Special Servicer, as the case may be, shall
use its reasonable efforts to collect such fee from the Mortgagor or such other Person to the extent permitted under the related
Mortgage Loan documents). Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer may waive the payment
of any Prepayment Premium or Yield Maintenance Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due
Date, or if not made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect to any
Mortgage Loan or Serviced Companion Loan that is not a Specially Serviced Loan.


 


(e)       Subject
to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request by
a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting
of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the
terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this
Agreement, require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing
compensation, a reasonable or customary fee, for the additional services performed in connection with such request; provided
that the charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(f)       All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and
the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the
Special Servicer in accordance with the Servicing Standard).


 






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(g)       With
respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18, the
Special Servicer, shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (after the
occurrence and during the continuance of a Control Termination Event), the Directing Certificateholder and the Risk Retention
Consultation Party (in the case of the Directing Certificateholder, other than following the occurrence and continuance of a Consultation
Termination Event, and in the case of the Directing Certificateholder or the Risk Retention Consultation Party, other than with
respect to any Excluded Loan as to such party), the applicable Companion Holder (or, to the extent the related Serviced Companion
Loan has been included in a securitization transaction, to the other master servicer under the related Other Pooling and Servicing
Agreement) (unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred,
if applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such
Mortgage Loan or the Directing Certificateholder or the Risk Retention Consultation Party) and the 17g-5 Information Provider
(which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
in writing of any modification, waiver or amendment (in each case, after it is finalized and executed) of any term of any Mortgage
Loan or Companion Loan that is modified, waived or amended and the date thereof. With respect to any modification, waiver or amendment
(in each case, after it is finalized and executed) for which it is responsible for processing pursuant to Section 3.18,
the Master Servicer, shall provide written notice of any such modification, waiver or amendment to the Trustee, the Certificate
Administrator, the Special Servicer, Directing Certificateholder (only prior to the occurrence and continuance of a Consultation
Termination Event, and other than with respect to an Excluded Loan as to such party), the Risk Retention Consultation Party (other
than with respect to an Excluded Loan as to such party), the applicable Companion Holder (or, to the extent the related Serviced
Companion Loan has been included in a securitization transaction, to the other master servicer under the related Other Pooling
and Servicing Agreement) (unless, with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period
has occurred, if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not the Master Servicer
or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder or Risk Retention Consultation Party) and the 17g-5 Information
Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section
3.13(c)). The party responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if
such notice is being delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the
agreement relating to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days) following
the execution thereof, with a copy to the applicable Companion Holder (or, to the extent the related Serviced Companion Loan has
been included in a securitization transaction, to the other master servicer under the related Other Pooling and Servicing Agreement),
if any. Following receipt of the Master Servicer’s or the Special Servicer’s, as the case may be, delivery of the
aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy
thereof to each Holder of a Certificate (other than the Class R or Class V Certificates). With respect to the processing of any
modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer (if
the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer
(if the Master Servicer processes such modification, waiver or consent


 






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pursuant to Sections 3.18(a) and (m) shall,
on or before the later of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5) Business Days immediately following
the Master Servicer or the Special Servicer, as the case may be, obtaining actual knowledge of the incurrence of such additional
debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit
JJ, to cts.sec.notifications@wellsfargo.com and an Additional Disclosure Notification in the form attached hereto as
Exhibit DD. The notice contemplated in the preceding sentence shall set forth, to the extent the Special Servicer or the
Master Servicer, as the case may be, has the requisite information or can reasonably obtain such information, (1) the amount of
additional debt that was incurred in the related Collection Period, (2) the total debt service coverage ratio calculated on the
basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan
and additional debt. In the event that either (i) the CREFC® Investor Reporting Package is amended to include such
information set forth above, in a manner reasonably acceptable to the Master Servicer, the Special Servicer and the Certificate
Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that such amended CREFC®
Investor Reporting Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably
acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report
in the form of Exhibit JJ shall no longer be required hereunder. From time to time, the Master Servicer, the Special Servicer
and the Certificate Administrator may agree on a different delivery time and format for the information set forth in this paragraph.


 


(h)       Subject
to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, the Master Servicer shall
process all defeasance transactions for the Mortgage Loans and shall be entitled to all defeasance fees paid related thereto (provided
that for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees or waiver fees in connection
with a defeasance that the Special Servicer is entitled to under this Agreement). Notwithstanding the foregoing, the Master Servicer
shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution of any Mortgaged
Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies with
Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting of
government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements
of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan
(or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such
substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at
maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage
Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related
Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest in such
substituted Mortgaged Property; provided, however, that, to the extent consistent with the related Mortgage Loan
documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition
to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion
Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor mortgagor,


 






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if so required by the Rating
Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents,
the Master Servicer shall use its reasonable efforts to require the related Mortgagor to pay all costs of such defeasance, including
but not limited to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible under the Mortgage Loan
documents and, if applicable, Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor,
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25); provided, further,
however, that no such confirmation from any Rating Agency shall be required to the extent that the Master Servicer has
delivered a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with
any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than
$35,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans a,
and (iii) a Mortgage Loan that is not one of the ten (10) largest Mortgage Loans by Stated Principal Balance. Notwithstanding
the foregoing, in the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and
(v) in the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall
be paid by the related Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


 


(i)       Notwithstanding
anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the contrary, the Master
Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of the defeasance
collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided that
such substitution is consistent with the Servicing Standard and the Master Servicer reasonably determines that allowing their
use would not cause a default or event of default to become reasonably foreseeable and the Master Servicer receives an Opinion
of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable or Companion
Loan documents or otherwise as a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant
modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not
otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided, further, that the requirements
set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation) are satisfied; and provided,
further, that such securities are backed by the full faith and credit of the United States government, or the Master Servicer
shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 






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Notwithstanding
the foregoing, with respect to (i) all of the Mortgage Loans originated or acquired by Bank of America, National Association that
are subject to defeasance (other than the 711 Fifth Avenue, 560 Mission Street, Central Self Storage Portfolio Idaho, Central
Self Storage – Broadway, Central Self Storage – Antioch, Central Self Storage – Concord, and Central Self Storage
– Dunlap Mortgage Loans) and (ii) all of the Mortgage Loans originated or acquired by Morgan Stanley Mortgage Capital Holdings
LLC that are subject to defeasance, each of Bank of America, National Association and Morgan Stanley Mortgage Capital Holdings
LLC, as applicable, has transferred to a third party or has retained on behalf of itself or an Affiliate the right to establish
or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral, in each case
as set forth in the related Mortgage Loan Purchase Agreement (any such right or obligation, the “Retained Defeasance
Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect to a
Mortgage Loan for which Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable,
is the related Mortgage Loan Seller, which such Mortgage Loan provides for Retained Defeasance Rights and Obligations in the related
Mortgage Loan documents, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice
of such defeasance request to Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable,
in the case of any such Mortgage Loan for which Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings
LLC, as applicable, is the related Mortgage Loan Seller. Until such time as Bank of America, National Association or Morgan Stanley
Mortgage Capital Holdings LLC, as applicable, provides the Master Servicer with written notice to the contrary, the notice of
a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which (i) Bank of America, National Association
is the related Mortgage Loan Seller shall be delivered to Bank of America, National Association, One Bryant Park, NY-100-11-07,
New York, New York 10036, Attention: Director of CMBS Securitization, email: leland.f.bunch@bofa.com, with copies to W.
Todd Stillerman, Associate General Counsel & Director, Bank of America Legal Department, 150 North College Street, Mail Code:
NC1-028-24-02, Charlotte, North Carolina 28255, email: todd.stillerman@bofa.com, and Hank LaBrun, Cadwalader, Wickersham
& Taft LLP, 227 West Trade Street, Charlotte, North Carolina 28202, email: henry.labrun@cwt.com or (ii) Morgan Stanley
Mortgage Capital Holdings LLC is the related Mortgage Loan Seller shall be delivered to Morgan Stanley Mortgage Capital Holdings
LLC, 1585 Broadway, New York, New York 10036, Attention: Jane Lam (with a copy to Morgan Stanley Mortgage Capital Holdings LLC,
1633 Broadway, 29th Floor, New York, New York 10019, Attention: Legal Compliance Division, and a copy by email to cmbs_notices@morganstanley.com).
With respect to any Mortgage Loan originated or acquired by Bank of America, National Association or Morgan Stanley Mortgage Capital
Holdings LLC, as applicable, that is subject to defeasance, if the successor borrower is not designated or formed by Bank of America,
National Association or Morgan Stanley Mortgage Capital Holdings LLC, as the case may be, or any Affiliate or successor thereto,
the successor borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


 


(j)       If
required under the related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the
Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which shall
be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance


 






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collateral substituted for any
Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage
Loan or Companion Loan documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to
be maintained in the Defeasance Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the
Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of
1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in
a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any
Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion
Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Aggregate Available Funds”
and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no
event shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of three
hundred sixty-five (365) days (or three hundred sixty-six (366) days in the case of a leap year).


 


(k)       Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as the case may be, shall, unless
it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise
paid out of general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage
Loan that (i) is one of the ten (10) largest Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal balance
that is at least equal to 5% of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)       Notwithstanding
anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in connection with
any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the Special Servicer
(with respect to Specially Serviced Loans and any such matter that involves a Major Decision for all Serviced Mortgage Loans (and
any related Serviced Companion Loan) that are Non-Specially Serviced Loans) or the Master Servicer (with respect to any Serviced
Mortgage Loan or any related Serviced Companion Loan that, in either case, is not a Specially Serviced Loan and does not involve
a Major Decision) shall not approve any such modification, waiver or amendment or consent thereto without first having received
a copy of an Opinion of Counsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent
or amendment will not cause an Adverse REMIC Event.


 


In
addition to the foregoing, the Master Servicer or the Special Servicer, as applicable, shall be allowed to grant a forbearance
on a Mortgage Loan related to the global COVID-19 emergency if (i) prior to the 2021 calendar year, the period of forbearance
granted, when added to any prior periods of forbearance granted before or after the Trust acquired such


 






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Mortgage Loan (whether
or not such prior grants of forbearance were covered by Section 5.02(2) of Revenue Procedure 2020-26), does not exceed six months
(or such longer period of time as may be allowed by guidance that is binding on federal income tax authorities) and such forbearance
is otherwise covered by Section 5.02(2) of Revenue Procedure 2020-26, (ii) such forbearance is permitted under another provision
of this Agreement and the requirements under such provision are satisfied, or (iii) an Opinion of Counsel is delivered to the
effect that such forbearance will not result in an Adverse REMIC Event.


 


(m)       Notwithstanding
any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor Agreement, the
Master Servicer may, without any Directing Certificateholder’s approval, consent or consultation (except as otherwise provided
below in the definition of Master Servicer Decision), Risk Retention Consultation Party’s consultation or the Special Servicer’s
approval, consent or consultation take any of the following actions with respect to Mortgage Loans that are not Specially Serviced
Loans and any related Serviced Companion Loan (each such action, a “Master Servicer Decision”): (i) grant waivers
of non-material covenant defaults (other than financial covenants) including late (but not waived) financial statements (except
that, other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority
of the Controlling Class, and prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder’s
consent (or deemed consent) shall be required to grant waivers of more than three (3) consecutive late deliveries of financial
statements); (ii) consents to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially
affect the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect
of the Mortgage Loan as and when due, provided such releases are required by the related Mortgage Loan documents; (iii) approve
or consent to grants of easements or rights of way (including, without limitation, for utilities, access, parking, public improvements
or another purpose) or subordination of the lien of the Mortgage Loan to easements except that, prior to the occurrence and continuance
of a Control Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder
or the holder of the majority of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent) shall
be required to approve or consent to grants of easements or rights of way that materially affect the use or value of a Mortgaged
Property or a Mortgagor’s ability to make payments with respect to the related Mortgage Loan or any related Companion Loan;
(iv) grant other routine approvals, including granting of subordination, non-disturbance and attornment agreements and consents
involving leasing activities, including approval of new leases and amendments to current leases (other than for ground leases)
(provided that, prior to the occurrence and continuance of a Control Termination Event and other than in the case of any
Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, the Directing
Certificateholder’s consent (or deemed consent) shall be required for leasing activities that affect an area greater than
or equal to the lesser of (1) 30% of the net rentable area of the improvements at the Mortgaged Property or (2) 30,000 square
feet), including approval of new leases and amendments to current leases; (v) consent to actions and releases related to condemnation
of parcels of a Mortgaged Property (provided that, prior to the occurrence and continuance of a Control Termination Event
and other than in the case of any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority
of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent) shall be required in connection
with any condemnation with respect to a material parcel or a material income producing parcel or any


 






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condemnation that materially
affects the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect
of the related Mortgage Loan or any related Companion Loan when due); (vi) consent to a change in property management relating
to any Mortgage Loan or any related Companion Loan if the replacement property manager is not a Borrower Party (provided
that, prior to the occurrence and continuance of any Control Termination Event, and other than in the case of any Excluded Loan
with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, the Directing Certificateholder’s
consent (or deemed consent) shall be required for any Mortgage Loan (including any related Companion Loans) that has an outstanding
principal balance equal to or greater than $10,000,000); (vii) approve annual operating budgets for Mortgage Loans; (viii) consent
to any releases or reductions of or withdrawals from (as applicable) any letters of credit, escrow funds, reserve funds or other
additional collateral with respect to any Mortgage Loan, other than any release, reduction, or withdrawal that would constitute
a Major Decision; (ix) grant any extension or enter into any forbearance with respect to the anticipated refinancing of a Mortgage
Loan or sale of a Mortgaged Property after the related Maturity Date of such Mortgage Loan so long as (A) such extension or forbearance
does not extend beyond 120 days after the related Maturity Date and (B) the related Mortgagor, on or before the related Maturity
Date, has delivered a financing commitment or contract of sale, in either case subject only to normal closing conditions and reasonably
satisfactory in form and substance to the Master Servicer, which provides that a refinancing of such Mortgage Loan or sale of
the related Mortgaged Property will occur within 120 days after the date on which such Balloon Payment will become due; (x) any
modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement, except that (other than
with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling
Class and other than amendments to split or resize notes consistent with the terms of such Intercreditor Agreement) the Directing
Certificateholder’s consent shall be required for any such modification to an Intercreditor Agreement other than during
a Control Termination Event, and if any such modification or amendment would adversely impact the Special Servicer, such modification
or amendment will additionally require the consent of the Special Servicer as a condition to its effectiveness; (xi) any determination
of an Acceptable Insurance Default, except that, prior to the occurrence and continuance of a Control Termination Event and other
than in the case of any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling
Class, the Directing Certificateholder’s consent (or deemed consent) shall be required in accordance with this Agreement
for any such determination; (xii) approve or consent to any defeasance of the related Mortgage Loan or Serviced Companion Loan
other than agreeing to (A) a modification of the type of defeasance collateral required under the Mortgage Loan or Serviced Whole
Loan documents such that defeasance collateral other than direct, non-callable obligations of the United States would be permitted
or (B) a modification that would permit a principal prepayment instead of defeasance if the Mortgage Loan or Serviced Whole Loan
documents do not otherwise permit such principal prepayment; (xiii) [reserved]; (xiv) any assumption of the Mortgage Loan or transfer
of the Mortgaged Property, in each case, that the Mortgage Loan documents allow without the consent of the lender but subject
to satisfaction of conditions specified in the Mortgage Loan documents where no lender discretion is necessary in order to determine
if such conditions are satisfied; (xv) [reserved]; and (xvi) grant or agree to any other waiver, modification, amendment and/or
consent that does not constitute a Major Decision; provided that (w) any such action would not in any way affect a payment
term


 






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of the Certificates, (x) any such action would not constitute a “significant modification” of such Mortgage Loan
or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause either Trust REMIC to fail
to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of Counsel (at the expense of the Trust to the
extent not reimbursed or paid by the related Mortgagor), to the extent requesting such opinion is consistent with the Servicing
Standard), (y) agreeing to such action would be consistent with the Servicing Standard, and (z) agreeing to such action would
not violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement; provided, further,
that, with respect to any Serviced AB Whole Loan, the foregoing matters shall not include (and Master Servicer Decision shall
not include) any action that constitutes a “major decision” under the related Intercreditor Agreement. In the case
of any Master Servicer Decision that requires the consent of the Directing Certificateholder, such consent shall be deemed given
if a response to the request for consent is not provided within ten (10) Business Days after receipt of the Master Servicer’s
written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably
available to the Master Servicer in order to grant or withhold such consent. In connection with the processing by the Master Servicer
of any Master Servicer Decision that requires the consent of the Directing Certificateholder, the Master Servicer shall deliver
notice thereof to the Special Servicer and, prior to the occurrence and continuance of a Consultation Termination Event and other
than in respect of any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling
Class, to the Directing Certificateholder, except to the extent that the Special Servicer or the Directing Certificateholder notifies
the Master Servicer that it does not desire to receive copies of such items. The foregoing is intended to be an itemization of
actions the Master Servicer may take without having to obtain the approval of any other party and is not intended to limit the
responsibilities of the Master Servicer hereunder.


 


(n)       Neither
the Master Servicer nor the Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the documents evidencing
such modification provide that all payments on the junior or “B” portion of such AB Modified Loan (including interest,
principal and other amounts) shall only be payable after the point in time at which all interest and principal on the senior or
“A” portion of such AB Modified Loan shall have been paid in full and such senior or “A” portion shall
no longer be outstanding; provided, however, that interest and other amounts in respect of such junior or “B” portion
may accrue prior to such point in time.


 


(o)       Notwithstanding
anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer shall enter into, or structure
(including, without limitation, by way of the application of credits, discounts, forgiveness or otherwise), any modification,
waiver, amendment, work-out, consent or approval with respect to a Mortgage Loan in a manner that would be inconsistent with the
allocation and payment priorities set forth in Section 3.02(b) hereof or in the related Intercreditor Agreement, if any.


 


Section
3.19     Transfer of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping;
Asset Status Report.  (a) Upon determining that a Servicing Transfer Event has occurred with respect to any Serviced
Mortgage Loan or Serviced Companion Loan, the Master Servicer or the Special Servicer, as the case may be, shall promptly give
notice to the Master Servicer or the Special Servicer, as the case may be, the Operating Advisor and the


 






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Directing Certificateholder (in the case of the Directing
Certificateholder, (i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect
to any Excluded Loan as to such party) thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing
File to the Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all Privileged Communications,
to the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the Special Servicer with all documents
and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Mortgage
Loan and, if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise available
to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume
its functions hereunder with respect thereto. The Master Servicer shall use its reasonable efforts to comply with the preceding
sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses
(iii), (iv), (viii) or (ix) of the definition of Servicing Transfer Event, within five (5) Business Days
of receiving notice from the Special Servicer of such Servicing Transfer Event when the Special Servicer makes the determination)
and in any event shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related
Serviced Companion Loan until the Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the related
Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor,
the Directing Certificateholder (with respect to the Directing Certificateholder (i) prior to the occurrence and continuance of
a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to such party), a copy of the notice
of such Servicing Transfer Event provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master
Servicer, pursuant to this Section 3.19. Prior to the occurrence and continuance of a Consultation Termination Event, the
Certificate Administrator shall deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer
Event provided by the Master Servicer pursuant to this Section 3.19.


 


Upon
determining that a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three (3)
consecutive Periodic Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable
judgment of the Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage
Loan and, if applicable, the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto,
the Special Servicer shall promptly give notice thereof to the Master Servicer, the Operating Advisor, the related Serviced Companion
Noteholder (unless with respect to an AB Subordinate Companion Loan an AB Control Appraisal Period has occurred) and the Directing
Certificateholder (with respect to the Directing Certificateholder, (i) prior to the occurrence and continuance of a Consultation
Termination Event and (ii) other than with respect to any Excluded Loan as to such party) and shall return the related Mortgage
File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon
giving such notice, and returning such Mortgage File and Servicing File to the Master Servicer, the Special Servicer’s obligation
to service such Corrected Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage
Loan and, if applicable, the related Companion Loan shall recommence.


 






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(b)       In
servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent
within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies
of any additional related Mortgage Loan or Serviced Companion Loan information including material written correspondence with
the related Mortgagor.


 


(c)       Notwithstanding
the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage Loan)
and shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special
Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require the
Master Servicer to produce any additional reports.


 


(d)       No
later than sixty (60) days after a Servicing Transfer Event for a Serviced Mortgage Loan and, if applicable, the related Companion
Loan, the Special Servicer shall deliver in electronic format a report (the “Asset Status Report”) with respect
to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged Property to the Master Servicer, the
Directing Certificateholder (but with respect to the Directing Certificateholder, only in respect of any Mortgage Loan other than
(A) any Excluded Loan as to such party or (B) any Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period,
and in any event prior to the occurrence and continuance of a Consultation Termination Event), any related Subordinate Companion
Holder prior to an AB Control Appraisal Period with respect to any Serviced AB Whole Loan, the Risk Retention Consultation Party
(but only with respect to any Mortgage Loan other than an Excluded Loan as to such party), the Operating Advisor (but, other than
with respect to an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling
Class, only after the occurrence and during the continuance of a Control Termination Event and, with respect to any Serviced AB
Whole Loan, only to the extent that such Whole Loan is subject to an AB Control Appraisal Period) and the 17g-5 Information Provider
(which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
and, with respect to any related Serviced Companion Loan, to the related Companion Holder or, to the extent the related Serviced
Companion Loan has been included in an Other Securitization, to the applicable master servicer of such Other Securitization into
which the related Serviced Companion Loan has been sold; the Special Servicer shall also deliver a summary of each Final Asset
Status Report to the Certificate Administrator and the Certificate Administrator shall post the summary of the Final Asset Status
Report to the Certificate Administrator’s Website. For the avoidance of doubt, the Master Servicer shall not make any Asset
Status Reports available to any Certificateholders on its website. None of the parties to this Agreement shall provide any Asset
Status Report or any Final Asset Status Report to the Certificate Administrator. Further, the Certificate Administrator shall
not request any Asset Status Report or Final Asset Status Report from the Master Servicer. Such Asset Status Report shall set
forth the following information to the extent reasonably determinable based on the information that was delivered to the Special
Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:


 






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(i)       a
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)       a
discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing
Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other
collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel has been
retained;


 


(iii)       the
most current rent roll, and income or operating statement available for the related Mortgaged Property;


 


(iv)       (A)
the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including
the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for
regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the Special
Servicer in connection with the proposed or taken actions;


 


(v)       the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 


(vi)       a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


 


(vii)       the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)       an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net
present value calculation and all related assumptions;


 


(ix)       the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 


(x)       such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


If
within ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset
Status Report in writing or if the






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Special Servicer makes a determination, in accordance with the Servicing Standard that the
disapproval by the Directing Certificateholder (communicated to the Special Servicer within ten (10) Business Days) is not in
the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into
account the pari passu or subordinate nature of any Companion Loan), the Special Servicer shall implement the recommended
action as outlined in such Asset Status Report; provided, however, that the Special Servicer may not take any action
that is contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage Loan documents. If, with respect
to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority
of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event, the Directing Certificateholder
disapproves such Asset Status Report within ten (10) Business Days of receipt and the Special Servicer has not made the affirmative
determination described above, the Special Servicer shall revise such Asset Status Report and deliver a new Asset Status Report
as soon as practicable, but in no event later than thirty (30) days after such disapproval, to the Master Servicer, the Directing
Certificateholder (prior to the occurrence and continuance of a Consultation Termination Event and, in the case of a Serviced
AB Whole Loan, only prior to the occurrence and continuance of a Consultation Termination Event and during an AB Control Appraisal
Period with respect to the related AB Subordinate Companion Loan), the Operating Advisor (but only after the occurrence and during
the continuance of a Control Termination Event) and the 17g-5 Information Provider (which shall promptly post such report on the
17g-5 Information Provider’s Website in accordance with Section 3.13(c)). With respect to any Mortgage Loan other
than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class,
prior to the occurrence and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status
Report as described above in this Section 3.19(d) until the Directing Certificateholder shall fail to disapprove such revised
Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special
Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of
the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into account the pari passu
or subordinate nature of any Companion Loan); provided that, if the Directing Certificateholder has not approved the
Asset Status Report for a period of sixty (60) Business Days following the first submission of an Asset Status Report, the Special
Servicer, prior to the occurrence and continuance of a Control Termination Event, shall act pursuant to the Directing Certificateholder’s
direction, if consistent with the Servicing Standard, and after the occurrence and continuance of a Control Termination Event,
may act upon the most recently submitted form of Asset Status Report, if consistent with the Servicing Standard; provided,
however, that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically
required pursuant to Section 6.08. The Special Servicer may, from time to time, modify any Asset Status Report it has previously
delivered and implement such report; provided that such report shall have been prepared, reviewed and not rejected pursuant
to the terms of this Section 3.19(d). Notwithstanding anything herein to the contrary, with respect to any Excluded Loan
with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class (regardless of whether
a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on
a non-binding basis, in connection with an Asset Status Report for an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class that


 






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includes a Major Decision and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting
with the Operating Advisor.


 


No
direction or disapproval of the Directing Certificateholder hereunder or under a related Intercreditor Agreement or failure of
the Directing Certificateholder to consent to or approve (including any deemed consents or approvals) any request of the Special
Servicer, shall (a) require or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or
any provision of this Agreement, including the Special Servicer’s obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, or (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, or (c) expose
the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee,
the Certificate Administrator or their respective officers, directors, members, employees or agents to any claim, suit or liability
or (d) materially expand the scope of the Special Servicer’s, the Trustee’s or the Master Servicer’s responsibilities
under this Agreement.


 


Prior
to the occurrence and continuance of a Control Termination Event, the Special Servicer shall deliver each Final Asset Status Report
to the Operating Advisor promptly following the approval or deemed approval of the Directing Certificateholder.


 


If
a Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both a Control Termination
Event has occurred and is continuing and an AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver
each Asset Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and the Directing Certificateholder
(if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan
as to such party)). The Operating Advisor shall provide comments to the Special Servicer in respect of the Asset Status Report,
if any, within ten (10) Business Days following the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional
information reasonably requested by the Operating Advisor related thereto, and propose possible alternative courses of action
to the extent it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders
that are holders of the Control Eligible Certificates), as a collective whole. The Special Servicer shall consider such alternative
courses of action and any other feedback provided by the Operating Advisor (and the Directing Certificateholder (in each case,
if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan as
to such party or a Non-Serviced Mortgage Loan)) in connection with the Special Servicer’s preparation of any Asset Status
Report. The Special Servicer may revise the Asset Status Report as it deems necessary to take into account any input and/or comments
from the Operating Advisor (and the Directing Certificateholder (if no Consultation Termination Event has occurred and is continuing
and such Specially Serviced Loan is not an Excluded Loan as to such party)), to the extent the Special Servicer determines that
the Operating Advisor’s and/or Directing Certificateholder’s input and/or recommendations are consistent with the
Servicing Standard and in the best interest of the Certificateholders as a collective whole (or, with respect to a Serviced Whole
Loan, the best interest of the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking


 






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into account the pari passu or subordinate nature of such Companion Loan)). Promptly upon determining whether or not to revise
any Asset Status Report to take into account any input and/or comments from the Operating Advisor or the Directing Certificateholder,
the Special Servicer shall revise the Asset Status Report, if applicable, and deliver to the Operating Advisor and the Directing
Certificateholder the revised Asset Status Report (until a Final Asset Status Report is issued).


 


After
the occurrence and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), the Directing Certificateholder
shall have no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during the
continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the
Directing Certificateholder (except with respect to any Excluded Loan as to such party or any Serviced AB Whole Loan prior to
the occurrence and continuance of an AB Control Appraisal Period) and the Operating Advisor shall consult with the Special Servicer
and propose alternative courses of action and provide other feedback in respect of any Asset Status Report. The Directing Certificateholder
(other than in its capacity as a Certificateholder) (in each case, after the occurrence and during the continuance of a Consultation
Termination Event (and at any time with respect to any Excluded Loan as to such party)), shall have no right to receive any Asset
Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall
only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above. The Special
Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard
to take into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder during the applicable
periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing
Certificateholder.


 


Notwithstanding
the foregoing, prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion
Loan, the Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced
Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval
rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be
as set forth in the related Intercreditor Agreement.


 


(e)       (i)Upon
receiving notice of the occurrence of the events described in clause (iv) or (ix) of the definition of Servicing
Transfer Event (without regard to the 60-day period set forth therein), the Master Servicer shall with reasonable promptness give
notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information relating to the Mortgage
Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it to negotiate with the related Mortgagor.
The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the
occurrence of each such event.


 






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(ii)       After
the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event
described in clause (iv) or (ix) of the definition of Servicing Transfer Event (without regard to the 60-day period
set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such notice is
provided to the Special Servicer pursuant to clause (i) above.


 


(f)       Prior
to the occurrence and continuance of a Control Termination Event, no later than five (5) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan, the Special Servicer shall deliver in electronic format
to the Directing Certificateholder (other than with respect to any Excluded Loan as to such party) a draft notice that will include
a draft summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include
any Privileged Information) (and shall deliver each Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the
occurrence and continuance of an AB Control Appraisal Period (to the extent approved by the related AB Whole Loan Controlling
Holder), to the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority of the Controlling Class, if, prior to the occurrence and continuance
of a Control Termination Event, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder
approves of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice
and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such
new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided,
however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report
within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent
draft summary of the Final Asset Status Report delivered by the Special Servicer prior to such twentieth (20th) Business Day shall
be deemed to be the final summary of the Final Asset Status Report; provided, further, however, that if at
any time the Special Servicer determines that any affirmative disapproval of such draft summary by the Directing Certificateholder
is not in the best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole
(taking into account the pari passu or subordinate nature of any Companion Loan), pursuant to the Servicing Standard, the
Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate
Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding
such disapproval. The Special Servicer shall promptly deliver (but in any event no later than five (5) Business Days following
its completion) a copy of each Final Asset Status Report to the Operating Advisor. The Special Servicer shall prepare a summary
of any Final Asset Status Report related to any Serviced AB Whole Loan for which the related holder of an AB Subordinate Companion
Loan is not subject to an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by
the holder of the related AB Subordinate Companion Loan in accordance with the related Intercreditor Agreement (to the extent
such Intercreditor Agreement requires such approval or deemed approval), and deliver in electronic format notice of such Final
Asset Status Report and the summary of such Final Asset


 






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Status Report to the Certificate Administrator for posting on the Certificate
Administrator’s Website pursuant to Section 3.13(b).


 


(g)       No
provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because
of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section
3.20     Sub-Servicing Agreements.  (a) The Master Servicer and the Special Servicer may
enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its respective obligations
hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all
material respects and requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides
that if the Master Servicer or the Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder
(including, without limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon assume
all of the rights and, except to the extent they arose prior to the date of assumption, obligations of such party under such agreement,
or, alternatively, may act in accordance with Section 7.02 under the circumstances described therein (subject to Section
3.20(g)); (iii) provides that the Trustee (for the benefit of the Certificateholders and the related Companion Holder (if
applicable)) and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing
Agreement, but that (except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated
by the immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator,
the Master Servicer or Special Servicer, as applicable, (other than the Master Servicer or Special Servicer that enters into such
Sub-Servicing Agreement) any successor master servicer or successor special servicer or any Certificateholder (or the related
Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom;
(iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect
to such purchased Mortgage Loan at its option and without penalty; provided, however, that the Initial Sub-Servicing
Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g) and in such additional
manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct
rights of indemnification that may be satisfied out of assets of the Trust except through the Master Servicer or the Special Servicer,
as the case may be, if and only to the extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer
to modify any Mortgage Loan unless and to the extent the Master Servicer or the Special Servicer, as the case may be, is permitted
hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision
without the consent of the Master Servicer or the Special Servicer, as applicable (which consent shall not be granted except in
accordance with Section 6.08); (viii) with respect to any Sub-Servicing Agreement entered into after the Closing Date,
if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related
Sub-Servicing Agreement is entered into, is not a Prohibited Party and (ix) provides that the Sub-Servicer shall be in default
under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any
applicable grace period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to
be delivered to the Master Servicer, the Certificate Administrator or the Depositor under Article XI or under the


 






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Sub-Servicing
Agreement or to the applicable master servicer under any other pooling and servicing agreement that the Depositor is a party to,
or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement regarding
creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations
under Article XI or under the Exchange Act reporting items required under any other pooling and servicing agreement that
the Depositor is a party to. Any successor master servicer or successor special servicer, as applicable, hereunder shall, upon
becoming a successor master servicer or successor special servicer, as applicable, be assigned and may assume any Sub-Servicing
Agreements from the applicable predecessor Master Servicer or Special Servicer, as the case may be (subject to Section 3.20(g)).
In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need not provide that the obligations of
the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan
becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing
Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue to make
all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement with respect to Specially Serviced
Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO
Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental services with respect
to such Specially Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing Agreement. The Master
Servicer or Special Servicer, as the case may be, shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any
amendments thereto and modifications thereof, entered into by it, in each case promptly upon its execution and delivery of such
documents. References in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be
taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer
(if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations
of the Master Servicer hereunder to make Advances shall be deemed to have been advanced by the Master Servicer out of its own
funds and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the
same funds as if such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding, such Advances shall accrue
interest in accordance with Section 3.03(d), such interest to be allocable between the Master Servicer and such Sub-Servicer
as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master
Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment. The Master Servicer
or the Special Servicer, as the case may be, shall notify the Master Servicer or the Special Servicer, as the case may be, the
Trustee and the Depositor (and the Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment
by it of any Sub-Servicer, except that the Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)       Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of
the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 






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(c)       As
part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee and the
Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce
the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the Master Servicer shall
be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of Article XI.
Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent
and at such time as is in accordance with the Servicing Standard. The Master Servicer shall have the right to remove a Sub-Servicer
retained by it pursuant to the terms of the related Sub-Servicing Agreement.


 


(d)       In
the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of the Master
Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being
serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts
to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)       Notwithstanding
the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided in Article XI
with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer shall remain obligated
and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder and the Certificateholders
for the performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent
and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it is responsible,
and the Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event shall
the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination
under any Sub-Servicing Agreement.


 


(f)       The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to
enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)       Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer,
the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its
provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations
of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing


 






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Agreement
without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner
which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)       With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 


(i)       Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement that provides for
the performance by third parties of any or all of its obligations herein, without, prior to the occurrence and continuance of
any Control Termination Event and other than with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class, the consent of the Directing Certificateholder, except
to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


Section
3.21     Interest Reserve Account.


 


(a)       On
the P&I Advance Date occurring in each February or in any January that occurs in a year that is not a leap year (in each case,
unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360
Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated
Principal Balance of the Actual/360 Mortgage Loans as of the Distribution Date occurring in the month preceding the month in which
the P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is
made in respect thereof (all amounts so deposited in any consecutive February and January, “Withheld Amounts”).


 


(b)       On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section
3.22     Directing Certificateholder and Operating Advisor Contact with the Master Servicer and the
Special Servicer.  Within a reasonable time upon request from the Directing Certificateholder or the Operating Advisor,
as applicable, and no more often than on a monthly basis, each of the Master Servicer and the Special Servicer shall, without
charge, make a knowledgeable Servicing Officer via telephone available to verbally answer questions from (a) the Directing Certificateholder
((i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded
Loan as to such party) and


 






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(b) upon the occurrence and during the continuance of any Control Termination Event, the Operating
Advisor (with respect to the Special Servicer only), regarding the performance and servicing of the Mortgage Loans and/or REO
Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible.


 


Section
3.23     Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention
Consultation Party; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party.  (a)
Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide
its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the Special
Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice to each such
Person substantially in the form of Exhibit MM attached hereto, the selection of a Directing Certificateholder or the resignation
or removal thereof. The Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) is hereby deemed
to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder and
when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the Special
Servicer, it shall be the Directing Certificateholder.


 


On
the Closing Date, the initial Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) shall execute
a certification substantially in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal of the existing
Directing Certificateholder (other than the Loan-Specific Directing Certificateholder), any successor directing certificateholder
shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement
prior to being recognized as the new Directing Certificateholder.


 


On
the Closing Date, the initial Risk Retention Consultation Party shall execute a certification substantially in the form of Exhibit
P-1H to this Agreement. Upon the resignation or removal of the existing Risk Retention Consultation Party, any successor Risk
Retention Consultation Party shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit
P-1H to this Agreement prior to being recognized as the new Risk Retention Consultation Party.


 


(b)       Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or the Directing Certificateholder shall have notified the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing,
of the resignation of the Directing Certificateholder or the selection of a new Directing Certificateholder. In the event that
(i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written
notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated


 






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and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class
(or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing
Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator and notify
the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the
new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator, the Special Servicer,
the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided by the purported Controlling
Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class without independently verifying
that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling Class.
The foregoing provisions shall not be applicable to the Directing Certificateholder that is a Loan-Specific Directing Certificateholder.
Additionally, once a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the
Depositor, the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate
Owner, if applicable) shall be entitled to rely on such selection unless the Holders of the RR Interest entitled to appoint the
Risk Retention Consultation Party, by Certificate Balance, or such Risk Retention Consultation Party shall have notified the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Holder of the
RR Interest, in writing, of the selection of a new Risk Retention Consultation Party.


 


(c)       Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder, the Directing Certificateholder and the Risk Retention Consultation Party.


 


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


 


(e)       Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the
Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or Risk Retention Consultation Party or the existence of a new Controlling Class Certificateholder, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the Master Servicer and the


 






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Special Servicer. Notwithstanding the foregoing,
(a) LD II Holdco XI LLC shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant
to the terms of this Agreement or until a Consultation Termination Event occurs and is continuing, and (b) Bank of America, National
Association shall be the initial Risk Retention Consultation Party and shall remain so until a successor is appointed pursuant
to the terms of this Agreement or until a Consultation Termination Event occurs and is continuing.


 


Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing
Certificateholder and the Risk Retention Consultation Party.


 


(f)       If
the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator
shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.


 


(g)       Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Directing Certificateholder may
have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the
Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class or in its own interest; (iii)
the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the
Controlling Class (or in the case of the Loan-Specific Directing Certificateholder has no liabilities or duties to the Controlling
Class or the Holders of any Class of Certificates); (iv) the Directing Certificateholder may take actions that favor interests
of the Holders of one or more Classes including the Controlling Class over the interests of the Holders of one or more other Classes
of Certificates; and (v) the Directing Certificateholder shall have no liability whatsoever (other than to a Controlling Class
Certificateholder; provided that the Loan-Specific Directing Certificateholder shall have no such liability) for having
so acted as set forth in clauses (i) through (v) above, and no Certificateholder may take any action whatsoever
against the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder
for having so acted.


 


Each
Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii)
the Risk Retention Consultation Party may act solely in the interests of the Holders of the RR Interest; (iii) the Risk Retention
Consultation Party does not have any liability or duties to the Holders of any Class of Certificates other than the RR Interest;
(iv) the Risk Retention Consultation Party may take actions that favor interests of the Holders of one or more Classes including
the RR Interest over the interests of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation
Party shall have no liability whatsoever (other than to a Holder of an RR Interest) for having so acted as set forth in clauses
(i) through (iv) above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation
Party or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so acted.


 






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(h)       All
requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each
Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable;
provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Intercreditor Agreement.


 


(i)       Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder, the Risk Retention Consultation Party and any AB
Whole Loan Controlling Holder.


 


(j)       With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)       The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, the Special Servicer, Certificate Administrator, Trustee, or any Certificateholder
and provide such information to the requesting party.


 


(l)       At
any time that the Controlling Class Certificateholder is the Holder of a majority of the Class F Certificates and the Class F
Certificates are the Controlling Class, such Controlling Class Certificateholder may waive its right (a) to appoint the Directing
Certificateholder and (b) to exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable
written notice delivered to the Depositor, the Certificate Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com),
the Master Servicer, the Special Servicer and the Operating Advisor. Notwithstanding anything to the contrary contained herein,
during such time as a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation
of clause (ii) of the definition of Control Termination Event and clause (ii) of the definition of Consultation
Termination Event, such Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence
and have not occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably
waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion
of its interest in the Class F Certificates if such unaffiliated third party holds the majority of the Controlling Class after
giving effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving
Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to
appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to
any prior waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to
irrevocably waive its right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling Class
Certificateholder. The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class


 






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Certificateholder. No Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that
became a Specially Serviced Loan prior to the sale or transfer of the Class F Certificates to the Non-Waiving Successor and had
not also become a Corrected Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


 


(m)       Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement
made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10)
Business Days of the existence or cessation of (i) any Control Termination Event or (ii) any Consultation Termination Event. Upon
the Certificate Administrator’s determination that a Control Termination Event or a Consultation Termination Event has occurred
or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the
Certificate Administrator’s Website pursuant to this provision.


 


In
the event that a Control Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice
shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates
to less than 25% of the aggregate Original Certificate Balance thereof, with regard to the application of any Cumulative Appraisal
Reduction Amounts.”


 


In
the event that a Consultation Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice
shall state “A Consultation Termination Event has occurred due to the reduction of the Certificate Balance of the Class
F Certificates to less than 25% of the aggregate Original Certificate Balance thereof, without regard to the application of any
Cumulative Appraisal Reduction Amounts.”


 


In
the event that a Control Termination Event or Consultation Termination Event has occurred pursuant to clause (ii) of the definition
of each of such terms, such special notice shall state “A Control Termination Event and a Consultation Termination Event
has occurred due to the irrevocable waiver by the applicable Controlling Class Certificateholder of its rights as Controlling
Class Certificateholder.”


 


In
the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates
below 25% of its Original Certificate Balance, in each case without regard to the application of any Cumulative Appraisal Reduction
Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control Eligible
Certificates exists where such class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate
Balance of that class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In
the event of any transfer of a Class F Certificate, and upon notice to the Certificate Administrator in the form of Exhibit
MM that results in a termination of a Control


 






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Termination Event or a Consultation Termination Event, such “special notice”
shall state: “A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect
due to a transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated
any waiver by the prior Holder.”


 


The
Directing Certificateholder shall not have any consent or consultation rights with respect to any Mortgage Loan determined to
be an Excluded Loan as to either the Directing Certificateholder or the Holder of the majority of the Controlling Class. Notwithstanding
the proviso to each of the definitions of “Control Termination Event” and “Consultation Termination Event”,
in either such case, in respect of the servicing of any such Excluded Loan, a Control Termination Event and a Consultation Termination
Event will each be deemed to have occurred with respect to any such Excluded Loan.


 


The
Risk Retention Consultation Party shall not have any consultation rights with respect to any Mortgage Loan determined to be an
Excluded Loan as to either such Risk Retention Consultation Party or the Holder of the majority of the RR Interest.


 


Section
3.24     Intercreditor Agreements.  (a) The Master Servicer and Special Servicer acknowledges
and agrees that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject
to the terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, and
each Mortgage Loan with mezzanine debt, in accordance with the related Intercreditor Agreement and this Agreement, including,
without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor
Agreement and, in the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement,
the related Intercreditor Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer
and Special Servicer agrees not to take any action with respect to a Serviced Whole Loan, or a Mortgage Loan with mezzanine debt,
or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable,
to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable,
is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that
each Companion Holder and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan
pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein.
The Master Servicer and the Special Servicer further acknowledges and agrees that any AB Whole Loan Controlling Holder will have
the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, to the extent provided for
herein and in the related Intercreditor Agreement.


 


(b)       Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any


 






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instruction or
direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or the Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer
be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or
mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which
notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the
Master Servicer or the Special Servicer, as the case may be, be required to consult with or obtain the consent of a new Directing
Certificateholder or a new Controlling Class Certificateholder or consult with a new Risk Retention Consultation Party unless
the Certificate Administrator has delivered notice to the Master Servicer or the Special Servicer, as applicable, as required
under Section 3.23(e) or the Master Servicer or the Special Servicer, as applicable, have actual knowledge of the identity
and contact information of a new Directing Certificateholder, a new Controlling Class Certificateholder or a new Risk Retention
Consultation Party.


 


(c)       No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or the
Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,
including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result in the imposition
of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially
expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s
responsibilities under this Agreement.


 


(d)       With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, the Directing Certificateholder
or the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter with respect
to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable
by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder
and the Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided in the related
Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder, as applicable
(except to the extent that the Directing Certificateholder or the Risk Retention Consultation Party is the related Serviced Whole
Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or the
Special Servicer, as the case may be, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion
Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall deliver reports
and notices to the related Companion Holder as required under the Intercreditor Agreement.


 






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(e)       Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information
and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan to the related Companion Holder, within the same time frame it is required to provide to the Controlling Class Certificateholder
(for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder
under this Agreement due to the occurrence and continuance of a Control Termination Event or the occurrence and continuance of
a Consultation Termination Event) and (ii) to consult with any related Companion Holder on a strictly non-binding basis, to the
extent having received such notices, information and reports, such related Companion Holder requests consultation with respect
to any such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a
Serviced Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that after
the expiration of a period of ten (10) Business Days from the delivery to such related Companion Holder by the Special Servicer
of written notice of a proposed action, together with copies of the notice, information and report required to be provided to
the Controlling Class Certificateholder, the Special Servicer shall no longer be obligated to consult with such related Companion
Holder, whether or not such related Companion Holder has responded within such ten (10) Business Day period (unless, the Special
Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such
ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating
thereto). Notwithstanding the consultation rights of the related Companion Holder set forth in the immediately preceding sentence,
the Special Servicer may make any Major Decision or take any action set forth in the Asset Status Report before the expiration
of the aforementioned ten (10) Business Day period if the Special Servicer determines that immediate action with respect thereto
is necessary to protect the interests of the Certificateholders and the related Companion Holder. In no event shall the Special
Servicer be obligated at any time to follow or take any alternative actions recommended by the related Companion Holder.


 


(f)       In
addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master
Servicer or Special Servicer, as the case may be) annual meetings with the Master Servicer or the Special Servicer at the offices
of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the
Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)       With
respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2 Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


(h)       To
the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Whole Loan are


 






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deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


 


Section
3.25     Rating Agency Confirmation.  (a) Notwithstanding the terms of any related Mortgage
Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires
Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC Requesting Party”)
required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating
Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information
Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that
such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC
Requesting Party shall be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information
Provider’s Website) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has
not, promptly request the related Rating Agency Confirmation again (which may be through direct communication). The circumstances
described in the preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.” Once
the RAC Requesting Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting
Party may, but shall not be obligated to send such request directly to the Rating Agencies in accordance with the procedures set
forth in Section 13.10(d).


 


If
there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage
Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the
servicing of the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation
shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer
or the Special Servicer, as the case may be, may then take such action if the Master Servicer or the Special Servicer, as the
case may be, confirms its original determination (made prior to making such request) that taking the action with respect to which
it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement
of the Master Servicer or the Special Servicer, such condition shall be deemed not to apply (as if such requirement did not exist)
if (i) the applicable replacement master servicer or special servicer has been appointed and currently serves as a master servicer
or a special servicer, as applicable, on a transaction-level basis on a CMBS transaction currently rated by Moody’s that
currently has securities outstanding and for which Moody’s has not cited servicing concerns with respect to such replacement
master servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in any other CMBS
transaction serviced by such replacement master servicer or special servicer prior to the time of determination, if Moody’s
is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated at least “CMS3”
(in the case of the replacement master servicer) or “CSS3” (in the case of the replacement special servicer), if Fitch
is the non-responding Rating Agency or


 






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(iii) KBRA has not publicly cited servicing concerns with respect to the applicable replacement
master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings
(or placement on “watch status” in contemplation of a rating downgrade or withdrawal) of securities in any other CMBS
transaction serviced by such replacement master servicer or special servicer prior to the time of determination, if KBRA is the
non-responding Rating Agency.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such
written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5
Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly
following the Master Servicer’s or the Special Servicer’s determination to take any action discussed in this Section
3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement
did not exist), the Master Servicer or the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5
Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly
post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)       Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or
the Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency
Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)       For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


(d)       With
respect to any Serviced Pari Passu Companion Loan as to which there exists Serviced Pari Passu Companion Loan Securities, if any
action relating to the servicing and administration of the related Whole Loan or any related REO Property (including, but not
limited to, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) (the “Relevant Action”)
requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then such
action will also require delivery of a confirmation of each Companion Loan Rating Agency that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu Companion Loan Securities, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered


 






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satisfied with respect to the Certificates pursuant to this Section 3.25) as a condition precedent to
such action, which confirmation shall be sought by the Master Servicer or the Special Servicer, as applicable, seeking the corresponding
Rating Agency Confirmation(s) in connection with the Relevant Action.


 


Section
3.26     The Operating Advisor.  (a) The Operating Advisor shall promptly review (i) all
information made available to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially
Serviced Loan, and (B) that is contained in the CREFC® Servicer Watch List prepared by the Master Servicer and
(ii) each Final Asset Status Report delivered to the Operating Advisor by the Special Servicer.


 


(b)       The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged
Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees
that it shall use information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of
complying with its duties and obligations hereunder.


 


(c)       (i)
After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review
of any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications
between the Directing Certificateholder and the Special Servicer that would be Privileged Information) delivered to the Operating
Advisor by the Special Servicer, including each Asset Status Report delivered during the prior calendar year, the Operating Advisor
shall (if any Mortgage Loans (other than Servicing Shift Mortgage Loans) were Specially Serviced Loans during the prior calendar
year) deliver to the Certificate Administrator and the 17g-5 Information Provider within one hundred-twenty (120) days of the
end of the prior calendar year for which a Control Termination Event was continuing as of December 31, an annual report (the “Operating
Advisor Annual Report”), substantially in the form of Exhibit V (which form may be modified or altered as to
either its organization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions
of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however,
that in no event shall the information or any other content included in the Operating Advisor Annual Report contravene any provision
of this Agreement), setting forth the Operating Advisor’s assessment of the Special Servicer’s performance of its
duties under this Agreement during the prior calendar year with respect to the resolution and/or liquidation of Specially Serviced
Loans (other than Servicing Shift Mortgage Loans) that the Special Servicer is responsible for servicing under this Agreement;
provided, further, however, that in the event the Special Servicer is replaced, the Operating Advisor Annual
Report shall only relate to the Special Servicer that was acting as Special Servicer as of December 31 in the prior calendar year
and is continuing in such capacity through the date of such Operating Advisor Annual Report. Notwithstanding the foregoing, with
respect to any Serviced AB Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the Special
Servicer’s performance in respect of such Serviced AB


 






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Whole Loan until after the occurrence and during the continuance of
an AB Control Appraisal Period under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including,
without limitation, Section 3.26(c), each such Operating Advisor Annual Report shall (A) identify any material deviations
(i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the
resolution or liquidation of Specially Serviced Loans or REO Properties that the Special Servicer is responsible for servicing
under this Agreement (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan or a Servicing Shift
Mortgage Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information
(subject to any permitted exceptions); provided that the Operating Advisor shall not be required to report on any instances
of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s obligations under this Agreement
that the Operating Advisor determines, in accordance with the Operating Advisor Standard, to be immaterial. Such Operating Advisor
Annual Report shall be delivered to the Master Servicer, the Special Servicer, the Certificate Administrator (which shall promptly
post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.13(b))
and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information Provider’s
Website in accordance with Section 3.13(c)); provided, however, that the Special Servicer shall be given
an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior to its delivery to the Certificate
Administrator and the 17g-5 Information Provider. The Operating Advisor shall have no obligation to adopt any comments to the
Operating Advisor Annual Report that are provided by the Special Servicer. The Operating Advisor Annual Report will be prepared
on the basis of the Special Servicer’s performance of its duties as they relate to the resolution and/or liquidation of
Specially Serviced Loans, taking into account the Special Servicer’s specific duties under this Agreement as well as the
extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating
Advisor of the items required to be reviewed by it pursuant to this Agreement. Notwithstanding the foregoing, no Operating Advisor
Annual Report shall be required from the Operating Advisor with respect to any calendar year as to which no Final Asset Status
Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property.


 


(ii)       In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of
any information it is provided without liability for any such reliance hereunder. In the event a lack of access to Privileged
Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall
set forth any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall
not be subject to any liability arising from its lack of access to Privileged Information.


 






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(d)       With
respect to each Serviced Mortgage Loan (other than a Servicing Shift Mortgage Loan) or Serviced Whole Loan (other than a Servicing
Shift Whole Loan), prior to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole
Loan, prior to the occurrence and continuance of both a Control Termination Event and a related AB Control Appraisal Period),
the Special Servicer will forward any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s
determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the
Operating Advisor after such calculations have been finalized. The Operating Advisor shall review such calculations but shall
not opine on or take any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present value
calculations (except that if the Operating Advisor discovers a mathematical error contained in such calculations, them the Operating
Advisor shall notify the Special Servicer of such error).


 


(e)       (i)
With respect to each Serviced Mortgage Loan (other than a Servicing Shift Mortgage Loan) or Serviced Whole Loan (other than a
Servicing Shift Whole Loan), after the occurrence and during the continuance of a Control Termination Event, and with respect
to any Serviced AB Whole Loan, after the occurrence and during the continuance of both a Control Termination Event and an AB Control
Appraisal Period, after the calculation but prior to the utilization by the Special Servicer of any of the calculations related
to (i) Appraisal Reduction Amounts or Collateral Deficiency Amount (if the Special Servicer has calculated any such Appraisal
Reduction Amount or Collateral Deficiency Amount) or (ii) net present value in accordance with Section 1.02(iv), the Special
Servicer shall forward such calculations, together with any supporting material or additional information necessary in support
thereof (including such additional information that is either in the Special Servicer’s possession or reasonably obtainable
by the Special Servicer and reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations,
but not including any Privileged Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business
Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business Days after
receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized
in connection with any such calculation.


 


(ii)       In
connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount or Collateral Deficiency Amount (if calculated by the Special Servicer) or net present value
or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the
Operating Advisor and the Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical
calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations
or any disagreement within five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with the
Special Servicer and provide any information reasonably requested by the Special Servicer necessary for the calculation of the
Appraisal Reduction Amount or Collateral Deficiency Amount that is either in its possession or, solely with respect to Non-Specially
Serviced Loans, reasonably obtainable by the Master Servicer. In the event the Operating Advisor and the Special Servicer are
not able to resolve such inaccuracies or


 






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disagreement prior to the end of such five (5) Business Day period, the Operating Advisor
shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall examine the calculations
and supporting materials provided by the Operating Advisor and the Special Servicer and determine which calculation is to apply
and shall provide such parties prompt written notice of its determination.


 


(iii)       Notwithstanding
the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted to be exercised
by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during the continuance of both
a Control Termination Event (except with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class) and a related AB Control Appraisal Period.


 


(f)       [RESERVED].


 


(g)       The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing
Certificateholder), other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with
a notice indicating that such information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3)
where necessary to support specific findings or conclusions concerning allegations of deviations from the Servicing Standard (i)
in the Operating Advisor Annual Report or (ii) in connection with a recommendation by the Operating Advisor to replace the Special
Servicer. Each party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that
such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior written
consent of the Special Servicer and, unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder
(with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and other than any Mortgage Loan that is an Excluded Loan
with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) other than pursuant to
a Privileged Information Exception. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged
Information with its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same
confidentiality provisions applicable to the Operating Advisor.


 


(h)       Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.07(a).


 


(i)       As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Remittance Date with respect to each Mortgage Loan and each REO Loan (but excluding any related Companion Loan). As to each Mortgage
Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate and shall be
computed on the basis of the Stated Principal


 






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Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner
as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month
interest payment, for the same period respecting which any related interest payment due on the related Mortgage Loan or deemed
to be due on such REO Loan is computed. In addition, the Depositor shall pay the Operating Advisor a fee of $5,000 (the “Operating
Advisor Upfront Fee”) on the Closing Date.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a)
and/or 6.04(b), such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section
3.05(a). Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from
funds on deposit in the Collection Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the
period when the outstanding Certificate Balances of the Control Eligible Certificates have not been reduced to zero as a result
of the allocation of Realized Losses to such Certificates, only to the extent such Operating Advisor Consulting Fee is actually
received from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a Major Decision
under this Agreement, the Master Servicer or the Special Servicer, as the case may be, shall use commercially reasonable efforts
consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in
connection with such Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents. The Master
Servicer or the Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable
by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in
no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such
Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer,
as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding
the foregoing, the Operating Advisor will have no obligations or consultation rights in its capacity as operating advisor with
respect to: (i) any Servicing Shift Mortgage Loan, Non-Serviced Whole Loan or any related REO Property or (ii) any Serviced AB
Whole Loan, prior to the occurrence and continuance of both an AB Control Appraisal Period and a Control Termination Event; provided,
further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced
Whole Loan.


 


(j)       After
the occurrence and during the continuance of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the
written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application
of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal
Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a replacement Operating Advisor selected
by such Certificateholders (provided that the proposed replacement Operating Advisor


 






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is an Eligible Operating Advisor),
(ii) payment by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by
the Certificate Administrator in connection with administering such vote and (iii) receipt by the Trustee and the Certificate
Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will be obtained by the Certificate Administrator
at the expense of such Holders and will not constitute an additional expense of the Trust). The Certificate Administrator shall
promptly provide written notice to all Certificateholders of such request by posting such notice on the Certificate Administrator’s
Website in accordance with Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all Certificates
in such regard. Upon the vote or written direction of Holders of Certificates evidencing at least 75% of the Voting Rights (taking
into account the application of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes
to which such Cumulative Appraisal Reduction Amounts are allocable), the Trustee shall immediately replace the Operating Advisor
with the replacement Operating Advisor.


 


(k)       After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders of Certificates
representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts
to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating
Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such
termination shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations of
the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify the rights
and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued
and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination).
The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any
termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible,
be required to give written notice of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate
Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor,
the Directing Certificateholder, the Risk Retention Consultation Party, any Companion Loan holder and the Certificateholders.


 


(l)       The
Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the occurrence
of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor
Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator will be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating Advisor
Termination Event prior to such waiver from the Trust.


 


(m)       Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be


 






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unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)       The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Directing Certificateholder and the Risk Retention Consultation Party, if applicable, and (b) upon the appointment
of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor and receipt
by the Trustee of Rating Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor shall become
effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities
and obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the
Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.


 


(o)       In
the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the RR Interest and the
Class V and Class R Certificates, then all of the rights and obligations of the Operating Advisor shall terminate without payment
of any termination fee (other than any rights or obligations that accrued prior to the date of such termination (including accrued
and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such termination). In
connection with any termination pursuant to this Section 3.26(o), no successor operating advisor shall be appointed. Upon
receipt of written notice of such acts by a Responsible Officer of the Trustee, the Trustee shall provide the Operating Advisor
with prompt notice upon its termination pursuant to this Section 3.26(o).


 


(p)       In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)       The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates
or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within
the meaning of the Investment Advisers Act of 1940, as amended, or a broker or dealer within the meaning of the Exchange Act.
Furthermore, the Operating Advisor shall have no obligations or responsibility at any time to review the actions of the Master
Servicer for compliance with the Servicing Standard, and the Operating Advisor shall not be required to consider such Master Servicer
actions in connection with any Operating Advisor Annual Report.


 






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(r)       Neither
the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however,
that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer Affiliate of the Operating
Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access
to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s information
regarding its investment activities.


 


(s)       The
Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating
Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint
a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if the
Trustee is unable to find a successor operating advisor within thirty (30) days of the termination of the Operating Advisor, the
Depositor shall be permitted to find a replacement.


 


(t)       The
Operating Advisor may delegate its duties and obligations to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Agreement related to the Operating Advisor’s
duties and obligations; provided that no agent or subcontractor may (i) be affiliated with a Sponsor, the Master Servicer,
the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their
respective Affiliates or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer,
the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their
respective Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing
Date. Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for its obligations
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing
its obligations under this Agreement. The Operating Advisor shall be entitled to enter into an agreement with any agent or subcontractor
providing for indemnification of the Operating Advisor by such agent or subcontractor, and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification.


 


(u)       With
respect to the determination of whether a Control Termination Event or Consultation Termination Event has occurred and is continuing,
or has terminated, the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice
thereof pursuant to Section 3.23(m), and, with respect to any obligations of the Operating Advisor that are performed only
after the occurrence and continuance of a Control Termination Event and/or Consultation Termination Event, the Operating Advisor
shall have no obligation to perform any such duties until the receipt of such notice or actual knowledge of the occurrence of
a Control Termination Event or Consultation Termination Event, as applicable.


 






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Section
3.27     Companion Paying Agent.  (a) With respect to each of the Serviced Companion Loans,
the Master Servicer shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties
and only such duties as are specifically set forth in this Agreement.


 


(b)       No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)       In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article
VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be
removed.


 


(d)       This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section
3.28     Serviced Companion Noteholder Register.  The Companion Paying Agent shall maintain
a register (the “Serviced Companion Noteholder Register”) with respect to each Serviced Companion Loan on which
it will record the names and address of, and wire transfer instructions for, the Serviced Companion Noteholders from time to time,
to the extent such information is provided in writing to it by each Serviced Companion Noteholder. The initial Serviced Companion
Noteholders, along with their respective name and address, are listed on Exhibit S hereto. In the event a Serviced Companion
Noteholder transfers a Serviced Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall
have no liability for any misdirected payment in such Serviced Companion Loan and shall have no obligation to recover and redirect
such payment.


 


The
Companion Paying Agent shall promptly provide the name and address of any Serviced Companion Noteholder to any party hereto or
any successor Serviced Companion Noteholder upon written request and any such Person may, without further investigation, conclusively
rely upon such information. The Companion Paying Agent shall have no liability to any Person for the provision of any such name
and address.


 


For
the avoidance of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to
a Serviced Companion Noteholder with respect to a Serviced Companion Loan that has been included in an Other Securitization shall
be provided to the Other Servicer under the Other Pooling and Servicing Agreement.


 






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Section
3.29     Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion
Loans.  (a) In the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer
or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the terms of the applicable Non-Serviced
PSA, upon receipt of notice of a replacement, the Master Servicer and the Special Servicer shall acknowledge its successor as
the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer, as the case may be.


 


(b)       If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the
Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer
of the same.


 


(c)       In
connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)       In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)
waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 


(e)       With
respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder (as determined under clause (B) of the definition thereof),
prior to the occurrence and continuance of a Consultation Termination Event, or the Special Servicer, following the occurrence
and during the continuance of a Consultation Termination Event, shall be entitled to exercise any consultation rights held by
the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in
the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)       With
respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor Agreement and
incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 






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(g)       With
respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such
analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other
Asset Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review
by providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by
the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be, but in any event excluding any
documents known to the Master Servicer, the Special Servicer, the Trustee or the Custodian to contain information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications.


 


(h)       With
respect to any Non-Serviced Mortgage Loan, if the Master Servicer or Special Servicer shall receive any communication from the
applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any Major Decision pursuant to clause (xi)
of the definition of such term or “Master Servicer Decision” pursuant to clause (x) of the definition of such
term, then the Master Servicer or Special Servicer shall forward the communication to the Directing Certificateholder (and to
the Master Servicer, if the Special Servicer is forwarding such communication, and to the Special Servicer if the applicable Master
Servicer is forwarding such communication), and the Special Servicer shall reasonably cooperate with the applicable Non-Serviced
Master Servicer or the applicable Non-Serviced Special Servicer, as the case may be, in effecting any action by the applicable
Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer, in any such case subject to and consistent with
the related Intercreditor Agreement.


 


(i)       During
the period from and after a Serviced Pari Passu Companion Loan is deposited into an Other Securitization, not later than 5:00
p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the Master Servicer shall prepare (if and to the
extent necessary) and deliver or cause to be delivered in electronic format to the related other master servicer under the related
Other Pooling and Servicing Agreement the following reports and data files with respect to such Serviced Pari Passu Companion
Loan: (A) to the extent the Master Servicer has received the CREFC® Special Servicer Loan File at the time required,
the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the CREFC® Loan Setup File
(only with respect to the first “distribution date” (or analogous term) as defined in the related Other Pooling and
Servicing Agreement), (C) the most recent CREFC® Property File and the CREFC® Comparative Financial
Status Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan
File pursuant to Section 3.12(c) by the Special Servicer and the Master Servicer), (D) a CREFC® Servicer
Watch List with information that is current as of such Serviced Whole Loan Remittance Date, (E) a CREFC® Financial
File, (F) a CREFC® Loan Level Reserve/LOC Report, (G) a CREFC® Advance Recovery Report, (H) a CREFC®
Total Loan Report, (I) the CREFC® Loan Periodic Update File and (J) the CREFC® Significant
Insurance Event Report. Additionally, not later than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance
Date, the Master Servicer shall deliver or cause to be delivered in electronic format to the related


 






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other master servicer under
the related Other Pooling and Servicing Agreement any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special Servicer. In no event
shall any report described in this Section 3.29(i) be required to reflect information that has not been collected by or
delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business
on the Business Day prior to the Business Day on which the report is due. In addition, the Master Servicer shall deliver or cause
to be delivered in electronic format to the related other master servicer under the related Other Pooling and Servicing Agreement
any and all other reports required to be delivered by the Master Servicer to the Certificate Administrator hereunder pursuant
to the terms hereof to the extent related to such Serviced Pari Passu Companion Loan.


 


(j)       On
a Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer the related Mortgage
File (other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which shall be retained
by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced
PSA and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage
Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization
Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related
Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and
(xii) of the definition of “Mortgage File” for the related Servicing Shift Whole Loan, to the related Non-Serviced
Master Servicer on the related Servicing Shift Securitization Date


 


(k)       Promptly
upon any change in the identity of the Master Servicer, the successor Master Servicer shall deliver notice of such change (together
with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section
3.30     Certain Matters with Respect to Joint Mortgage Loans.


 


(a)       If
a Mortgage Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”) repurchases
the Mortgage Note(s) (as such term is defined in this Section 3.30(a)) (a “Repurchased Note”) related
to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect to such Joint Mortgage
Loan does not repurchase the Mortgage Note(s) related to such Joint Mortgage Loan that it sold to the Depositor, the provisions
of this Section 3.30 shall apply prior to the adoption, pursuant to Section 13.01(l), of any amendment to this Agreement
that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant to the terms of the related Mortgage
Loan Purchase Agreement that the terms set forth in this Section 3.30 with respect to the servicing and administration
of such Joint Mortgage Loan shall apply if one or more of the Mortgage Notes related to such Joint Mortgage Loan has been repurchased
from the Trust and at least one other Mortgage Note related to such Joint Mortgage Loan is included in the Trust until such time
as all of the Mortgage Notes related to such Joint Mortgage Loan are no longer included in the Trust. For purposes of this Section
3.30, Section 13.01(l) and Section 13.08(a)


 






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only, “Mortgage Note” shall mean with respect to any
Joint Mortgage Loan, each original promissory note that collectively represents the Mortgage Note (as defined in Article I)
with respect to such Joint Mortgage Loan and shall not be a collective reference to such promissory notes. With respect to any
Joint Mortgage Loan that is part of a Whole Loan, clauses (b)–(j) below shall not apply, and the terms of
the related Intercreditor Agreement shall continue to govern the relationship between the related Mortgage Notes as if each related
Repurchased Note were a Serviced Pari Passu Companion Loan or Non-Serviced Pari Passu Companion Loan, as applicable. With respect
to any other Joint Mortgage Loan, clauses (b)–(j) below shall apply to such Joint Mortgage Loan.


 


(b)       Custody
of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held exclusively
by the Custodian as provided under this Agreement or, with respect to a Non-Serviced Mortgage Loan, the Non-Serviced Custodian
as provided under the related Non-Serviced PSA, except that the Repurchasing Mortgage Loan Seller shall hold and retain title
to its original Repurchased Note(s) and any related endorsements thereof.


 


(i)       All
of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority with each other, and no portion of any
Mortgage Note shall have priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments
from the related Mortgagor (including, without limitation, any Penalty Charges) or any other amounts received with respect to
each Mortgage Note shall be collected as provided in this Agreement by the Master Servicer and shall be applied upon receipt by
the Master Servicer pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest,
subject to Section 3.30(b)(ii). Payments or any other amounts received with respect to the related Repurchased Note shall
be held in trust for the benefit of the applicable Repurchasing Mortgage Loan Seller and remitted (net of its pro rata
share of amounts payable at the Administrative Cost Rate and any other amounts due to the Master Servicer or the Special Servicer)
to the applicable Repurchasing Mortgage Loan Seller or its designee by the Master Servicer on each Distribution Date pursuant
to instructions provided by the applicable Repurchasing Mortgage Loan Seller and deposited and applied in accordance with this
Agreement, subject to Section 3.30(b)(ii). If any Joint Mortgage Loan to which this Section 3.30 applies becomes
an REO Loan, payments or any other amounts received with respect to any such Joint Mortgage Loan shall be collected and shall
be applied upon receipt by the Master Servicer pro rata to each related Mortgage Note based on its respective Mortgage
Loan Seller Percentage Interest, subject to Section 3.30(b)(ii). Any Appraisal Reduction Amounts calculated with respect
to any Joint Mortgage Loan subject to this Section 3.30 shall be allocated to each related Mortgage Note pro rata based
upon the respective unpaid principal balances thereof.


 


(ii)       If
the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due
under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan Seller shall receive from
the Master Servicer an amount equal to its Mortgage Loan Seller Percentage Interest of such payment. All expenses, losses and
shortfalls relating solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest,


 






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Nonrecoverable
Advances, interest on Servicing Advances, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such fees related
to the applicable Mortgage Notes), shall be allocated between the holders of the related Mortgage Notes pro rata based upon the
respective unpaid principal balances thereof. In no event shall any costs, expenses, fees or any other amounts related to any
Mortgage Loan or Joint Mortgage Loan other than the applicable Joint Mortgage Loan be deducted from payments or any other amounts
received with respect to such Joint Mortgage Loan and payable to the applicable Repurchasing Mortgage Loan Seller.


 


(iii)       A
Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies shall be serviced for
the benefit of the applicable Repurchasing Mortgage Loan Seller and the Certificateholders pursuant to the terms and conditions
of this Agreement in accordance with the Servicing Standard and in accordance with the provisions herein as if (A) such Joint
Mortgage Loan were a Serviced Whole Loan, (B) the related Mortgage Note(s) not repurchased were (1) a Serviced Pari Passu Mortgage
Loan and (2) the only Mortgage Loan that is part of such Joint Mortgage Loan (or related Serviced Whole Loan), and (C) the related
Repurchased Note were a Serviced Pari Passu Companion Loan. No Repurchasing Mortgage Loan Seller shall be permitted to terminate
the Master Servicer, the Special Servicer or the Operating Advisor as servicer, special servicer or operating advisor, respectively,
of the related Repurchased Note. All rights of the mortgagee under each such Joint Mortgage Loan shall be exercised by the Master
Servicer or the Special Servicer, as applicable, on behalf of the Trust to the extent of its interest therein and the applicable
Repurchasing Mortgage Loan Seller in accordance with this Agreement.


 


(iv)       With
respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies, the related
Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan holder on a pari
passu basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the applicable Mortgage
Notes shall be deposited and disbursed in accordance with the provisions hereof relating to holders of promissory notes comprising
Serviced Whole Loans that are pari passu in right of payment. Compensation shall be paid to the Master Servicer, the Special Servicer
and the Operating Advisor with respect to each Repurchased Note as provided in this Agreement as if each such Repurchased Note
were a Serviced Pari Passu Companion Loan. None of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer,
the Special Servicer or the Operating Advisor shall have any obligation to make P&I Advances with respect to any Repurchased
Note or, if no related Mortgage Note is part of the Trust, a Servicing Advance with respect to any Repurchased Note. Except as
otherwise specified herein, the Master Servicer and the Special Servicer shall have no reporting requirement with respect to any
Repurchased Note other than to deliver to the related Repurchasing Mortgage Loan Seller any document as is required to be delivered
to a holder of a Serviced Pari Passu Companion Loan hereunder.


 


(c)       If
any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.30 applies is a Specially Serviced
Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer shall


 






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cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage Loan Seller
in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Workout
Fee or Liquidation Fee payable to the Special Servicer under this Agreement as with respect to a Serviced Pari Passu Companion
Loan.


 


(d)       If
(A) the Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof in the belief
or expectation that a related payment has been made or will be received or collected in connection with any or all of the applicable
Mortgage Notes and (B) such related payment is not received or collected by the Master Servicer, then the applicable Repurchasing
Mortgage Loan Seller shall promptly on demand by the Master Servicer return such amount to the Master Servicer. If the Master
Servicer determines at any time that any amount received or collected by the Master Servicer in respect of any Joint Mortgage
Loan to which this Section 3.30 applies must be returned to the related Mortgagor or paid to any other person or entity
pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, the Master Servicer shall
not be required to distribute any portion thereof to the related Repurchasing Mortgage Loan Seller, and such Repurchasing Mortgage
Loan Seller shall promptly on demand by the Master Servicer repay (which obligation shall survive the termination of this Agreement)
any portion thereof that the Master Servicer shall have distributed to such Repurchasing Mortgage Loan Seller, together with interest
thereon at such rate, if any, as the Master Servicer may pay to the related Mortgagor or such other person or entity with respect
thereto.


 


(e)       With
respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies, subject
to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder and any
consultation rights of the Operating Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of the holders
of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions
and determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents as provided
hereunder. Without limiting the generality of the preceding sentence, the Master Servicer or the Special Servicer, as applicable,
may agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on,
permit the release, addition or substitution of collateral securing, and/or permit the release of the related Mortgagor on or
any guarantor of any Joint Mortgage Loan it is required to service and administer as contemplated by this Section 3.30,
without the consent of the related Repurchasing Mortgage Loan Seller, subject, however, to the terms of this Agreement as they
pertain to a Serviced Pari Passu Companion Loan.


 


(f)       In
taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be subject
to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans that are not Non-Serviced
Mortgage Loans and to which this Section 3.30 applies as is consistent with this Agreement and shall be liable to any Repurchasing
Mortgage Loan Seller only to the same extent as set forth herein with respect to any holder of a Serviced Pari Passu Companion
Loan.


 






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(g)       If
the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased Note which
would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable
Advance, the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount equal to such Repurchasing Mortgage
Loan Seller’s Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding
the foregoing, the applicable Repurchasing Mortgage Loan Seller shall not be obligated to reimburse the Trustee, the Master Servicer
or the Special Servicer (and amounts due to the applicable Repurchasing Mortgage Loan Seller shall not be offset) for Advances
or interest thereon or any amounts related to any Mortgage Loans or any other Joint Mortgage Loan other than such amounts relating
to the applicable Repurchased Note. To the extent that the applicable Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable
Advances and such amounts are subsequently recovered, the applicable Repurchasing Mortgage Loan Seller shall receive a reimbursement
from such recovery based on its Mortgage Loan Seller Percentage Interest of such recovery. This reimbursement right shall not
limit the Trustee’s, the Master Servicer’s or the Special Servicer’s rights to reimbursement under this Agreement.
Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing Mortgage Loan Seller shall
not exceed an amount equal to its Mortgage Loan Seller Percentage Interest of the amount to be reimbursed.


 


(h)       Each
Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that, with respect
to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies, the assignee
of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)       With
respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies, the Master
Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement, exercise
efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Mortgage Loan Seller as
a holder of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation
statements and other documents and instruments necessary to maintain the lien created by any Mortgage or other security document
related to the applicable Joint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications,
waivers, amendments or consents to or with respect to the related Joint Mortgage Loan documents, and any and all instruments of
satisfaction or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related
Repurchased Note or related Repurchased Notes and the related Mortgaged Property all in accordance with, and subject to, the terms
of this Agreement. Each Repurchasing Mortgage Loan Seller agrees to furnish, or cause to be furnished, to the Master Servicer
and the Special Servicer any powers of attorney or other documents necessary or appropriate to enable the Master Servicer or the
Special Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement related to the
applicable Joint Mortgage Loan; provided, that such Repurchasing Mortgage Loan Seller shall not be liable, and shall be
indemnified by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any
such power of attorney by the Master Servicer or the Special Servicer, as the case may be; provided, further, that
the Master Servicer or the Special Servicer, without the written consent of the applicable Repurchasing Mortgage Loan Seller,
shall not


 






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initiate any action in the name of such Repurchasing Mortgage Loan Seller without indicating its representative capacity
or take any action with the intent to cause and that actually causes, such Repurchasing Mortgage Loan Seller to be registered
to do business in any state.


 


(j)       Pursuant
to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to deliver to the
Master Servicer or the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased Note,
any requests for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure
or trustee’s sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or
rights provided by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related
Repurchased Note.


 


Section
3.31     [RESERVED].


 


Section
3.32     [RESERVED].


  


Section
3.33     Delivery of Excluded Information to the Certificate Administrator.  Any Excluded
Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate
Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator
via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded
Information” followed by the applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the
avoidance of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.33
shall not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately
labeled and delivered to the Certificate Administrator pursuant to this Section 3.33 shall be posted on the Certificate
Administrator’s Website under the “Excluded Information” section, as provided under Section 3.13. When
so posted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to
any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded
Controlling Class Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations
to separately label and deliver any Excluded Information in accordance with this Section 3.33 until such party has received
written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement.
Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded
Information is not available on the Certificate Administrator’s Website, the Directing Certificateholder or Controlling
Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted
to obtain such information in accordance with Section 4.02(f) of this Agreement.


 


[End
of Article III]


 






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Article IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01         
Distributions.


 


(a)           
Distributions of Available Funds. On each Distribution Date, to the extent of the Available Funds for such Distribution
Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution
Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with
respect to each Class of Lower-Tier Regular Interests (other than the LRR Uncertificated Interest), and immediately thereafter,
shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying
in full, to the extent required and possible, each priority before making any distribution with respect to any succeeding priority:


 


(i)             
first, to the Holders of the Class A-1 Certificates, the Class A-SB Certificates, the Class X-A Certificates
and the Class X-B Certificates and to the Grantor Trust in respect of the Class A-4 Upper-Tier Regular Interest, Class A-4-X1 Upper-Tier
Regular Interest, Class A-4-X2 Upper-Tier Regular Interest, Class A-5 Upper-Tier Regular Interest, Class A-5-X1 Upper-Tier Regular
Interest and Class A-5-X2 Upper-Tier Regular Interest pro rata (based upon their respective entitlements to interest for
such Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect
of such Classes of Certificates or Exchangeable Upper-Tier Regular Interests for such Distribution Date;


 


(ii)          
second, to the Holders of the Class A-1 Certificates and the Class A-SB Certificates and the Grantor Trust
in respect of the Class A-4 Upper-Tier Regular Interest and the Class A-5 Upper-Tier Regular Interest, in reduction of
the Certificate Balances thereof: (I) prior to the Cross-Over Date (1) first, to the Holders of the Class A-SB
Certificates, in an amount up to the Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-SB
Certificates has been reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second,
to the Holders of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof
remaining after any distributions specified in sub-clause (1) above have been made on such Distribution Date), until
the outstanding Certificate Balance of the Class A-1 Certificates has been reduced to zero; (3) third, to the
Grantor Trust in respect of the Class A-4 Upper-Tier Regular Interest in an amount up to the Principal Distribution Amount (or
the portion thereof remaining after any distributions specified in sub-clauses (1) and (2) above have been made on
such Distribution Date), until the outstanding Certificate Balance of the Class A-4 Upper-Tier Regular Interest has been reduced
to zero; (4) fourth, to the Grantor Trust in respect of the Class A-5 Upper-Tier Regular Interest in an amount up to
the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1),
(2) and (3) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class
A-5 Upper-Tier Regular Interest has been reduced to zero; (5) fifth, to the Holders of the Class A-SB Certificates,
in an amount up to the Principal Distribution


 






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Amount
(or the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3) and (4)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-SB Certificates
has been reduced to zero; and (II) on or after the Cross-Over Date, to the Class A-1 Certificates, Class A-SB Certificates,
Class A-4 Upper-Tier Regular Interest and Class A-5 Upper-Tier Regular Interest, pro rata (based on their respective
Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate
Balance of each of the Class A-1 Certificates, Class A-SB Certificates, Class A-4 Upper-Tier Regular Interest and
Class A-5 Upper-Tier Regular Interest is reduced to zero;


 


(iii)          
third, to the Holders of the Class A-1 Certificates and the Class A-SB Certificates, and to the Grantor
Trust in respect of the Class A-4 Upper-Tier Regular Interest and the Class A-5 Upper-Tier Regular Interest, up to an amount
equal to, and pro rata based upon, first, in an amount equal to the aggregate unreimbursed Realized Losses previously
allocated to each such Class, and then, in an amount equal to interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(iv)          
fourth, to the Grantor Trust in respect of the Class A-S Upper-Tier Regular Interest, the Class A-S-X1 Upper-Tier
Regular Interest and the Class A-S-X2 Upper-Tier Regular Interest, in respect of interest, up to an amount equal to, and pro rata
in accordance with, the respective Interest Distribution Amounts in respect of such Upper-Tier REMIC Interests for such Distribution
Date;


 


(v)           
fifth, after the Certificate Balances of the Class A-1 Certificates, Class A-SB Certificates, Class A-4
Upper-Tier Regular Interest and Class A-5 Upper-Tier Regular Interest have been reduced to zero, to the Grantor Trust in respect
of the Class A-S Upper-Tier Regular Interest, in reduction of the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of the Class A-S
Upper-Tier Regular Interest has been reduced to zero;


 


(vi)          
sixth, to the Grantor Trust in respect of the Class A-S Upper-Tier Regular Interest, first, up to an
amount equal to the unreimbursed Realized Losses previously allocated to such Upper-Tier Regular Interest, and then, up
to an amount equal to interest on that amount at the Pass-Through Rate for such Upper-Tier Regular Interest compounded monthly
from the date the related Realized Loss was allocated to such Upper-Tier Regular Interest;


 


(vii)         
seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(viii)       
eighth, after the Certificate Balance of the Class A Certificates has been reduced to zero, to the Holders of
the Class B Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (reduced by


 






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any
prior distributions thereof hereunder), until the outstanding Certificate Balance of the Class B Certificates has been reduced
to zero;


 


(ix)          
ninth, to the Holders of the Class B Certificates, first, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, and then, up to an amount equal to interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(x)           
tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)          
eleventh, after the Certificate Balances of the Class A Certificates and Class B Certificates have been reduced to
zero, to the Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to
the Principal Distribution Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance
of the Class C Certificates has been reduced to zero;


 


(xii)         
twelfth, to the Holders of the Class C Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and then, up to an amount equal to interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xiii)        
thirteenth, to the Holders of the Class D and Class X-D Certificates, in respect of interest, up to an amount
equal to, and pro rata in accordance with, the respective Interest Distribution Amounts in respect of such Classes of Certificates
for such Distribution Date;


 


(xiv)         
fourteenth, after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C Certificates
have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, up
to an amount equal to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder), until the outstanding
Certificate Balance of the Class D Certificates has been reduced to zero;


 


(xv)          
fifteenth, to the Holders of the Class D Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and then, up to an amount equal to interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xvi)        
sixteenth, to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 






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(xvii)       
seventeenth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates
and Class D Certificates have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate
Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class E Certificates has been reduced to zero;


 


(xviii)      
eighteenth, to the Holders of the Class E Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and then, up to an amount equal to interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xix)         
nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xx)          
twentieth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates and Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction
of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D
Certificates and Class E Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class F
Certificates has been reduced to zero;


 


(xxi)         
twenty-first, to the Holders of the Class F Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and then, up to an amount equal to interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xxii)        
twenty-second, to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to
the Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)       
twenty-third, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates, Class E Certificates and Class F Certificates have been reduced to zero, to the Holders of the Class G
Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the
portion thereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates and Class F Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class G Certificates has been reduced to zero;


 






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(xxiv)       
twenty-fourth, to the Holders of the Class G Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and then, up to an amount equal to interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xxv)       
twenty-fifth, to the Holders of the Class H Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxvi)      
twenty-sixth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates, Class E Certificates, Class F Certificates and Class G Certificates have been reduced to zero, to the Holders
of the Class H Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates,
Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates and Class G Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class H Certificates has been reduced to zero;


 


(xxvii)     
twenty-seventh, to the Holders of the Class H Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and then, up to an amount equal to interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class; and


 


(xxviii)    
twenty-eighth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if
any, of the Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments
are subsequently received by the Master Servicer and required to be part of the Aggregate Available Funds for such Distribution
Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially
reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master
Servicer, the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in
the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


Amounts distributable
or otherwise allocable to any Exchangeable Upper-Tier Regular Interest set forth above will be distributed to the corresponding
Classes of Exchangeable Certificates in accordance with their Class Percentage Interests therein pursuant to Section 5.11.


 






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(b)          
Distributions of Retained Certificate Available Funds. On each Distribution Date, to the extent of the Retained Certificate
Available Funds for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution
Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities
set forth in Section 4.01(c) with respect to the LRR Uncertificated Interest, and immediately thereafter, shall make
distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to
the extent required and possible, each priority before making any distribution with respect to any succeeding priority:


 


(i)            
first, to the Holders of the RR Interest, in respect of interest, up to an amount equal to the Retained Certificate
Interest Distribution Amount for such Distribution Date;


 


(ii)          
second, to the Holders of the RR Interest, in reduction of the Certificate Balance thereof, an amount equal to the
Retained Certificate Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the
RR Interest has been reduced to zero; and


 


(iii)          third, to the Holders of the RR Interest, up to an amount equal to the Retained Certificate Realized Loss Distribution
Amount for such Distribution Date;


 


provided, however,
that to the extent any Retained Certificate Available Funds remain in the Upper-Tier REMIC Distribution Account after applying
amounts as set forth in clauses (i) – (iii) above, any such amounts so remaining shall be disbursed to the Holders
of the Class R Certificates in respect of the Class UR Interest.


 


(c)          
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal
or reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, in an amount equal to the amount of
principal or reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, actually distributable to
the Holders of the respective Related Certificates or Related Exchangeable Upper-Tier Regular Interests as provided in Sections 4.01(a),
4.01(b), 4.01(d), 4.01(f) and 4.01(i) such that at all times the Lower-Tier Principal Amount of each
Class of Lower-Tier Regular Interests is equal to the Certificate Balance of the Class of Related Certificates or Related Exchangeable
Upper-Tier Regular Interest. On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions
in respect of interest in an amount equal to the Interest Distribution Amount or Retained Certificate Interest Distribution Amount,
as applicable, in respect of each Class of Related Certificates or Related Exchangeable Upper-Tier Regular Interest plus a pro
rata portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LASB,
Class LA4 and Class LA5 Uncertificated Interests, the Class X-A Certificates, (ii) in the case of the Class LAS
and Class LB Uncertificated Interests, the Class X-B Certificates, and (iii) in the case of the Class LD Uncertificated Interests,
the Class X-D Certificates, in each case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage
Rate over the Pass-Through Rate of the Class of Related Certificates or Related Exchangeable Upper-Tier Regular Interest and a
notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent


 






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actually
distributable thereon as provided in Section 4.01(a) or 4.01(b), as applicable. Amounts distributable pursuant to
this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall be made
by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution
Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Class of Related Certificates or Related
Exchangeable Upper-Tier Regular Interest with respect thereto, as adjusted for the allocation of Realized Losses and Retained Certificate
Realized Losses, as provided in Sections 4.04(b) and 4.04(c). The initial principal balance of each Lower-Tier
Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The Pass-Through Rate with respect to each Lower-Tier
Regular Interest for any Distribution Date shall be the Weighted Average Net Mortgage Rate for such Distribution Date.


 


Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount
and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall be distributed
to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Aggregate
Available Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)          
After the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to
any further distributions in respect of interest or principal other than reimbursement of Realized Losses or Retained Certificate
Realized Losses, as applicable, and other amounts provided for in this Section 4.01.


 


(e)          
Funds on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance
Charges received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case
net of any Liquidation Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment
Premium is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding
to that Collection Period, the Certificate Administrator shall pay that Yield Maintenance Charge or Prepayment Premium (net of
Liquidation Fees or Workout Fees payable therefrom) in the following manner:


 


(i)           
to the Non-Retained Certificates, in the following manner:


 


(A)             
to each Class of the Class A-1, Class A-SB, Class A-4, Class A-4-1, Class A-4-2, Class A-5, Class A-5-1,
Class A-5-2, Class A-S, Class A-S-1, Class A-S-2, Class B, Class C, Class D and Class E Certificates, the product
of (1) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium, (2) the related Base Interest
Fraction for such Class of Certificates and the applicable principal prepayment, and (3) a fraction, the numerator of which
is equal to the amount of principal distributed to such Class of Certificates for that Distribution Date, and the denominator of
which is the total


 






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amount
of principal distributed to the Class A-1, Class A-SB, Class B, Class C, Class D and Class E Certificates and the Class A-4 Exchangeable
Certificates (collectively), the Class A-5 Exchangeable Certificates (collectively) and the Class A-S Exchangeable Certificates
(collectively) for that Distribution Date;


 


(B)             
to the Class A-4-X1 Certificates, the product of (1) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment
Premium, (2) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-4-1 Certificates
for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-SB,
Class B, Class C, Class D and Class E certificates and the Class A-4 Exchangeable Certificates (collectively), the Class A-5 Exchangeable
Certificates (collectively) and the Class A-S Exchangeable Certificates (collectively) for that Distribution Date and (3) the difference
between (i) the Base Interest Fraction for the Class A-4 Certificates and the applicable principal prepayment and (ii) the Base
Interest Fraction for the Class A-4-1 Certificates and the applicable principal prepayment;


 


(C)             
to the Class A-4-X2 Certificates, the product of (1) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment
Premium, (2) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-4-2 Certificates
for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-SB,
Class B, Class C, Class D and Class E Certificates and the Class A-4 Exchangeable Certificates (collectively), the Class A-5 Exchangeable
Certificates (collectively) and the Class A-S Exchangeable Certificates (collectively) for that Distribution Date and (3) the difference
between (i) the Base Interest Fraction for the Class A-4 Certificates and the applicable principal prepayment and (ii) the Base
Interest Fraction for the Class A-4-2 Certificates and the applicable principal prepayment;


 


(D)             
to the Class A-5-X1 Certificates, the product of (1) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment
Premium, (2) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-5-1 Certificates
for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-SB,
Class B, Class C, Class D and Class E Certificates and the Class A-4 Exchangeable Certificates (collectively), the Class A-5 Exchangeable
Certificates (collectively) and the Class A-S Exchangeable Certificates (collectively) for that Distribution Date and (3) the difference
between (i) the Base Interest Fraction for the Class A-5 Certificates and the applicable principal prepayment and (ii) the Base
Interest Fraction for the Class A-5-1 Certificates and the applicable principal prepayment;


 


(E)              
to the Class A-5-X2 Certificates, the product of (1) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment
Premium, (2) a fraction, the numerator of which is equal to the amount of principal


 






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distributed
to the Class A-5-2 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to the Class A-1, Class A-SB, Class B, Class C, Class D and Class E Certificates and the Class A-4 Exchangeable Certificates (collectively),
the Class A-5 Exchangeable Certificates (collectively) and the Class A-S Exchangeable Certificates (collectively) for that Distribution
Date and (3) the difference between (i) the Base Interest Fraction for the Class A-5 Certificates and the applicable principal
prepayment and (ii) the Base Interest Fraction for the Class A-5-2 Certificates and the applicable principal prepayment;


 


(F)              
to the Class A-S-X1 Certificates, the product of (1) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment
Premium, (2) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-S-1 Certificates
for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-SB,
Class B, Class C, Class D and Class E Certificates and the Class A-4 Exchangeable Certificates (collectively), the Class A-5 Exchangeable
Certificates (collectively) and the Class A-S Exchangeable Certificates (collectively) for that Distribution Date and (3) the difference
between (i) the Base Interest Fraction for the Class A-S Certificates and the applicable principal prepayment and (ii) the Base
Interest Fraction for the Class A-S-1 Certificates and the applicable principal prepayment;


 


(G)             
to the Class A-S-X2 Certificates, the product of (1) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment
Premium, (2) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-S-2 Certificates
for that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-SB,
Class B, Class C, Class D and Class E Certificates and the Class A-4 Exchangeable Certificates (collectively), the Class A-5 Exchangeable
Certificates (collectively) and the Class A-S Exchangeable Certificates (collectively) for that Distribution Date and (3) the difference
between (i) the Base Interest Fraction for the Class A-S Certificates and the applicable principal prepayment and (ii) the Base
Interest Fraction for the Class A-S-2 Certificates and the applicable principal prepayment;


 


(H)             
to the Class X-A Certificates, the excess, if any, of (1) the product of (i) the Non-Retained Percentage of such Yield Maintenance
Charge or Prepayment Premium and (ii) a fraction, the numerator of which is equal to the amount of principal distributed to the
Class A-1 and Class A-SB Certificates and the Class A-4 Exchangeable Certificates (collectively) and the Class A-5 Exchangeable
Certificates (collectively) for that Distribution Date, and the denominator of which is the total amount of principal distributed
to the Class A-1, Class A-SB, Class B, Class C, Class D and Class E Certificates and the Class A-4 Exchangeable Certificates (collectively),
the Class A-5 Exchangeable Certificates (collectively) and the Class A-S Exchangeable Certificates (collectively) for that Distribution
Date, over (2) the amount of such Yield Maintenance Charge or


 






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Prepayment
Premium distributed to the Class A-1 and Class A-SB Certificates and the Class A-4 Exchangeable Certificates (collectively) and
the Class A-5 Exchangeable Certificates (collectively) as described above;


 


(I)           
   to the Class X-B Certificates, the excess, if any, of (1) the product of (i) the Non-Retained Percentage of such Yield Maintenance
Charge or Prepayment Premium and (ii) a fraction, the numerator of which is equal to the amount of principal distributed to the
Class A-S Exchangeable Certificates (collectively) and the Class B Certificates for that Distribution Date, and the denominator
of which is the total amount of principal distributed to the Class A-1, Class A-SB, Class B, Class C, Class D and Class E Certificates
and the Class A-4 Exchangeable Certificates (collectively), the Class A-5 Exchangeable Certificates (collectively) and the Class
A-S Exchangeable Certificates (collectively) for that Distribution Date, over (2) the amount of such Yield Maintenance Charge or
Prepayment Premium distributed to the Class A-S Upper-Tier Regular Interest and the Class B certificates as described above; and


 


(J)              
to the Class X-D Certificates, any remaining portion of the Non-Retained Percentage of such Yield Maintenance Charge or
Prepayment Premium as described above in this clause (i); and


 


(ii)          
to the RR Interest, the Required Credit Risk Retention Percentage of such Yield Maintenance Charge or Prepayment Premium.


 


For purposes of the first
paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” in connection with any
Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and
with respect to any Class of Principal Balance Certificates (other than the RR Interest), shall be a fraction (A) the numerator
of which is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for the
related Distribution Date, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference between
(i) the Mortgage Rate on such Mortgage Loan and (ii) the applicable Discount Rate; provided that: (a) under
no circumstances will the Base Interest Fraction be greater than 1.0; (b) if the applicable Discount Rate is greater than
or equal to the Mortgage Rate on such Mortgage Loan and is greater than or equal to the Pass-Through Rate on such Class for the
related Distribution Date, then the Base Interest Fraction will equal zero; and (c) if the applicable Discount Rate is greater
than or equal to the Mortgage Rate on such Mortgage Loan and is less than the Pass-Through Rate on such Class for the related Distribution
Date, then the Base Interest Fraction shall be equal to 1.0. If a Mortgage Loan provides for a step-up in the Mortgage Rate, then
the Mortgage Rate used in the determination of the Base Interest Fraction will be the Mortgage Rate in effect at the time of the
prepayment.


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge
collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge
pursuant to the terms of the relevant Mortgage Loan or


 






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REO
Loan, as the case may be, such discount rate (as reported by the Master Servicer), converted (if necessary) to a monthly equivalent
yield, or (ii) if a discount rate was not used in the calculation of the applicable Prepayment Premium or Yield Maintenance
Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated by the linear
interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury Constant Maturities”
in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before
the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant maturities with a maturity date, one longer
and one shorter, most nearly approximating the related Stated Maturity Date (in the case of a Mortgage Loan or REO Loan that is
not related to an ARD Loan) or the related Anticipated Repayment Date (in the case of a Mortgage Loan or REO Loan that is related
to an ARD Loan)), such interpolated yield converted to a monthly equivalent yield. If Federal Reserve Statistical Release H.15
(519) is no longer published, the Certificate Administrator shall select a comparable publication as the source of the applicable
yields of U.S. Treasury constant maturities.


 


No Yield Maintenance
Charge or Prepayment Premium shall be distributed to the Class F, Class G, Class H, Class R or Class V
Certificates.


 


All distributions of
Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates and Exchangeable
Certificates on each Distribution Date pursuant to Section 4.01(e) shall first be deemed to be distributed from
the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the amount
of principal distributed in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c)
above.


 


(f)            On
each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account
(other than amounts with respect to a Non-Serviced Mortgage Loan) equal to the Gain-on-Sale Remittance Amount for such
Distribution Date. The Certificate Administrator shall deposit such amounts in the Distribution Account for distribution
pursuant to Section 4.01(a) to the Holders of the Regular Certificates (other than the RR Interest) and the
Exchangeable Upper-Tier Regular Interests (and correspondingly, the Exchangeable Certificates) in order of distribution
priority (first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular Interests). Amounts
paid in reimbursement of Realized Losses shall not reduce the Certificate Balances of the Classes of Certificates receiving
such distributions. Any amounts remaining in the Gain-on-Sale Reserve Account after such distributions shall be applied to
offset future Realized Losses with respect to the Principal Balance Certificates and related Realized Losses in each case
allocable to the Regular Certificates (other than the RR Interest) and the Exchangeable Certificates. Upon termination of the
Trust, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed to the Holders of the Class R
Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.


 


In addition, on each
Distribution Date, the Certificate Administrator shall withdraw amounts from the Retained Certificate Gain-on-Sale Reserve Account
(other than amounts with respect to a Non-Serviced Mortgage Loan) equal to the Retained Certificate Gain-on-Sale Remittance Amount
for such Distribution Date. The Certificate Administrator shall



 






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deposit
such amounts in the Distribution Account for distribution pursuant to Section 4.01(b) to the Holders of the RR Interest
(first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular Interest). Amounts paid in reimbursement
of Retained Certificate Realized Losses shall not reduce the Certificate Balance of the RR Interest if it receives such distributions.
Any amounts remaining in the Retained Certificate Gain-on-Sale Reserve Account after such distributions shall be applied to offset
future Retained Certificate Realized Losses with respect to the RR Interest. Upon termination of the Trust, any amounts remaining
in the Retained Certificate Gain-on-Sale Reserve Account shall be distributed to the Holders of the Class R Certificates from
the Lower-Tier REMIC in respect of the Class LR Interest.


 


(g)          
All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically
provided in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the
related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder
at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions
may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to such Certificate)
will be made in like manner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special
Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(h)          
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final
distribution with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount
of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to such Class of Certificates)
will be made on the next Distribution Date, the Certificate Administrator shall, no later than the related P&I Advance Determination
Date, post on the Certificate Administrator’s Website pursuant to Section 3.13(b) a notice in electronic format
to the effect that:


 






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(i)           
the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made
on such Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar
or such other location therein specified; and


 


(ii)          
no interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If within one (1) year after the second notice
all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates
as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s failure to
surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)            
Distributions in reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated
to the Regular Certificates and Exchangeable Certificates shall be made in the amounts and manner specified in Section 4.01(a),
Section 4.01(b) or Section 4.01(d), as applicable, to the Holders of the respective Class otherwise entitled
to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all distributions
in reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to a Class of
Certificates which has since been retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement
thereof and shall be made by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice
of any such distribution to a prior Holder shall be made in accordance with Section 13.05 at such last address. The
amount of the distribution to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates
surrendered thereby. If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside
and held uninvested in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such
prior Holder in the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)           
On each Distribution Date, any Excess Interest received during the related Collection Period with respect to any ARD Loans
shall be distributed (i) to the Holders of the


 






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Excess
Interest Certificates in an amount equal to the Non-Retained Percentage of such Excess Interest and (ii) to the Holders of
the RR Interest in an amount equal to the Required Credit Risk Retention Percentage of such Excess Interest, in each case, from
the Excess Interest Distribution Account. Excess Interest will not be available to pay any other amounts except for distributions
on Excess Interest Certificates and the RR Interest as set forth in the prior sentence.


 


(k)          
On each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall
make withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)           
to pay to the Master Servicer for deposit into the Collection Account, as applicable, any amounts deposited by the Master
Servicer in the Companion Distribution Account not required to be deposited therein;


 


(ii)          
to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee
or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)         
to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related
Companion Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)          
to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional date required
by this Agreement or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor appearing
on the Serviced Companion Noteholder Register on the related Record Date (or, if no such account so appears or information relating
thereto is not provided at least five (5) Business Days prior to the related Record Date, by check sent by first class mail to
the address of such Companion Holder or its agent appearing on the Serviced Companion Noteholder Register). Any such account shall
be located at a commercial bank in the United States.


 


On the final Remittance
Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred
from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance Date.


 






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Section 4.02          Distribution
Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a) On each
Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the
Certificate Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G
hereto and based in part upon information supplied to the Certificate Administrator in the related CREFC®
Investor Reporting Package in accordance with CREFC® guidelines) as to the distributions made on such
Distribution Date (each, a “Distribution Date Statement”) which shall include:


 


(i)           
the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the
Certificate Balance thereof;


 


(ii)          
the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including
the previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance
Date;


 


(iii)         
the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid
to the Master Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations
Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with
respect to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid
to the Master Servicer and the Special Servicer;


 


(iv)         
the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans,
outstanding immediately before and immediately after such Distribution Date;


 


(v)          
the aggregate amount of unscheduled payments received;


 


(vi)         
the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average
Mortgage Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period
for such Distribution Date;


 


(vii)         
the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89
days, (C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property
and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)        
the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included
in the Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on
the most recent Appraisal or valuation;


 


(ix)          
the Available Funds and Retained Certificate Available Funds for such Distribution Date;


 






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(x)           
the (A) Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall or (B) Retained Certificate Interest
Distribution Amount, as applicable, in respect of such Class of Certificates for such Distribution Date, separately identifying
any Interest Distribution Amount, Interest Accrual Amount, Interest Shortfall or Retained Certificate Interest Distribution Amount,
as applicable, for such Distribution Date allocated to such Class of Certificates;


 


(xi)          
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield
Maintenance Charges, (B) in the case of the Class V Certificates and the RR Interest, Excess Interest and (C) Prepayment
Premiums;


 


(xii)          the Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution Date;


 


(xiii)        
the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date,
with respect to the pool of Mortgage Loans;


 


(xiv)        
the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately
after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss or
Retained Certificate Realized Loss, as applicable, on such Distribution Date and the aggregate amount of all reductions as a result
of allocations of Realized Losses or Retained Certificate Realized Losses, as applicable, in respect of the Principal Balance Certificates
(other than the RR Interest) and the RR Interest, respectively, to date;


 


(xv)         
the Certificate Factor for each Class of Certificates (other than the Class R and Class V Certificates) immediately
following such Distribution Date;


 


(xvi)        
the amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the
amount allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis;


 


(xvii)       
the current Controlling Class;


 


(xviii)      
the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)         
a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment
occurring;


 






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(xx)          
a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date);


 


(xxi)         
all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)        in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(b), 4.01(c) and 4.01(f);


 


(xxiii)       the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of
previously allocated Realized Losses or Retained Certificate Realized Losses, as applicable;


 


(xxiv)      
the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)       
with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in
the case of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment
in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates (other than the RR Interest) in connection with such
Liquidation Event, and (D) the amount of any Retained Certificate Realized Loss allocated to the RR Interest in connection
with such Liquidation Event;


 


(xxvi)       
with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein)
included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments
or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the
loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates (other than the RR Interest) in respect of the related
REO Loan in connection with that determination, and (D) the amount of any Retained Certificate Realized Loss allocated to
the RR Interest in respect of the related REO Loan in connection with that determination;


 


(xxvii)     
the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 






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(xxviii)    
exchanges of Exchangeable Certificates that took place since the last Distribution Date and the designations of the applicable
Classes that were exchanged or, if applicable, that no such exchanges have occurred;


 


(xxix)       
the then-current credit support levels for each Class of Certificates;


 


(xxx)       
the aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified)
collected since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)       
a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)     
a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan
by the applicable Mortgage Loan Seller;


 


(xxxiii)    
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates,
which information will be provided to the Certificate Administrator by the Master Servicer;


 


(xxxiv)     
the amount of any Excess Interest actually received; and


 


(xxxv)     
a statement that there is available on the Certificate Administrator’s Website information regarding ongoing compliance
by each Retaining Party with the EU Retention Covenant and the EU Hedging Covenant, which will be posted on the “EU Risk
Retention” tab (or any related sub-tab) of the Certificate Administrator’s website, and will include the following
statements provided to it by such Retaining Party: (i) a statement that such Retaining Party is a registered holder of its applicable
portion of the RR Interest; (ii) unless such Retaining Party has provided notice to the contrary, a statement (without verification)
that such Retaining Party is complying with the EU Hedging Covenant (together with any affirmative notices of compliance provided
by such Retaining Party); and (iii) in the case that the Certificate Administrator has received a notification that such Retaining
Party has failed to comply with such EU Hedging Covenant, a statement of such noncompliance and all details in relation to the
same contained in such notification provided by such Retaining Party.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv)
and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable
Class and per Definitive Certificate.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s website.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and


 






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(x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was
a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or that
a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such
calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time
to time are in force.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for
such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the
Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary
from the Asset Representations Reviewer.


 


The Certificate Administrator
and the Trustee are hereby directed to enter into the EU Credit Risk Retention Agreement, which agreement provides the risk retention
requirements for the Retaining Parties. The Certificate Administrator shall establish a page on its website on which there will
be included in respect of each of Bank of America, National Association, Morgan Stanley Bank, N.A. and Wells Fargo Bank, National
Association (each solely in its capacity as a Retaining Party) a statement provided by the Retaining Parties which shall specify
the following: (x) the original Principal Balance of the RR Interest of which such party is the registered holder and whether such
amount matches that amount which such party has committed to retain under the EU Credit Risk Retention Agreement; and (y)(i) unless
Bank of America, National Association, Morgan Stanley Bank, N.A. or Wells Fargo Bank, National Association has provided notice
to the contrary in respect of such party, a statement (without verification) that the RR Interest of each of Bank of America, National
Association, Morgan Stanley Bank, N.A. and Wells Fargo Bank, National Association (each solely in its capacity as a Retaining Party)
is complying with the covenant pursuant to Section 3(ii) of the EU Credit Risk Retention Agreement and (ii) in the case that the
Certificate Administrator receives a notification that any such party has failed to comply with the covenant pursuant to Section
3(ii) of the EU Credit Risk Retention Agreement, a statement of such non-compliance and all details in relation to the same contained
in such notification. In each case, the Retaining Party shall provide all such statements, if any, by email with the subject reference
“Risk Retention Statement” and in a document suitable for posting. Upon receipt of any such “Risk Retention Statement”,
the Certificate Administrator shall promptly post the same to the “EU Risk Retention” tab on the Certificate Administrator’s
Website.


 


(b)          
[RESERVED].


 


(c)          
Each of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media,
bulletin board service or Internet website (in addition to making information available as provided herein) any reports or other
information the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this
Agreement, the Rating Agencies or any Certificateholder or any prospective


 






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Certificateholder
that has provided the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed a
“click-through” confidentiality agreement in accordance with Section 3.13 (which may be a licensed or
registered investment advisor) to the extent such action does not conflict with the terms of this Agreement (including without
limitation, any requirements to keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law.
Notwithstanding this paragraph, the availability of such information or reports on the Internet or similar electronic media shall
not be deemed to satisfy any specific delivery requirements in this Agreement except as set forth herein. In connection with providing
access to the Master Servicer’s Internet website, the Master Servicer shall take reasonable measures to ensure that only
such parties listed above may access such information including, without limitation, requiring registration, a confidentiality
agreement and acceptance of a disclaimer. Neither the Master Servicer nor Special Servicer, as the case may be, shall be liable
for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor the Special Servicer
shall be responsible for any information delivered, produced, or made available pursuant to Section 3.13 and Section 4.02(a),
other than information produced by the Master Servicer or the Special Servicer, as applicable; provided that such information
otherwise meets the requirements set forth herein with respect to the form and substance of such information or reports. The Master
Servicer shall be entitled to attach to any report provided pursuant to this Section 4.02(c), any reasonable disclaimer
with respect to information provided, or any assumptions required to be made by such report.


 


The Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation to recompute, verify or recalculate
the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report
or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon
in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution
Date Statement required by Section 4.02(a) and allocating Realized Losses and/or Retained Certificate Realized Losses,
as applicable, to the Certificates in accordance with Section 4.04.


 


Notwithstanding the foregoing,
the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in
the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any
provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 






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(d)          
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of
a Certificate that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate
as such and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as
reasonably practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting
party such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A
under the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including
any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)          
The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)           
Upon the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either
case, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information
is in the Master Servicer’s or the Special Servicer’s possession, as applicable, the Master Servicer or the Special
Servicer shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class
Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website
but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the Certificate
Administrator’s Website because the Directing Certificateholder or such Controlling Class Certificateholder, as applicable,
is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling
Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is
not a Borrower Party; provided that, in connection therewith, the Master Servicer or the Special Servicer may require a
written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master
Servicer or the Special Servicer, generally to the effect that such Person is the Directing Certificateholder or a Controlling
Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer
or the Special Servicer may conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor Certification
substantially in the form of Exhibit P-1B that the Directing Certificateholder or Controlling Class Certificateholder
is not an Excluded Controlling Class Holder with respect to a particular


 






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Mortgage
Loan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f) shall include any applicable
Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03         
P&I Advances. (a) On or before 4:00 p.m., New York City time, on each P&I Advance Date, the Master
Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution
Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans serviced by the
Master Servicer to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account,
for future distribution to Certificateholders in subsequent months in discharge of any such obligation to make such P&I Advances
or (iii) make such P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I
Advances to be made. Any amounts held in the Collection Account for future distribution and so used to make P&I Advances shall
be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection
Account on or before the next succeeding P&I Advance Date (to the extent not previously replaced through the deposit of Late
Collections of the delinquent principal and/or interest in respect of which such P&I Advances were made). The Master Servicer
shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances to be made by the Master Servicer
for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to Mortgage Loans serviced
by the Master Servicer for such Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the Master
Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee
shall make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution Date,
unless the Master Servicer shall have cured such failure (and provided written notice of such cure to the Trustee and the Certificate
Administrator) by 11:00 a.m., New York City time, on such Distribution Date. In the event that the Master Servicer fails to
make a required P&I Advance hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m.,
New York City time, on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal
to the CREFC® Intellectual Property Royalty License Fee shall not be remitted to the Certificate Administrator for
deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC®
on such Distribution Date.


 


If the Master Servicer
or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole Loan with a related Serviced Companion
Loan, then it shall provide to the related other master servicer and Other Trustee under the Other Pooling and Servicing Agreement
written notice of the amount of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making
such P&I Advance.


 


If the Master Servicer
or the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall provide to the related Non-Serviced
Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within two (2) Business Days of making
such P&I Advance.


 


(b)          
Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made
by the Master Servicer with respect to any Distribution Date, and each


 






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Mortgage
Loan, shall be equal to: (i) the Periodic Payments (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage
Loan, a fee accruing at the related Non-Serviced Primary Servicing Fee Rate) other than Balloon Payments, that were due on such
Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other than any portion of an REO Loan related to a
Companion Loan) during the related Collection Period and were not received as of the close of business on the Business Day preceding
the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of the Master Servicer) and (ii) with respect
to each such Mortgage Loan delinquent in respect of its Balloon Payment as of the P&I Advance Date (including any REO Loan
(other than any portion of an REO Loan related to a Companion Loan) as to which the related Balloon Payment would have been past
due), an amount equal to the Assumed Scheduled Payment therefor. Subject to Section 4.03(c) below, the obligation of the
Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage Loan (including any Non-Serviced
Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan), shall continue until the Distribution
Date on which the proceeds, if any, received in connection with a Liquidation Event or the disposition of the REO Property, as
the case may be, with respect thereto are to be distributed. No P&I Advances shall be made with respect to any Companion Loan.


 


(c)          
Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I
Advance would, if made, constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the Master Servicer,
the Special Servicer or the Trustee shall make its determination that a P&I Advance that has been made on such Serviced Mortgage
Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with
respect to such Serviced Mortgage Loan independently of any determination made by the applicable Other Servicer or Other Trustee,
as the case may be, under the applicable Other Pooling and Servicing Agreement in respect of the related Serviced Companion Loan.
If the Master Servicer, the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Serviced
Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Serviced Mortgage Loan previously made, would be,
or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall
provide the applicable Other Servicer written notice of such determination within two (2) Business Days of the date of such determination.
If the Master Servicer receives written notice from the related Other Servicer, as the case may be, that an Other Servicer or the
Other Trustee has determined, in accordance with the applicable Other Pooling and Servicing Agreement with respect to a Serviced
Companion Loan, that any proposed advance under the applicable Other Pooling and Servicing Agreement that is similar to a P&I
Advance would be, or any outstanding advance under such Other Pooling and Servicing Agreement that is similar to a P&I Advance
is, a nonrecoverable advance, then the Master Servicer, the Special Servicer or the Trustee may, based upon such determination,
determine that any P&I Advance previously made or proposed to be made with respect to the related Serviced Mortgage Loan will
be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required to make
any additional P&I Advances with respect to the related Serviced Mortgage Loan unless and until the Master Servicer or the
Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related Serviced Mortgage
Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Other
Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee,


 






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as
the case may be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding
P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


With respect to each
Non-Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination (based on information
provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that a P&I Advance that has been
made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute
a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any determination made by the applicable
Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the Non-Serviced Trustee, as the case may be, under
the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the Master Servicer, the Special Servicer
or the Trustee determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding
P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide the applicable Non-Serviced Master
Servicer and Non-Serviced Special Servicer written notice of such determination within two (2) Business Days of the date of such
determination. If the Master Servicer receives written notice from the related Non-Serviced Master Servicer or the related Non-Serviced
Special Servicer, as the case may be, that either has determined, or the Non-Serviced Trustee has determined, in accordance with
the applicable Non-Serviced PSA with respect to a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced
PSA that is similar to a P&I Advance would be, or any outstanding advance under such Non-Serviced PSA that is similar to a
P&I Advance is, a nonrecoverable advance, then the Master Servicer, the Special Servicer or the Trustee may, based upon such
determination, determine that any P&I Advance previously made or proposed to be made with respect to the related Non-Serviced
Mortgage Loan will be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not
be required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until the
Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related
Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation
with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For
the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the case may be, shall have the sole discretion
provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable,
a Nonrecoverable Advance.


 


(d)          
In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any
amounts then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder
(unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest
at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but
not including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) if
the


 






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related
Periodic Payment is received on or before the related Due Date has passed and any applicable Grace Period has expired or (ii) if
the related Periodic Payment is received after the Determination Date but on or prior to the related P&I Advance Date. The
Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to
Section 3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited
in the Collection Account.


 


(e)          
Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest,
Yield Maintenance Charges, Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or make any P&I
Advance with respect to any Companion Loan or any cure payment payable by a holder of an AB Subordinate Companion Loan and (ii) if
an Appraisal Reduction Amount has been determined with respect to any Mortgage Loan (or, in the case of a Non-Serviced Mortgage
Loan, an “appraisal reduction amount” (or similar item) has been made in accordance with the related Non-Serviced PSA
and the Master Servicer has notice of such appraisal reduction amount) then in the event of subsequent delinquencies thereon, the
interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall be reduced (it
being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance) to equal the product
of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution Date without
regard to this clause 4.03(e)(ii), and (y) a fraction, expressed as a percentage, the numerator of which is equal
to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date, net of the related Appraisal
Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related
Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately
prior to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the Maturity Date
for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


Section 4.04          Allocation
of Realized Losses. (a) On each Distribution Date, immediately following the distributions to be made on such date
pursuant to Section 4.01, the Certificate Administrator shall calculate the Realized Loss and
Retained Certificate Realized Loss for such Distribution Date. Any allocation of Realized Losses or Retained Certificate
Realized Losses to a Class of Regular Certificates or Exchangeable Certificates or Exchangeable Upper-Tier Regular Interest
shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Realized Losses or Retained
Certificate Realized Losses so allocated to a Class of Regular Certificates or Exchangeable Certificates shall be allocated
among the respective Certificates of such Class of Regular Certificates or Exchangeable Certificates in proportion to the
Percentage Interests evidenced thereby. The allocation of Realized Losses or Retained Certificate Realized Losses shall
constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously allocated
Realized Losses and Retained Certificate Realized Losses will not constitute distributions of principal for any purpose and
will not result in an additional reduction in the Certificate Balance of the applicable Class of Certificates or Upper-Tier
Regular Interest in respect of which any such reimbursement is made. With respect to any Class of Principal Balance
Certificates (other than any Exchangeable Certificates) and Exchangeable Upper-Tier P&I Regular Interests, to the extent
any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections


 






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on
the Mortgage Loans and previously resulted in a reduction of the Aggregate Principal Distribution Amount (and corresponding to
a reduction of the Principal Distribution Amount and Retained Certificate Principal Distribution Amount) are subsequently recovered
on the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the Class or Classes of
such Principal Balance Certificates or Exchangeable Upper-Tier P&I Regular Interests that previously were allocated Realized
Losses and Retained Certificate Realized Losses, as applicable, and in the case of Realized Losses, in sequential order according
to the priority of payments for such Principal Balance Certificates (other than the RR Interest) and Exchangeable Upper-Tier P&I
Regular Interests (and with respect to the Class A-1 and Class A-SB Certificates and the Class A-4 and Class A-5 Upper-Tier Regular
Interests (and, correspondingly, to the Class A-4, Class A-4-1, Class A-4-2, Class A-5, Class A-5-1 and Class A-5-2 Certificates,
pro rata in proportion to their Class Percentage Interests in the Class A-4 Upper-Tier Regular Interest or the Class A-5 Upper-Tier
Regular Interest, as applicable), on a pro rata basis according to the amount of unreimbursed Realized Losses on such Classes),
in each case up to the amount of the unreimbursed Realized Losses and Retained Certificate Realized Losses, as applicable, allocated
to such Class of Principal Balance Certificates or Exchangeable Upper-Tier Regular Interests.


 


(b)          
 (i) On each Distribution Date, the Certificate Balances of the Principal Balance Certificates (other than any Exchangeable
Certificates and the RR Interest) and the Exchangeable Upper-Tier P&I Regular Interests will be reduced without distribution,
as a write-off to the extent of any Realized Losses, if any, allocable to such Certificates or Exchangeable Upper-Tier Regular
Interests with respect to such Distribution Date. Any such write-off shall be allocated in Reverse Sequential Order.


 


(ii)           
On each Distribution Date, the Certificate Balance of the RR Interest will be reduced without distribution, as a write-off
to the extent of any Retained Certificate Realized Losses with respect to such Distribution Date.


 


(iii)          
Any Realized Losses applied to the Class A-4, Class A-5 or Class A-S Upper-Tier Regular Interest shall be allocated to the
corresponding Classes of Exchangeable Certificates with Certificate Balances that represent an interest therein pro rata to
reduce their Certificate Balances in accordance with their Class Percentage Interests therein.


 


(c)          
 With respect to any Distribution Date, any Realized Losses or Retained Certificate Realized Losses allocated to a Class
of Principal Balance Certificates (other than any Exchangeable Certificates) or Exchangeable Upper-Tier P&I Regular Interest
pursuant to Section 4.04(a) or Section 4.04(b) with respect to such Distribution Date shall reduce the
Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section 4.05         
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of (x) determining the Controlling
Class (and whether a Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights
of the related Classes for purposes of removal of the Special Servicer or the Operating Advisor, Allocated Appraisal Reduction
Amounts and Allocated Collateral Deficiency Amounts (with respect to a


 






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Serviced
Whole Loan, to the extent allocated to the related Mortgage Loan) shall be allocated to each Class of Certificates (other
than the RR Interest and any Exchangeable Certificates) and the Exchangeable Upper-Tier Regular Interests in reverse sequential
order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced to
zero (i.e., first, to the Class H Certificates, second, to the Class G Certificates, third,
to the Class F Certificates, fourth, to the Class E Certificates, fifth, to the Class D Certificates,
sixth, to the Class C Certificates, seventh, to the Class B Certificates, eighth, to the Class A-S
Upper-Tier Regular Interest, and finally, pro rata based on their respective interest entitlements, to the
Class A-1 and Class A-SB Certificates and the Class A-4 and Class A-5 Upper-Tier Regular Interests). Allocated Appraisal Reduction
Amounts and Allocated Collateral Deficiency Amounts allocated to any Exchangeable Upper-Tier Regular Interest as set forth above
will be allocated to the Classes of Exchangeable P&I Certificates representing interests therein pro rata in accordance with
their respective Class Percentage Interests in such Exchangeable Upper-Tier Regular Interest.


 


Appraisal Reduction Amounts
and Cumulative Appraisal Reduction Amounts allocated to a related Mortgage Loan will be allocated between the RR Interest on the
one hand and the Senior Certificates and Subordinate Certificates, on the other hand, based on the Required Credit Risk Retention
Percentage and the Non-Retained Percentage, respectively.


 


As of the first Determination
Date following a Serviced Mortgage Loan becoming an AB Modified Loan, the Special Servicer shall calculate whether a Collateral
Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained by the Special
Servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination.
Upon obtaining knowledge or receipt of notice by the Master Servicer that a Non-Serviced Mortgage Loan has become an AB Modified
Loan, the Master Servicer shall (i) promptly request from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other information
reasonably required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified
Loan, and (ii) as of the first Determination Date following receipt by the Master Servicer of the appraisal and any other information
set forth in the immediately preceding clause (i) that the Master Servicer reasonably expects to receive, calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal
obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information in its
possession relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any other
party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the
Master Servicer thereof. Upon reasonable prior written request, the Master Servicer shall provide the Special Servicer with information
in its possession or, with respect to Non-Specially Serviced Loans, reasonably obtainable by the Master Servicer that is reasonably
required to calculate or recalculate any Collateral Deficiency Amount. None of the Master Servicer (with respect to Serviced Mortgage
Loans), the Special Servicer (with respect to Non-Serviced Mortgage Loans), the Operating Advisor (unless a Control Termination
Event has occurred and is continuing and the Special Servicer has calculated any such Collateral Deficiency Amount), the Trustee
or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 






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For purposes of determining
the Controlling Class and whether a Control Termination Event has occurred and is continuing, Allocated Collateral Deficiency Amounts
allocated to an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in Reverse Sequential Order to
notionally reduce the related Certificate Balances until the Certificate Balance of each such Class of Control Eligible Certificates
is reduced to zero. For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence and continuance
of a Control Termination Event, any Class of Control Eligible Certificates shall be allocated both applicable Appraisal Reduction
Amounts and applicable Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal Reduction
Amount), in accordance with this Section 4.05(a), but only to the extent of the Allocated Appraisal Reduction Amounts
and Allocated Cumulative Appraisal Reduction Amounts.


 


With respect to (i) any
Appraisal Reduction Amount calculated for the purposes of determining the Voting Rights of the related Classes for purposes of
removal of the Special Servicer or Operating Advisor and (ii) any Appraisal Reduction Amount or Collateral Deficiency Amount calculated
for purposes of determining the Controlling Class or the occurrence and continuance of a Control Termination Event, the appraised
value of the related Mortgaged Property shall be determined on an “as is” basis.


 


The Special Servicer
(in the case of a Serviced Mortgage Loan) or the Master Servicer (in the case of a Non-Serviced Mortgage Loan) shall promptly notify
the Master Servicer or the Special Servicer, as the case may be, and the Master Servicer shall notify the Certificate Administrator,
to the extent it receives such information, of the amount of any Appraisal Reduction Amount, any Collateral Deficiency Amount and
any resulting Cumulative Appraisal Reduction Amount allocated to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan (which
notification shall be satisfied through delivery of such Appraisal Reduction Amount as included in the CREFC® Appraisal
Reduction Amount Template included in the CREFC® Investor Reporting Package with respect to the Collateral Deficiency
Amount and the Cumulative Appraisal Reduction Amount) and the Certificate Administrator shall promptly post notice of such Appraisal
Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable, to the Certificate
Administrator’s Website. Based on information in its possession, the Certificate Administrator shall determine from time
to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class,
the Certificate Administrator shall notify the Master Servicer, the Special Servicer and the Operating Advisor of such event, including
the identity and contact information of the new Controlling Class Certificateholder and the identity of the Controlling Class
as set forth in Section 3.23(m) (the cost of obtaining such information from the Depository being an expense of the
Trust).


 


(b)          
 (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any
time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a
result of an Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall have the
right, at their sole expense, to require the Special Servicer to order (or, with respect to a Non-Serviced Mortgage Loan, require
the Master Servicer to request from the applicable Non-Serviced Special Servicer) a second Appraisal with respect to any Mortgage
Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to


 






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which
there exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). The Special Servicer
shall use its reasonable efforts to cause such second Appraisal to be delivered within thirty (30) days from receipt of the Requesting
Holders’ written request and shall cause such Appraisal to be prepared on an “as-is” basis by an MAI appraiser
(provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the
Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). With respect to any such Non-Serviced
Mortgage Loan, the Master Servicer shall use commercially reasonable efforts to obtain such second Appraisal from the applicable
Non-Serviced Special Servicer and to forward such second Appraisal to the Special Servicer.


 


In addition, the Requesting
Holders of any Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order an additional
Appraisal of any Serviced Mortgage Loan as to which there exists a Collateral Deficiency Amount if an event has occurred at, or
with respect to, the related Mortgaged Property or Mortgaged Properties that would have a material effect on its or their appraised
value. To the extent that the Special Servicer agrees such an event has in fact occurred, the Special Servicer shall use its reasonable
efforts to cause such additional Appraisal to be delivered within thirty (30) days from receipt of the Requesting Holders’
written request and shall cause such Appraisal to be prepared on an “as-is” basis by an MAI appraiser (provided
that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders
are requesting the Special Servicer to obtain an additional Appraisal).


 


(ii)          
Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Master Servicer (for Collateral
Deficiency Amounts on Non-Serviced Mortgage Loans), the applicable Non-Serviced Special Servicer (for Appraisal Reduction Amounts
on Non-Serviced Mortgage Loans to extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement)
and the Special Servicer (for any Serviced Mortgage Loan) shall determine, in accordance with the Servicing Standard, whether,
based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount (as applicable) is warranted, and if so warranted, such Person shall recalculate the Appraisal Reduction Amount or Collateral
Deficiency Amount, as applicable, based on such supplemental Appraisal and (for any Serviced Mortgage Loan) any information received
from the Master Servicer. If required by such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class
and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent
required by such recalculation of the Appraisal Reduction Amount, Allocated Appraisal Reduction Amount or Collateral Deficiency
Amount, as applicable. The Certificate Administrator, the Operating Advisor and the Special Servicer shall be entitled to conclusively
rely on the Master Servicer’s calculation or determination of any Collateral Deficiency Amount with respect to Non-Serviced
Mortgage Loans. The Holders of an Appraised-Out Class may not exercise any direction, control, consent and/or similar rights of
the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon
receipt by the Special Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but
excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction Amount
or Collateral Deficiency Amount is warranted or (B) the Special


 






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Servicer
recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental Appraisal,
the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review Period shall
be exercised by the next most senior Class of Control Eligible Certificates that is not an Appraised-Out Class, if any.


 


(c)          
With respect to each Serviced Mortgage Loan, and each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred
(unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within
thirty (30) days of the occurrence or of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination
that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary
or determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master
Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal
valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of
any Appraisal obtained in accordance with Section 4.05(b)(i) above), shall deliver a copy thereof to the Master Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any
Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)
the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance with
Section 4.05(b) above) and receipt of information reasonably requested by the Special Servicer from the Master Servicer
and necessary to calculate the Appraisal Reduction Amount, the Special Servicer shall determine or redetermine, as applicable,
and report to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the
occurrence and continuance of any Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that
is an Excluded Loan as to such party) the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal
Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan, Serviced Companion Loan or Serviced Whole
Loan, as applicable, and such report shall be delivered in the CREFC® Appraisal Reduction Template format; provided,
however, that the Special Servicer shall not be liable for failure to comply with such duties insofar as such failure results
from a failure of the Master Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure
by the Master Servicer to otherwise comply with its obligations hereunder. Following the Master Servicer’s receipt from the
Special Servicer of the calculation of the Appraisal Reduction Amounts, the Master Servicer shall provide such information to the
Certificate Administrator in the form of the CREFC® Loan Periodic Update File and the CREFC® Appraisal
Reduction Template provided to it by the Special Servicer, and the Certificate Administrator will calculate the Allocated Appraisal
Reduction Amount and the Allocated Cumulative Appraisal Reduction Amount. Such report of the Appraisal Reduction Amount shall also
be promptly forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan),
to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer and Other
Trustee of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related
Serviced Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is


 






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a
Specially Serviced Loan). If the Special Servicer is required to redetermine the Appraisal Reduction Amount or Collateral Deficiency
Amount, such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount shall replace the prior Appraisal Reduction
Amount or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan,
as applicable. Prior to the occurrence and continuance of a Consultation Termination Event (and unless the related Mortgage Loan
is an Excluded Loan as to such party), the Special Servicer shall consult with the Directing Certificateholder with respect to
any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount or Collateral Deficiency Amount.
Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain
an Appraisal or conduct an internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced
Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal
or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the related
Mortgaged Property within the twelve-month period immediately prior to the occurrence of such Appraisal Reduction Event. Instead,
the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal Reduction Amount with
respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the Special Servicer has
no knowledge of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal
or valuation.


 


The Master Servicer shall
deliver by electronic mail to the Special Servicer any information in its possession or, with respect to Non-Specially Serviced
Loans, reasonably obtainable by the Master Servicer that is reasonably required to determine, calculate, redetermine or recalculate
any Appraisal Reduction Amount and Allocated Appraisal Reduction Amount, using reasonable efforts to deliver such information,
within four (4) Business Days following the Special Servicer’s reasonable request therefor; provided that the Special
Servicer’s failure to timely make such request shall not relieve the Master Servicer of its obligation to use reasonable
efforts to provide such information to the Special Servicer within four (4) Business Days following the Special Servicer’s
reasonable request. The Master Servicer shall not calculate Appraisal Reduction Amounts.


 


(d)          
Any Serviced Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan previously subject to an Appraisal
Reduction Amount and Allocated Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account
any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable),
and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal
Reduction Amount and Allocated Appraisal Reduction Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan
shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced
PSA.


 


(e)          
Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount
with respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount
in respect of a Serviced AB Whole Loan will be allocated in accordance with the related


 






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Intercreditor
Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate
Companion Loan (until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro
rata, between the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount
in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor Agreement or,
if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari
Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section 4.06         
Grantor Trust Reporting. (a) The parties intend that the portions of the Trust Fund constituting the Grantor Trust,
shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor
trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently
with this intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the power
to vary the investment of the Holders of the Class V Certificates or the RR Interest in the Grantor Trust so as to improve
their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution
(and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect
of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service
Form 1041, Form 1099 or such other form as may be applicable with the Internal Revenue Service with copies of the statements
in the following clause, (B) furnish, or cause to be furnished, to the Holders of the Class V Certificates and the RR
Interest, their allocable share of income and expense with respect to the Excess Interest and Excess Interest Distribution Account,
in the time or times and in the manner required by the Code, and (C) furnish, or cause to be furnished, to the Holders of the Exchangeable
Certificates, their allocable share of income and expense with respect to the Exchangeable Upper-Tier REMIC Regular Interests,
in the time or times and in the manner required by the Code.


 


(b)          
As of the Closing Date, no Class V Certificate, Exchangeable Certificate or RR Interest is held through a “middleman”
as defined in the WHFIT Regulations. If the Certificate Administrator receives notice that the Class V Certificates, an Exchangeable
Certificate or the RR Interest are held through a “middleman” as defined by the WHFIT Regulations, then the Grantor
Trust is a WHFIT that is a WHMT. The Certificate Administrator shall report as required under the WHFIT Regulations to the extent
such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate Administrator
on a timely basis. The Certificate Administrator is hereby directed to assume that Hare & Co. LLC is the only “middleman”
as defined in the WHFIT Regulations unless and until the Depositor provides the Certificate Administrator with the identities of
other “middlemen” that are Certificateholders. The Certificate Administrator shall be entitled to indemnification in
accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first
sentence of this paragraph is incorrect.


 


(c)          
The Certificate Administrator shall report required WHFIT information using either the cash or accrual method, except to
the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation
to determine whether any Certificateholder uses the cash or accrual method. The Certificate


 






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Administrator
shall make available (via its website) WHFIT information to Certificateholders annually. In addition, the Certificate Administrator
shall not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder,
unless requested by the Certificateholder.


 


(d)          
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations
nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided
to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each Holder of a Class V Certificate, an Exchangeable Certificate or an RR Interest, by acceptance of its interest
in such Class of securities, will be deemed to have agreed to provide the Certificate Administrator with information regarding
any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information regarding
any sale of a Class V Certificate, an Exchangeable Certificate or an RR Interest, including the price, amount of proceeds
and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary
market trading of WHFIT interests.


 


(e)          
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on
an appropriate website the CUSIP for the Class V Certificates or the Exchangeable Certificates. The CUSIP so published shall
represent the Rule 144A CUSIP. The Certificate Administrator shall make reasonable good faith efforts to keep the website
accurate and updated to the extent such CUSIP has been received. Absent the receipt of such CUSIP, the Certificate Administrator
will use a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor reporting
delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Section 4.07         
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders
and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator
relating to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as the case may be, relating
to the reports being made available pursuant to Sections 3.13(b) and Section 3.13(d), the Mortgage Loans
(excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor relating to the
Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the Special Servicer referenced
in any Operating Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor,
as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer
or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate
person (in the case of the Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com), in each case within
a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special
Servicer, the Certificate Administrator or


 






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the
Operating Advisor, as applicable, unless such party determines not to answer such Inquiry as provided below, shall reply to the
Inquiry, which reply of the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall be delivered
to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate
Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer or the related Non-Serviced
Special Servicer, as applicable; provided that the Certificate Administrator shall not be responsible for the content of
such answer or any delay or failure to obtain such answer. The Certificate Administrator shall post (within a commercially reasonable
period of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the
Certificate Administrator’s Website. If the Certificate Administrator, the Master Servicer, the Special Servicer or the
Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described
above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering
any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Master Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would
require the disclosure of Privileged Information (subject to the Privileged Information Exception), (vi) that answering the
Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work
product or (vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such
Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the Certificate
Administrator of such determination. In addition, no party shall post or otherwise disclose any direct communications with the
Directing Certificateholder or the Risk Retention Consultation Party (in its capacity as Risk Retention Consultation Party) as
part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the
event that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry
that will not be answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that
the Master Servicer, the Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry
if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in
the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the
Certificateholders, (iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents,
(iv) answering any Inquiry would materially increase the duties of, or result in significant additional costs or expenses
to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or Operating Advisor, as applicable,
(v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise,
for any reason, not advisable, no inference should or may be drawn from the fact that the Master Servicer, the Special Servicer,
the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor
Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the
Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee or the Operating Advisor or any of their respective Affiliates will


 






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certify to any
of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content
of any such information. The Certificate Administrator shall not be required to post to the Certificate Administrator’s
Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative
or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications that are not
submitted via the Certificate Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor shall not be
required to respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor to provide
information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of this Agreement.


 


(b)          
The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged
Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate
Administrator’s Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter
obtain information with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering
to use the Investor Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person
and (b) it grants authorization to the Certificate Administrator to make its name and contact information available on the
Investor Registry for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor
Registry. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name
and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder
or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor
Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor
Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may
require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)          
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request
Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5
Information Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any
Distribution Date Statements, or submit questions to the Master Servicer or the Special Servicer, as the case may be, relating
to the reports prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view
Rating Agency Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs
may use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer
for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special
Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the
Master Servicer to the following: RAInvRequests@wellsfargo.com), in each case within a commercially reasonable period of
time following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer
or the Special Servicer, as the case may be, unless it determines not to answer such Rating Agency Inquiry as


 






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provided
below, shall reply by email to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially
reasonable period of time following receipt of such response) such Rating Agency Inquiry with the related response thereto (or
such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information
Provider in response to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information
Provider’s Website. If the Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective
sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard,
this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to
result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering
any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the
Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith,
in the case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses is
beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable,
under this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information
Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry
with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider
shall not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum
and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and
Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person.
None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in
the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the
content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is
administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions,
answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section 4.08          
Secure Data Room. (a) The Certificate Administrator shall create a Secure Data Room and the Depositor shall,
upon the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing Date,
deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded
by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator shall promptly upload
the contents of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted
by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction
of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator
of a certification substantially in the form of Exhibit QQ hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever


 






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shall
Certificateholders be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall
be under no obligation to post any documents or information to the Secure Data Room other than the contents of the Diligence Files
initially delivered to it by the Depositor.


 


(b)          
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to
the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure
Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such document
or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic
copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not
be responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the
Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful
misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis
and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties
and responsibilities under this Agreement.


 


(c)          
Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust, the Special Servicer may direct the Certificate Administrator in writing to delete
the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate
Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust
pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data
Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End of Article IV]


 


Article V



THE CERTIFICATES


 


Section 5.01         
The Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibit A-1
through and including Exhibit A-4, with such


 






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appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable
judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable
laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may
be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced
by their execution thereof. The Class X Certificates will be issuable only in minimum Denominations of authorized initial
Notional Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Registered Certificates
(other than the Class X-A Certificates and Class X-B Certificates) will be issuable only in minimum Denominations of
authorized initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Non-Registered
Certificates (other than any Class X Certificates and other than the Class V and Class R Certificates and the RR Interest)
will be issuable in minimum Denominations of authorized initial Certificate Balance of not less than $100,000, and in integral
multiples of $1.00 in excess thereof. The RR Interest will be issuable in minimum Denominations of authorized initial Certificate
Balance of not less than $1.00, and in integral multiples of $0.01 in excess thereof. If the Original Certificate Balance or initial
Notional Amount, as applicable, of any Class (other than the RR Interest) does not equal an integral multiple of $1.00, then a
single additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Balance
or initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or initial Notional
Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The
Class R and Class V Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such
Class R or Class V Certificates and in integral multiples of 1% in excess thereof.


 


(b)          
One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If
an authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns
the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of
the Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The
signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02         
Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than
one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate of LD II Holdco XI LLC) is to be made
in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:


 


(a)          
Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore
Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry certificate
in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto
(each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on the Closing Date
on behalf of the purchasers of the Non-Registered Certificates


 






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represented
thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the
name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or
Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the
Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Book-Entry
Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest
in a Temporary Regulation S Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry
Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f).
During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S.
Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial
interests in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests
unless exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld
or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S Book-Entry
Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as
custodian for the Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar
for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association is hereby
initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery
of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association is
removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee
or an Affiliate thereof.


 


(b)          
Certificates of each Class of Non-Registered Certificates (other than any RR Interest during the RR Interest Transfer Restriction
Period and the EU Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A
under the Act (“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall
be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered
in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry
Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as
custodian for the Depository, as hereinafter provided.


 


(c)          
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”) shall be
in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be


 






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registered
in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book
Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R and Class V Certificates
shall only be in the form of Definitive Certificates, and the RR Interest shall be issued in the form of Definitive Certificates
at all times during the RR Interest Transfer Restriction Period and the EU Transfer Restriction Period.


 


(d)          
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is
no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates
of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified
successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any
judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection
with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such
Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued to
beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events described
in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates
and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository of instructions
for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing,
in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer
restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such
Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect
of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred
on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class
of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders of
Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise
set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will
refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution
to the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures.


 


(e)          
Subject to the following provisions, during the RR Interest Transfer Restriction Period and the EU Transfer Restriction
Period, any RR Interest shall only be held as a Definitive Certificate in the Retained Interest Safekeeping Account by the Certificate
Administrator (and each Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate
Administrator’s trust accounting system under the Retained Interest Safekeeping Account), for the benefit of the Holder of
the related Certificate.


 


The Certificate Administrator
shall hold the RR Interest in safekeeping and shall release the Definitive Certificate representing a portion of the requesting
Retaining Party’s RR


 






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Interest
only upon receipt of written instructions from the applicable Holder of the RR Interest and the Retaining Sponsor’s written
consent, or in connection with a transfer, in accordance with Section 5.03(i), and in accordance with any authentication
procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. There shall be, and hereby
is, established by the Certificate Administrator an account which will be designated the “Retained Interest Safekeeping
Account” and into which the RR Interest shall be held and which shall be governed by and subject to this Agreement. In addition,
on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Interest Safekeeping
Account for each Retained Party. The RR Interest to be delivered in physical form to the Certificate Administrator shall be delivered
as set forth herein. No amounts distributable to the RR Interest shall be remitted to the Retained Interest Safekeeping Account,
but shall be remitted directly to each Retained Party in accordance with written instructions provided separately by each Retained
Party to the Certificate Administrator. Under no circumstances by virtue of safekeeping the RR Interest shall the Certificate
Administrator be obligated to bring legal action or institute proceedings against any person on behalf of the Retained Parties.
During the RR Interest Transfer Restriction Period and the EU Transfer Restriction Period and for such longer time as the Retaining
Parties may request, the Certificate Administrator shall hold the Definitive Certificate representing the RR Interest at the below
location, or any other location; provided the Certificate Administrator has given notice to each of the Retaining Parties
of such new location:


 


Wells Fargo Bank NA


Attn: Security Control
and Transfer (SCAT) – MAC N9345-010


425 E Hennepin Avenue


Minneapolis, MN 55414


 


The Certificate Administrator
shall make available to each Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator
and each respective Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any
transfer of an RR Interest shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator
is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the
RR Interest on the Closing Date.


 


On the Closing Date and
upon any transfer of the RR Interest pursuant to Section 5.03(i), the Certificate Administrator shall deliver written confirmation
to the Depositor, the Retaining Sponsor and the initial Holder of the RR Interest substantially in the form of Exhibit TT
to this Agreement evidencing its receipt of the RR Interest.


 


Section 5.03         
Registration of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause
to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable
regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented
by a


 






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Temporary
Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate
and accepting Certificates for exchange and registration of transfer, (ii) holding the RR Interest as Definitive Certificates
on behalf of each Holder of such Class and (iii) transmitting to the Depositor, the Master Servicer and the Special Servicer
any notices from the Certificateholders. No fee or service charge shall be imposed by the Certificate Registrar for its services
in respect of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates) referred to in
this Section 5.03.


 


(b)          
Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)          
Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S
Book-Entry Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause
the exchange of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions
given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to
credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount equal
to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance
with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to be credited with
such increase and the name of such account and (3) a certificate in the form of Exhibit I hereto given by the
holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate
and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by
the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear
or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited, from the account
of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate that is being
exchanged or transferred.


 


(d)          
Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at
any time following the Restricted


 






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Period
to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Regulation S Book-Entry Certificate
of the same Class, or to transfer its interest in such Rule 144A Book-Entry Certificate to a Person who is required to take
delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such holder may, subject to the rules
and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such
Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in
Section 5.07, of (1) instructions given in accordance with the Depository’s procedures from a Depository
Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S
Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged,
(2) a written order given in accordance with the Depository’s procedures containing information regarding the participant
account of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit J hereto
given by the holder of such beneficial interest stating (A) that the transfer of such interest has been made in compliance
with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S,
or (B) that the transferee is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest
in the Regulation S Book-Entry Certificate, without any registration of such Certificates under the Act (in which case such
certificate shall enclose an Opinion of Counsel to such effect and such other documents as the Certificate Registrar may reasonably
require), then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance
of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S
Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate
to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest
in the Regulation S Book-Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry
Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial
interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(e)          
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange
its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate of the same Class, or to transfer its interest in such Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate to a Person who is required to take delivery thereof in the
form of an interest in the Rule 144A Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear
or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial
interest in the Rule 144A Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07, of (1) instructions from Euroclear or Clearstream, if applicable, and
the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest in the
Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information regarding the


 






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participant
account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S
Book-Entry Certificate, information regarding the participant account of the Depository to be debited with such decrease and (3) with
respect to a transfer of an interest in the Temporary Regulation S Book-Entry Certificate for an interest in the Rule 144A
Book-Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto given
by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation S
Book-Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate
is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of
Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer
(an “Investment Representation Letter”) and is obtaining such beneficial interest in a transaction meeting
the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate
Certificate Balance of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction,
to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial interest in the
Rule 144A Book-Entry Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate and to debit, or cause to be debited, from the account of the Person making
such transfer the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate that is being transferred.


 


(f)           
Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary
Regulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the
case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or
Clearstream, as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder
of a beneficial interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period,
for interests in the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange
by delivering to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S
Book-Entry Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry
Certificate initially exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate
Registrar by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor
and the Certificate Registrar as conclusive evidence that the certificate or certificates referred to therein has or have been
delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate.
Upon any exchange of interests in the Temporary Regulation S Book-Entry Certificate for interests in the Regulation S
Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Book-Entry Certificate to reflect
the reduction in the Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S
Book-Entry Certificate to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and
except as provided therein, the Temporary Regulation S Book-Entry


 






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Certificate,
and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S
Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)          
Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than (a)
a Class R Certificate or (b) an RR Interest during the RR Interest Transfer Restriction Period or the EU Transfer Restriction
Period) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate
of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof
in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein,
(2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a
beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry
Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to
be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable
Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto
(in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O
hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate
Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable,
execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance
of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry
Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit,
or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry
Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction
of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar
shall execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)          
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and
when permitted by Section 5.02(d), and subject to the issuance and transfer of the RR Interest during the RR Interest
Transfer Restriction Period in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a
transferee of an interest in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate or to a transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)            
Transfers of RR Interest.  At all times, if a Transfer of any RR Interest after the Closing Date is to be made,
then the following documents shall be delivered to the Certificate Administrator, who will facilitate the transfer in conjunction
with the Certificate


 






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Registrar
who shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) (A) if such
RR Interest is in the possession of the Certificate Administrator, a letter notifying the Certificate Administrator in writing
of the Holder of an RR Interest’s intention to transfer such RR Interest from the Retained Interest Safekeeping Account
and identifying the transferee, (B) a certification from such Certificateholder’s prospective Transferee substantially
in the form attached hereto as Exhibit D-3, which such certification must be countersigned by the Retaining Sponsor with
a medallion stamp guarantee of the Retaining Sponsor, (C) a certification from the Certificateholder desiring to effect such
transfer substantially in the form attached hereto as Exhibit D-4, which such certification must be countersigned by the
Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor, (D) a completed W-9 by the prospective transferee
and (E) contact information and wiring instructions for the prospective transferee. So long as the RR Interest is held by
the Certificate Administrator in the Retained Interest Safekeeping Account, upon the completion of any such Transfer, the Certificate
Administrator shall issue a receipt to such transferor and transferee. Upon receipt of the foregoing certifications, the Certificate
Registrar shall, subject to Section 5.02(e) and Section 5.03(a), reflect such RR Interest in the name
of the prospective Transferee. For the avoidance of doubt, in no event shall an RR Interest be held as a Book-Entry Certificate
during the RR Interest Transfer Restriction Period or the EU Transfer Restriction Period. Any attempted or purported transfer
in violation of this Section 5.03(i) shall be null and void ab initio and shall vest no rights in any purported transferee
and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


(j)           
Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(k)          
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
transfers of interests in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S)
shall be limited to transfers made pursuant to the provisions of subsection (e) above.


 


(l)            
If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(m)          
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the
Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.


 






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(n)          
With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial
transfer to the Initial Purchasers or with respect to the RR Interest, the applicable Retaining Parties) of any such Certificate
shall be made unless the Trustee and Certificate Administrator shall have received either (i) a representation letter from
the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto,
to the effect that such proposed purchaser or transferee is not and will not be (A) an employee benefit plan subject to the
fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined
in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made
under Section 410(d) of the Code or any other plan subject to any federal, state or local law (“Similar Law”)
which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or
(B) a person acting on behalf of any such Plan (including an entity whose underlying assets include Plan assets within the
meaning of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the assets
of any such Plan, other than an insurance company using the assets of its general account under circumstances whereby the purchase
and holding of such Certificates by such insurance company will be exempt from the prohibited transaction provisions of ERISA and
the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject
to Similar Law, where the acquisition, holding and disposition of such Certificates will not constitute or result in a non-exempt
violation of Similar Law) or (ii) if such Certificate is presented for registration in the name of a purchaser or transferee
that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee, the Certificate Administrator
and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute
or result in a non-exempt “prohibited transaction” within the meaning of ERISA or Section 4975 of the Code or
a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate Registrar,
the Master Servicer, the Special Servicer, any Sub-Servicer, the Initial Purchasers, the Underwriters, the Operating Advisor, the
Asset Representations Reviewer or the Depositor to any obligation or liability (including obligations or liabilities under ERISA,
Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Agreement. The Trustee and Certificate
Administrator shall not register the sale, transfer, pledge or other disposition of any ERISA Restricted Certificate unless the
Trustee and Certificate Administrator have received either the representation letter described in clause (i) above
or the Opinion of Counsel described in clause (ii) above. The costs of any of the foregoing representation letters
or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special Servicer, any Sub-Servicer,
the Trustee, the Certificate Administrator, the Initial Purchasers, the Underwriters, the Operating Advisor, the Certificate Registrar,
the Asset Representations Reviewer or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent
that it is not and will not become a Person specified in clauses (i)(A) or (i)(B) above. Any transfer, sale,
pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under
ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(n)
shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law.


 


(o)          
No Class R or Class V Certificate may be purchased by or transferred to any prospective purchaser or transferee
that is or will be a Plan, or any person acting on behalf of


 






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a
Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan and the
application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the
assets of a Plan to purchase such Class R or Class V Certificate. Except in connection with the transfer or deemed transfer
thereof by the Depositor or an Initial Purchaser, each prospective transferee of a Class R or Class V Certificate shall
deliver to the transferor, the Depositor, the Certificate Administrator and the Trustee representation letters, substantially
in the forms of Exhibit C and Exhibit F-2, stating that the prospective transferee is not and will not become a
Plan or a person acting on behalf of or using the assets of a Plan. Each Holder of a Class R or Class V Certificate
shall be deemed to represent that it is not and will not become a Person specified in the second preceding sentence. Any attempted
or purported transfer in violation of these transfer restrictions shall be null and void ab initio and shall vest
no rights in any purported transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


Each Person who has or
acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:


 


(i)           
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or
hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is
not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in
its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(o) by a Person who is not a Permitted Transferee or by a Person
who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the
immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual
Ownership Interest as soon and as fully as possible.


 


(ii)          
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register,
without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer,
and such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an
affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed
transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they
become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable
to a








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foreign
permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any
other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does
not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted
Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee,
and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(o)
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the
proposed transferor substantially in the form attached as Exhibit D-2 (the “Transferor Letter”),
that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual
knowledge or reason to know that the proposed transferee’s statements in its Transferee Affidavit are false.


 


(iii)          
Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if
a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee,
no Transfer to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate
Register; provided, however, that the Certificate Registrar shall not be required to conduct any independent investigation
to determine whether a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred
a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in
contravention of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from
the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue
Service and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(p)          
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(q)          
Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for such withholding, and the Certificateholders shall be required to provide the Certificate Administrator with such forms and
such other information reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any
amount from interest or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal
withholding requirements,


 






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the
Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed
to such Persons for all purposes of this Agreement.


 


(r)           
In addition, each beneficial owner of any Certificate or any interest therein that is a Plan subject to Section 406
of ERISA or Section 4975 of the Code (an “ERISA Plan”) or any person acting on behalf of or using the assets
of a Plan, including any fiduciary purchasing Certificates on behalf of an ERISA Plan (“Plan Fiduciary”) will
be deemed to have represented by its acquisition of such Certificate that (i) none of the Depositor, the Trustee, any Initial Purchaser,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor
or any of their respective affiliated entities, has provided any investment recommendation or investment advice on which such purchaser
or transferee or the fiduciary making the investment decision for such purchaser or transferee has relied in connection with the
decision to acquire Certificates, and they are not otherwise acting as a fiduciary (within the meaning of Section 3(21) of ERISA
or Section 4975(e)(3) of the Code) to such purchaser or transferee in connection with its acquisition of Certificates (except where
an exemption applies (all of the conditions of which are satisfied) or it would not otherwise result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code), and (ii) the Plan Fiduciary making the decision to acquire the Offered Certificates
is exercising its own independent judgment in evaluating the investment in the Offered Certificates.


 


Section 5.04         
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new
Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover
any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05         
Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever,
and none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar or
any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that
a party to this Agreement responsible for distributing any report, statement or other information required to be distributed to
Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement
or other information to such beneficial owner (or prospective transferee).


 






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Section 5.06         
Access to List of Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar
shall maintain in as current form as is reasonably practicable the most recent list available to it of the names and addresses
of the Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in writing from
the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten (10) Business Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s
sole cost and expense) a current list of the Certificateholders. In addition, upon written request to the Certificate Administrator
of any Certificateholder or Certificate Owner (if applicable) that has provided an Investor Certification, the Certificate Administrator
shall promptly notify such Certificateholder or Certificate Owner of the identity of the then-current Directing Certificateholder.
Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable
by reason of the disclosure of any such information as to the list of the Certificateholders hereunder, regardless of the source
from which information was derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time
upon request therefor.


 


(b)          
 (i) The Certificate Administrator shall include in any Form 10-D any written request received in accordance with
Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date
preceding such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or
Certificate Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement.
Any Form 10-D containing such disclosure (a “Special Notice”) regarding the request to communicate shall include
the following and no more than the following (a) the name of the Certificateholder or Certificate Owner making the request,
(b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has received
such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders
or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method
other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner. It is
hereby understood that a disclosure in substantially the following form shall be deemed to satisfy the requirements in the preceding
sentence: “On [date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request
to communicate with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form
10-D relates (the “Securitization”). The requesting Certificateholder or Certificate Owner is interested in
communicating with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling
and servicing agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting
Certificateholder or Certificate Owner at [telephone number], [email address] and/or [mailing address].”


 


(ii)          
In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate


 






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Owner
is the holder of record with respect to any Certificate, the Certificate Administrator shall not require any further verification
or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect to any Certificate, the Certificate
Administrator shall require no more than (x) a written certification from such Certificateholder or Certificate Owner that
it is the beneficial owner of a Certificate and (y) one of the following documents confirming ownership of such Certificate:
a trade confirmation, an account statement, a letter from a broker-dealer or another document acceptable to the Certificate Administrator
that is similar to any of the foregoing documents. The Certificate Administrator shall not have any obligation to verify the information
provided by any Certificateholder or Certificate Owner in any request to communicate and may rely on such information conclusively.
Additionally, any expenses the Certificate Administrator incurs in connection with any request to communicate will be paid by
the Trust.


 


Section 5.07         
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or
offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at 600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479 as its
office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors
of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.08         
Appointment of Certificate Administrator. (a) Wells Fargo Bank, National Association is hereby initially appointed
Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated,
the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the
obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


 


(b)          
The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties.


 


(c)          
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          
The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 






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(e)          
The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)           
The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the
Special Servicer or the Depositor.


 


Section 5.09          
[RESERVED]


 


Section 5.10         
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)          
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)          
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)          
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the


 






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voting
deadline shall not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing
the results of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage
against the proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been
adopted by Certificateholders. The notice shall be distributed in accordance with the methods described in Section 5.10(a)
above. The Certificate Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution
period that corresponds with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator
shall not, absent manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          
Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall
be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or
answer questions other than process-related questions regarding the administration of the vote.


 


(e)          
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


Section 5.11          
Exchangeable Certificates.


 


(a)          
On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable
Certificates shall represent an undivided beneficial ownership interest in the Corresponding Exchangeable Upper-Tier Regular Interests
in an amount equal to the Class Percentage Interest of such Class in each such Corresponding Exchangeable Upper-Tier Regular Interest.
All amounts allocated to an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon,
shall be allocated to the Classes of Exchangeable Certificates representing an interest therein, in proportion to their Class Percentage
Interests therein.


 


(b)          
Certificates of each Class of Exchangeable Certificates (each such Class, in connection with any exchange, an applicable
“Surrendered Class”) may be exchanged on the books of DTC for Certificates of the corresponding Classes of Exchangeable
Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice
versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered
Classes of Certificates. No fee shall be required with respect to any exchange of Exchangeable Certificates. Following any exchange
of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests
in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently
their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently
their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar,
as applicable, shall (i) make the appropriate notation of


 






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such
exchange on the Certificate Register and on the Book-Entry Certificate for each Class of Exchangeable Certificates involved in
such exchange to reflect such reductions and increases and (ii) give appropriate instructions to the Depository to reflect such
reductions and increases.


 


	Surrendered Classes (or Received 

Classes) of Certificates	Received Classes (or Surrendered 

Classes) of Certificates
	Class A-4	Class A-4-1, Class A-4-X1
	Class A-4	Class A-4-2, Class A-4-X2
	Class A-5	Class A-5-1, Class A-5-X1
	Class A-5	Class A-5-2, Class A-5-X2
	Class A-S	Class A-S-1, Class A-S-X1
	Class A-S	Class A-S-2, Class A-S-X2


 


For example, a Certificateholder
holding Class A-S Certificates with a Denomination of $68,968,000 may surrender Class A-S Certificates with a Denomination of $34,484,000
(the Certificates of the applicable Surrendered Class) and receive in exchange Class A-S-1 Certificates with a Denomination of
$34,484,000 and Class A-S-X1 Certificates with a Denomination of $34,484,000 (collectively, the Certificates of the applicable
Received Classes). In such event, (i) the Class Percentage Interest of the Class A-S Certificates in each of the Class A-S, Class
A-S-X1 and Class A-S-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the
Class A-S-1 Certificates in each of the Class A-S and Class A-S-X2 Upper-Tier Regular Interests would be increased from 0% to 50%,
and (iii) the Class Percentage Interest of the Class A-S-X1 Certificates in the Class A-S-X1 Upper-Tier Regular Interest would
be increased from 0% to 50%.


 


Similarly a Certificateholder
holding Class A-S-1 Certificates with a Denomination of $34,484,000 that seeks to surrender all such Certificates in exchange for
Class A-S Certificates will be required to surrender all such Certificates, as well as Class A-S-X1 Certificates with a Denomination
of $34,484,000 in order to accomplish such exchange. In such event, (i) the Class Percentage Interest of the Class A-S-1 Certificates
in each of the Class A-S and Class A-S-X2 Upper-Tier Regular Interests would be reduced from 50% to 0%, (ii) the Class Percentage
Interest of the Class A-S-X1 Certificates in the Class A-S-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and
(iii) the Class Percentage Interest of the Class A-S Certificates in each of the Class A-S, Class A-S-X1 and Class A-S-X2
Upper-Tier Regular Interests would be increased from 0% (assuming no other Class A-S Certificates are then outstanding) to 50%.


 


(c)          
The maximum Certificate Balance or Notional Amount of each Class of Class A-4 Exchangeable Certificates that may be issued
in an exchange is equal to the Certificate Balance of the Class A-4 Upper-Tier Regular Interest, the maximum Certificate Balance
or Notional Amount of each Class of Class A-5 Exchangeable Certificates that may be issued in an exchange is equal to the Certificate
Balance of the Class A-5 Upper-Tier Regular Interest, and the maximum Certificate Balance or Notional Amount of each Class of Class
A-S Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class A-S Upper-Tier
Regular Interest.


 






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(d)          
In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice substantially
in the form of Exhibit SS to the Certificate Administrator by e-mail to cts.cmbs.bond.admin@wellsfargo.com (with a subject
line referencing “BANK 2020-BNK27” and setting forth the proposed Exchange Date) no later than three (3) Business Days
before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than
the first or last Business Day of the month. The notice must (i) be set forth on the applicable Certificateholder’s letterhead,
(ii) carry a medallion stamp guarantee and (iii) set forth the following information: (x) the CUSIP number, outstanding Certificate
Balance or Notional Amount and Original Certificate Balance or Original Notional Amount of each proposed Surrendered Class and
of each proposed Received Class; (y) the Certificateholder’s DTC participant number; and (z) the proposed Exchange Date.
A notice shall become irrevocable on the second Business Day before the proposed Exchange Date.


 


(e)          
Upon the satisfaction of the conditions to an exchange described in this Section 5.11, the Certificate Administrator
shall deliver Certificates of the applicable Received Classes to the requesting Certificateholder. The Certificate Administrator
shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding
Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the
Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange.


 


(f)           
The Certificate Administrator shall make the first distribution on Certificates of any Received Classes related to an exchange
on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record
Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such
month, then any distributions to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made
to the Certificateholders of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither
the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market of the applicable
Certificates to accomplish any exchange.


 


[End of Article V]


 


Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, the asset representations reviewer, THE DIRECTING
CERTIFICATEHOLDER AND THE Risk Retention Consultation Party


 


Section 6.01         
Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Operating Advisor and the
Asset Representations Reviewer. (a) The Master Servicer, for itself only, hereby represents, warrants and covenants to
the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor,
the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing
Date, that:


 






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(i)            
The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of
this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets
or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect the ability of the Master Servicer
to perform its obligations under this Agreement;


 


(iii)          
The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;


 


(iv)          
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          
The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(vi)         
No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer
which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this
Agreement;


 






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(vii)        
The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)       
No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or
court is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance
by the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not
have a material adverse effect on the performance by the Master Servicer under this Agreement.


 


(b)          
The Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and
the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master
Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)           
The Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of Delaware and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms
of this Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Special
Servicer to perform its obligations under this Agreement or its financial condition;


 


(iii)          
The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;


 


(iv)          
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership,


 






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moratorium
and other laws affecting the enforcement of creditors’ rights generally, and, to the extent applicable, the rights of the
creditors of national banks or of “financial companies” (as defined in Section 201 of the Dodd-Frank Act) or their
Affiliates, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)          
The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)          
No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer,
which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations
under this Agreement;


 


(vii)        
The Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)       
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)          
The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the
Special Servicer, as of the Closing Date, that:


 


(i)            
The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of New York and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 






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(ii)          
The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms
of this Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or its financial condition;


 


(iii)          The Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)          
The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 


(vi)          The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07;


 


(vii)        
No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor,
which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations
under this Agreement; and


 


(viii)        No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this
Agreement or the consummation of the transactions of the Operating Advisor


 






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contemplated
by this Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to
the actual performance by the Operating Advisor of its obligations under this Agreement, or which, if not obtained would not have
a materially adverse effect on the ability of the Operating Advisor to perform its obligations hereunder.


 


(d)          
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of
the Closing Date, that:


 


(i)          
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing
under the laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in
which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with
the terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s
organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which
is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the
Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely
to materially and adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this
Agreement or its financial condition;


 


(iii)          
The Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be
performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement;


 


(iv)          
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)          
The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations


 






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Reviewer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement or the financial condition of the Asset Representations Reviewer;


 


(vi)         
No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the
Asset Representations Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in
the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the
ability of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vii)        
The Asset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring
with respect to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)        
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations
Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this
Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual
performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not
have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)          
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)          
The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery
of this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from
any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 6.01
which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering
such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the
occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


 


Section 6.02         
Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations
Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer
shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken
by the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03         
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer
or the Asset Representations Reviewer.


 






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(a) Subject
to 6.03(b) below, each of the Depositor, the Master Servicer and the Special Servicer will keep in full effect its existence,
rights and franchises as an entity under the laws of the jurisdiction of its incorporation or organization, and each will obtain
and preserve its qualification to do business as a foreign entity in each jurisdiction in which qualification is or shall be necessary
to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans
and to perform its respective duties under this Agreement.


 


(b)          
Each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited
to all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as
the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person
succeeding to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer, in each of the foregoing cases,
the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other
than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance
with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency
Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of
Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates as described in Section 3.25); provided, further, that if the Master Servicer, the Special
Servicer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer or the Operating Advisor,
as applicable, is the surviving entity under applicable law, the Master Servicer, the Special Servicer or the Operating Advisor,
as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings
of the Classes of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided,
further, that for so long as the Trust, and, with respect to any Serviced Companion Loan included as part of the trust in
a related Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special
Servicer or the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger,
consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case
may be, notifies the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor
or the depositor in such Other Securitization, as the case may be, has discovered that such successor entity has not complied with
its Exchange Act reporting


 






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obligations
under any other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance), then it
shall be an additional condition to such succession that the Depositor or the depositor in such Other Securitization, as the case
may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding
the foregoing, the Master Servicer, Special Servicer or Operating Advisor may not remain Master Servicer, Special Servicer or
Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person that
is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited
Party, except to the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as applicable, is the surviving
entity of such merger, consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting
obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be
unreasonably withheld. If, within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the
depositor in such Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization, as the case
may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s
determination, or depositor’s determination, in the case of an Other Securitization, to grant or withhold such consent,
such failure shall be deemed to constitute a grant of such consent. If the conditions to the provisions in the second preceding
sentence are not met, the Trustee may terminate, and if the conditions set forth in the third proviso of the third preceding sentence
are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto,
such termination to be effected in the manner set forth in Section 7.01.


 


(i)           
The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the
jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform
its duties under this Agreement.


 


(ii)          
Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business
of the Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed
to have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving
Person.


 


Section 6.04         
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and Others. (a) None of the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any of the partners,
directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under any liability
to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the


 






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taking
of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach of warranties
or representations made herein or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or
negligence in the performance of such party’s obligations or duties or by reason of negligent disregard of such party’s
obligations and duties hereunder. The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if
applicable), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer,
shareholder, member, manager, employee or agent of the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, and any of the
partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing may rely on any document
of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder.
The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Asset Representations Reviewer, the Operating Advisor and the Non-Serviced Trust (with respect to any Non-Serviced Mortgage
Loan, to the extent provided under the related Intercreditor Agreement) and any partner, director, officer, shareholder, member,
manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses and expenses relating to the
enforcement of such indemnity) incurred in connection with any actual or threatened legal or administrative action (whether in
equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than
any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred
in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful
misconduct or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such
obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members,
managers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law.
In addition, absent actual fraud (as determined by a final non-appealable court order), neither the Trustee nor the Certificate
Administrator (including in its capacity as Custodian, Certificate Registrar and 17g-5 Information Provider) shall be liable for
special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage and regardless
of the form of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special
Servicer, the Asset Representations Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting
or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other
document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in
good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Asset 


 






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Representations Reviewer or the Operating Advisor to be genuine and to have been signed or presented by the proper party
or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall
be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel.


 


(b)          
None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special
Servicer, the Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or
defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental
to its respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable
from the Trust; provided, however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor or the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such Serviced
Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan
are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in
accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account if
amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable,
will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor shall be entitled to
be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account
(including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)          
Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the
related Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Master Servicer (including in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicer or
in the case of the other Master Servicer), the Special Servicer(s) (in the case of the Master Servicer or in the case of the other
Special Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and
hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’
fees and expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a
result of any willful misconduct, bad faith or negligence of the Master Servicer or


 






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the
Special Servicer, as the case may be, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Master Servicer or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The
Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case
may be, shall immediately notify the Master Servicer or the Special Servicer, as applicable, if a claim is made by a third party
with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer
or the Special Servicer, as the case may be, shall assume the defense of such claim (with counsel reasonably satisfactory to the
Trustee, the Certificate Administrator or the Depositor) and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.
Any failure to so notify the Master Servicer or the Special Servicer, as the case may be, shall not affect any rights any of the
foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Master Servicer’s or the Special
Servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.


 


Each of the Master Servicer
and the Special Servicer shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses (for the avoidance of doubt,
including reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) incurred by
the Depositor or its Affiliates that arise out of or are based upon, severally and not jointly (i) a breach by the Master Servicer
or the Special Servicer, as applicable, of any obligation it has to deliver information to the 17g-5 Information Provider as set
forth in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section 3.12, Section
3.17(c) and Section 3.18(g) or (ii) a breach of any obligation it has set forth in Sections 3.13(e), (h)
and (j).


 


(d)          
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify
the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer,
the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating
Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee
or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including
reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) that any of them may
sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator,
respectively, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Trustee or the Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Depositor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon


 






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the
Trustee or the Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify
the Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is
materially prejudiced thereby.


 


(e)          
The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and
the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and
expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result of
any willful misconduct, bad faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor,
as the case may be, shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement,
whereupon the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including
in its capacity as Companion Paying Agent, if applicable) or the Special Servicer, as the case may be) and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially
prejudiced thereby.


 


(f)           
The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses and expenses
relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason
of negligent disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the


 






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Certificate
Administrator, the Asset Representations Reviewer or the Depositor, as the case may be, shall immediately notify the Operating
Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification
hereunder, whereupon the Operating Advisor shall assume the defense of such claim (with counsel reasonably satisfactory to the
Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer or the Depositor) and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Operating Advisor shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Operating Advisor’s defense of such claim is materially prejudiced thereby.


 


(g)          
Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)          
The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and
the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and
expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result of
any willful misconduct, bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations and
duties under this Agreement or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations
hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity shall not
cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Depositor, as the case may be, shall immediately notify the Asset Representations Reviewer if a claim
is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder,
whereupon the Asset Representations Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to the
Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any
failure to so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise,








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unless
the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


 


(i)            
The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator, Non-Serviced
Operating Advisor (if any), Non-Serviced Depositor, Non-Serviced Trustee, and any of their respective partners, directors, officers,
shareholders, members, managers, employees or agents (collectively, the “Non-Serviced Indemnified Parties”),
shall be indemnified by the Trust and held harmless against the Trust’s pro rata share (subject to the applicable
Non-Serviced Intercreditor Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses (including reasonable attorneys’ fees and expenses and expenses
relating to the enforcement of such indemnity) incurred in connection with the servicing and administration of a Non-Serviced Mortgage
Loan and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced PSA (as and to the same extent the applicable
Non-Serviced Trust is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust
pursuant to the terms of the related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent, if applicable), the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor or the Asset Representations Reviewer.


 


(j)           
For purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as
the case may be, will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance
of their respective obligations and duties hereunder or acted in negligent disregard of such obligations and duties if the Master
Servicer or the Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because the Master Servicer
or the Special Servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with such terms would
or potentially would cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant
provisions of the Code (for which determination the Master Servicer and the Special Servicer will be entitled to rely on advice
of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


 


Section 6.05         
Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03,
none of the Master Servicer or the Special Servicer shall resign from their respective obligations and duties hereby imposed on
each of them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such
appointment by, a successor (which may be appointed by the resigning Master Servicer or Special Servicer, as applicable), and receipt
by the Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered


 






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satisfied
with respect to the Certificates pursuant to Section 3.25). Any such determination permitting the resignation of the
Master Servicer or the Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at
the expense of the resigning party) to such effect delivered to the Trustee and (prior to the occurrence and continuance of a
Consultation Termination Event) the Directing Certificateholder. Unless applicable law requires the resignation of the Master
Servicer or the Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered pursuant
to the prior sentence so states, no such resignation by the Master Servicer or the Special Servicer under clause (a) above
shall become effective until the Trustee or a successor master servicer or special servicer, as applicable, shall have assumed
the Master Servicer’s or the Special Servicer’s, as applicable, responsibilities and obligations in accordance with
Section 7.02 and no such resignation by the Master Servicer or the Special Servicer shall become effective until the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K
filings have been completed with respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c))
or resignation of the Master Servicer or the Special Servicer, pursuant to this Section 6.05, the Master Servicer
or the Special Servicer, as applicable, shall have the right and opportunity to appoint any successor master servicer or special
servicer with respect to this Section 6.05; provided that, such successor master servicer or special servicer
shall not be the Asset Representations Reviewer, the Operating Advisor or one of their respective Affiliates and (prior to the
occurrence and continuance of a Control Termination Event) such successor special servicer is approved by the Directing Certificateholder,
such approval not to be unreasonably withheld. The resigning party shall pay all reasonable out-of-pocket costs and expenses (including
reasonable out-of-pocket costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer
of its duties pursuant to this Section 6.05. Except as provided in Section 7.01(c), in no event shall
the Master Servicer or the Special Servicer have the right to appoint any successor master servicer or special servicer if the
Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 


Section 6.06         
Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or
exercise the rights of the Master Servicer or the Special Servicer, as applicable, hereunder; provided, however,
that the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue
of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action
or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee,
the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


 


Section 6.07         
The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any
Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any
Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it
would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 






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Section 6.08         
The Directing Certificateholder and the Risk Retention Consultation Party.(a) (A) Other than with respect
to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period, for so long as no Control Termination Event
has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the Special Servicer, with
respect to all Major Decisions (other than with respect to any Excluded Loan with respect to the Directing Certificateholder) or
the holder of the majority of the Controlling Class) and (2) the Master Servicer, to the extent the Directing Certificateholder’s
consent is required by the applicable clauses of the definition of “Master Servicer Decision”, and (B) the Risk Retention
Consultation Party shall (other than with respect to an Excluded Loan with respect to the Risk Retention Consultation Party or
the holder of the majority of the RR Interest) be entitled to consult on a strictly non-binding basis with the Special Servicer
with respect to any Major Decision (provided that prior to the occurrence and continuance of a Consultation Termination
Event, the related Mortgage Loan must also be a Specially Serviced Loan). For the avoidance of doubt, any consultation with the
Risk Retention Consultation Party under this Agreement shall occur only upon the written request of the Risk Retention Consultation
Party with respect to any individual triggering event, and any such consultation shall be on a strictly non-binding basis and shall
be subject to all limitations with respect to the procedures and timing of such consultation set forth in this Section 6.08.


 


Notwithstanding anything
herein to the contrary, except as set forth in, and in any event subject to, the third and fourth paragraphs of this Section 6.08(a)
and Section 6.08(b), for so long as no Control Termination Event has occurred and is continuing, the Special Servicer
shall not be permitted to take (or to consent to the Master Servicer’s taking) any of the following actions (each, a “Major
Decision”) as to which the Directing Certificateholder has objected in writing within ten (10) Business Days (or thirty
(30) days with respect to clause (ix) of the definition of “Major Decision”) after the Directing Certificateholder’s
receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested by the Directing
Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such consent (provided that if
such written consent has not been received by the Special Servicer within the applicable time period, then the Directing Certificateholder
will be deemed to have approved such action):


 


(i)           
any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the
ownership of properties securing any Specially Serviced Loan that comes into and continues in default;


 


(ii)          
any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or
material non-monetary term (including, without limitation, a Payment Accommodation, the timing of payments and acceptance of discounted
payoffs) of a Serviced Mortgage Loan or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or Serviced
Whole Loan other than in connection with a maturity default if a refinancing or sale is expected within 120 days as provided
in clause (ix) of the definition of “Master Servicer Decision”;


 


(iii)          
any sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with
the termination of the Trust) or a defaulted Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell in


 






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accordance
with Section 3.16(a)(iii) of this Agreement, in each case, for less than the applicable Purchase Price;


 


(iv)         
any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or
to otherwise address hazardous material located at a Mortgaged Property or an REO Property;


 


(v)          
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced Mortgage
Loan or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests in
the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as described
under clause (xiv), (xv) or (xvi) of the definition of “Master Servicer Decision” or as may
be effected (I) without the consent of the lender under the related loan agreement, (II) pursuant to the specific terms
of such Mortgage Loan and (III) for which there is no lender discretion;


 


(vi)         
(a) any property management company changes with respect to a Specially Serviced Loan with a principal balance equal to
or greater than $10,000,000, including without limitation, approval of the termination of a manager and appointment of a new property
manager, (b) with respect to any Serviced Mortgage Loan or Serviced Companion Loan that is a Non-Specially Serviced Loan, a change
in property management if the replacement property manager is a Borrower Party or (c) franchise changes with respect to a
Mortgage Loan for which the lender is required to consent or approve such changes under the related Mortgage Loan documents;


 


(vii)         
releases of any material amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as performance
escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan documents (provided
that any releases for which there is lender discretion with respect to Specially Serviced Loans of material amounts from any escrow
accounts, reserve funds or letters of credit held as performance escrows or performance reserves specified (along with the related
Mortgage Loans) on Schedule 3 hereto shall also constitute Major Decisions);


 


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


 


(ix)          
other than in the case of a Non-Specially Serviced Loan, any determination of an Acceptable Insurance Default;


 


(x)           
other than in the case of a Non-Specially Serviced Loan, any modification, waiver or amendment of any lease, the execution
of any new lease or the granting of a subordination and non-disturbance or attornment agreement in connection with any lease (other
than for ground leases), at a Mortgaged Property if (a) the lease affects an area greater than or equal to the lesser of (1) 30%
of the net rentable area of the improvements


 






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at
the Mortgaged Property or (2) 30,000 square feet and (b) such transaction is not a routine leasing matter;


 


(xi)          
other than in the case of a Non-Specially Serviced Loan or a Non-Serviced Mortgage Loan, any modification, amendment, consent
to a modification or waiver of any material term of any Intercreditor Agreement or any action to enforce rights (or decision not
to enforce rights) with respect thereto; provided, that any such modification or amendment that would adversely impact the
Master Servicer shall additionally require the consent of the Master Servicer as a condition to its effectiveness;


 


(xii)         
any consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor,
to the extent the Mortgagee’s approval is required under the related Mortgage Loan documents;


 


(xiii)         
requests for property or other collateral releases or substitutions, other than (A) grants of easements or rights of
way, (B) releases of non-material, non-income producing parcels of a Mortgaged Property (including, without limitation, any
such releases as to which the related Mortgage Loan documents expressly require the mortgagee thereunder to make such releases),
(C) consents to releases related to condemnation of parcels of a Mortgaged Property, (D) the release of collateral securing
any Mortgage Loan in connection with defeasance of the collateral for such Mortgage Loan or (E) the items listed in clause (vii)
of this definition and clause (viii) of the definition of “Master Servicer Decision”;


 


(xiv)       
other than in the case of a Non-Specially Serviced Loan, approval of easements and rights of way that materially affect
the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the related Mortgage
Loan;


 


(xv)        
agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection
with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the
type of defeasance collateral required under the Mortgage Loan documents such that defeasance collateral other than direct, non-callable
obligations of the United States of America would be permitted or (B) a modification that would permit a principal prepayment
instead of defeasance if the applicable loan documents do not otherwise permit such principal prepayment;


 


(xvi)       determining whether to cure any default by a Mortgagor under a ground lease or permit any ground lease modification, amendment
or subordination, non-disturbance and attornment agreement or entry into a new ground lease;


 


(xvii)      
other than in the case of a Non-Specially Serviced Loan, consent to actions and releases related to condemnation of parcels
of a Mortgaged Property with respect to a material parcel or a material income producing parcel or any condemnation that materially
affects the use or value of the related Mortgaged Property or the ability of


 






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the
related Mortgagor to pay amounts due in respect of the related Mortgage Loan or any related Companion Loan when due;


 


(xviii)      
following a default or an event of default with respect to a Mortgage Loan or Serviced Whole Loan, any exercise of remedies,
including the acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise,
under the related Mortgage Loan documents;


 


(xix)        
other than in the case of any Non-Specially Serviced Loan, approval of any waiver regarding the receipt of financial statements
(other than immaterial timing waivers including late financial statements which in no event relieve any borrower of the obligation
to provide financial statements on at least a quarterly basis) following three consecutive late deliveries of financial statements;
and


 


(xx)          
the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a borrower;


 


provided, however,
that in the event that the Special Servicer or the Master Servicer, as the case may be, determines that immediate action, with
respect to the foregoing matters or any Master Servicer Decision, or any other matter requiring consent of the Directing Certificateholder
prior to the occurrence and continuance of a Control Termination Event in this Agreement (or any matter requiring consultation
with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor), is necessary to protect
the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders and
the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans)), the Special Servicer or the Master Servicer, as the case may be, may take any such action without
waiting for the Directing Certificateholder’s response (or without waiting to consult with the Directing Certificateholder,
the Risk Retention Consultation Party or the Operating Advisor, as the case may be); provided that if such matter requires
consent of or consultation with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor
pursuant to this Agreement, the Special Servicer or the Master Servicer, as the case may be, provides the Directing Certificateholder
(or the Operating Advisor, if applicable) and the Risk Retention Consultation Party (if applicable) with prompt written notice
following such action including a reasonably detailed explanation of the basis therefor. Neither the Master Servicer nor the Special
Servicer is required to obtain the consent of the Directing Certificateholder for any of the foregoing actions or any other matter
requiring consent of the Directing Certificateholder after the occurrence and during the continuance of a Control Termination Event;
provided, however, that, after the occurrence and during the continuance of a Control Termination Event, the Special
Servicer shall consult with the Directing Certificateholder (only prior to the occurrence and continuance of a Consultation Termination
Event) in connection with any Major Decision not relating to an Excluded Loan with respect to the Directing Certificateholder (and
any other actions which otherwise require consultation with the Directing Certificateholder prior to the occurrence and continuance
of a Consultation Termination Event hereunder) and consider alternative actions recommended by the Directing Certificateholder
in respect thereof. If the Master Servicer and the Special Servicer have mutually agreed that the Master Servicer will process
any Major Decision, the Master Servicer shall not be permitted to


 






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take any of the actions that constitute Major Decisions unless
it has obtained the consent of the Special Servicer, which consent will be deemed given (unless earlier objected to by the Special
Servicer) ten (10) Business Days after the Special Servicer’s receipt from the Master Servicer of the Master Servicer’s
written recommendation and analysis with respect to such Major Decision and all information reasonably requested by the Special
Servicer and reasonably available to the Master Servicer in order to make an informed decision with respect to such Major Decision
plus the time period provided to the Directing Certificateholder or other relevant party under this Agreement and, if applicable,
any additional time period permitted in the related Intercreditor Agreement. Additionally, upon request, the Special Servicer shall
consult with the Risk Retention Consultation Party on a non-binding basis (provided, that prior to the occurrence and continuance
of a Consultation Termination Event, the related Mortgage Loan must also be a Specially Serviced Loan) in connection with any Major
Decision not relating to an Excluded Loan with respect to the Risk Retention Consultation Party and consider alternative actions
recommended by the Risk Retention Consultation Party in respect thereof. In the event the Special Servicer receives no response
from the Directing Certificateholder or the Risk Retention Consultation Party within ten (10) Business Days following its written
request for input on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder
or the Risk Retention Consultation Party, as applicable, on the specific matter; provided, however, that the
failure of the Directing Certificateholder or the Risk Retention Consultation Party to respond shall not relieve the Special Servicer
from consulting with the Directing Certificateholder or the Risk Retention Consultation Party, as applicable, on any future matters
with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to such
party) or Serviced Whole Loan. In addition, after a Control Termination Event, the Special Servicer will also be required to consult
with the Operating Advisor in connection with any proposed Major Decision (and any other actions which otherwise require consultation
with the Operating Advisor after the occurrence and during the continuance of a Control Termination Event hereunder) and consider
alternative actions recommended by the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding
basis. In the event that the Special Servicer receives no response from the Operating Advisor within ten (10) Business Days following
the later of (i) its written request for input on any required consultation and (ii) delivery of all such additional
information reasonably requested by the Operating Advisor related to the subject matter of such consultation, the Special Servicer
shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however, that the
failure of the Operating Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation
to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan.
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder
or the holder of the majority of the Controlling Class (regardless of whether a Control Termination Event has occurred and is continuing),
the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in
accordance with the procedures set forth in this Section 6.08 for consulting with the Operating Advisor.


 


Subject to the terms
and conditions of this Section 6.08(a), (i) the Special Servicer shall process all requests in respect of Specially
Serviced Loans and any matter (other than as described in clause (ii)(B) below) that constitutes a Major Decision with respect
to Non-


 






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Specially
Serviced Loans, and (ii) the Master Servicer shall process all requests in respect of (A) any matter that constitutes a Master
Servicer Decision with respect to Non-Specially Serviced Loans and (B) any matter that constitutes a Major Decision with respect
to a Non-Specially Serviced Loan that the Master Servicer and the Special Servicer have mutually agreed the Master Servicer shall
process.


 


Upon receiving a request
for any matter that constitutes a Major Decision with respect to a Serviced Mortgage Loan that is not a Specially Serviced Loan,
the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer
mutually agree that the Master Servicer shall process such request, the Special Servicer shall process such request (including,
without limitation, interfacing with the Mortgagor) and the Master Servicer will have no further obligation with respect to such
request or the Major Decision. With respect to such request, the Master Servicer shall continue to cooperate with reasonable requests
of the Special Servicer by delivering any additional information in the Master Servicer’s possession to the Special Servicer
requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any such
Major Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and analysis with
respect to any such Major Decision. Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall within
ten (10) Business Days forward such request to the Directing Certificateholder together with the Special Servicer’s written
recommendation and analysis. The Directing Certificateholder shall promptly provide notice to the Special Servicer of any objection
the Directing Certificateholder has to the Special Servicer’s written recommendation and analysis (provided that if
such written consent has not been received by the Special Servicer within the applicable time period, then the Directing Certificateholder
will be deemed to have approved such action).


 


With respect to (i) prior
to the occurrence and continuance of a Consultation Termination Event, any Major Decision relating to a Specially Serviced Loan,
and (ii) after the occurrence and during the continuance of a Consultation Termination Event, any Major Decision relating to a
Mortgage Loan (in each case, other than with respect to an Excluded Loan with respect to the Risk Retention Consultation Party
or the holder of the majority of the RR Interest), the Special Servicer shall provide copies of any notice, information and report
that it is required to provide to the Directing Certificateholder pursuant to this Agreement with respect to such Major Decision
to the Risk Retention Consultation Party, within the same time frame it is required to provide such notice, information or report
to the Directing Certificateholder (for this purpose, without regard to whether such items are actually required to be provided
to the Directing Certificateholder under this Agreement due to the occurrence of a Control Termination Event or a Consultation
Termination Event).


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority
of the Controlling Class, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder
subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with respect to the related Serviced
Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special Servicer to take, or to refrain
from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder may deem advisable or as to
which provision is otherwise made herein; provided that


 






    -388- 


     


    

 


notwithstanding
anything herein to the contrary, no such direction or objection contemplated by the preceding paragraphs of this Section 6.08(a)
or this paragraph may require or cause the Master Servicer or Special Servicer to violate any provision of any Mortgage Loan
or related Intercreditor Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions
(and, with respect to a Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without
limitation the obligation of the Master Servicer and the Special Servicer to act in accordance with the Servicing Standard, or
expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Trust or the Trustee to liability, or materially expand the scope of the responsibilities of the Master Servicer
or the Special Servicer, as applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act,
or fail to act, in a manner which in the reasonable judgment of the Master Servicer or the Special Servicer, as the case may be,
is not in the best interests of the Certificateholders.


 


In the event the Special
Servicer or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any
advice from the Directing Certificateholder or the Risk Retention Consultation Party, would cause the Special Servicer or the Master
Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including without limitation,
the Servicing Standard, the Special Servicer or the Master Servicer, as applicable, shall disregard such refusal to consent or
advise and notify the Directing Certificateholder or the Risk Retention Consultation Party, respectively, and the Trustee and the
Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining
from taking, any action by the Master Servicer or the Special Servicer in accordance with the direction of or approval of the Directing
Certificateholder or the approval of the Risk Retention Consultation Party that does not violate the terms of any Mortgage Loan,
applicable law or the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the part
of the Master Servicer or the Special Servicer.


 


With respect to any matter
for which the consent or consultation of the Directing Certificateholder or Risk Retention Consultation Party is required, to the
extent no specific time period for deemed consent or deemed waiver of consultation rights is expressly stated, in the event no
response from the Directing Certificateholder or Risk Retention Consultation Party, as applicable, is received within ten (10)
Business Days after the receipt of the Directing Certificateholder or the Risk Retention Consultation Party, as applicable, of
written request for input on any required consent or consultation and receipt of all reasonably requested information on any required
consent or consultation, the Directing Certificateholder or Risk Retention Consultation Party, as applicable, shall be deemed to
have consented to or approved or consulted on the specific matter; provided that the failure of the Directing Certificateholder
or Risk Retention Consultation Party, as applicable, to respond will not affect any future matters with respect to the applicable
Mortgage Loan or any other Mortgage Loan.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties owed to the


 






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Controlling
Class Certificateholders or by reason of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders.
By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Certificateholder may take
actions that favor the interests of one or more Classes of the Certificates including the Holders of the Controlling Class over
other Classes of the Certificates, and that the Directing Certificateholder may have special relationships and interests that
conflict with those of Holders of some Classes of the Certificates, that the Directing Certificateholder may act solely in the
interests of the Holders of the Controlling Class, including the Holders of the Controlling Class, that the Directing Certificateholder
does not have any duties or liability to the Holders of any Class of Certificates other than the Controlling Class, that the Directing
Certificateholder shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders
of the Controlling Class, and that the Directing Certificateholder shall have no liability whatsoever for having so acted, and
no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee,
agent or principal thereof for having so acted.


 


The Risk Retention Consultation
Party shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of
any action, or for errors in judgment; provided, however, that the Risk Retention Consultation Party shall not be
protected against any liability to a Holder of an RR Interest that would otherwise be imposed by reason of willful misconduct,
bad faith or gross negligence in the performance of duties owed to the Holders of the RR Interest or by reason of reckless disregard
of obligations or duties owed to the Holders of the RR Interest. By its acceptance of a Certificate, each Certificateholder acknowledges
and agrees that the Risk Retention Consultation Party may take actions that favor the interests of one or more Classes of the Certificates
including the Holders of an RR Interest over other Classes of the Certificates, and that the Risk Retention Consultation Party
may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the
Risk Retention Consultation Party may act solely in the interests of the Holders of an RR Interest, that the Risk Retention Consultation
Party does not have any duties or liability to the Holders of any Class of Certificates other than the RR Interest, that the Risk
Retention Consultation Party shall not be liable to any Certificateholder, by reason of its having acted solely in the interests
of the Holder of the RR Interest, and that the Risk Retention Consultation Party shall have no liability whatsoever for having
so acted, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director,
officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced PSA including the holders of the controlling class under such Non-Serviced PSA over other classes of the certificates
issued under the Non-Serviced PSA and/or any Class of Certificates, and that such Non-Serviced Whole Loan Controlling Holder, with
respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with those of Holders of some
Classes of the Certificates, that such Non-Serviced Whole


 






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Loan
Controlling Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling
class under the related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA,
and that the Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, shall have no liability
whatsoever for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having
so acted.


 


(b)          
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a
Control Termination Event (and at any time with respect to any Excluded Loan with respect to a Directing Certificateholder), the
Directing Certificateholder shall have no right to consent to or direct any action taken or not taken by any party to this Agreement;
(ii) after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence and continuance
of a Consultation Termination Event, the Directing Certificateholder and the Risk Retention Consultation Party shall remain entitled
to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Special Servicer and
any other applicable party shall consult (on a non-binding basis) with the Directing Certificateholder and, with respect to any
Specially Serviced Loan, the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan as to
such party) to the extent set forth herein in connection with any action to be taken or refrained from being taken to the extent
set forth herein; and (iii) after the occurrence and during the continuance of a Consultation Termination Event (and at any
time with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling
Class), the Directing Certificateholder shall have no direction, consultation or consent rights hereunder and no right to receive
any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders)
or any other rights as Directing Certificateholder and, other than with respect to any Excluded Loan with respect to the Risk Retention
Consultation Party or the holder of a majority of the RR Interest, the Risk Retention Consultation Party shall remain entitled
to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Special Servicer and
any other applicable party shall consult with the Risk Retention Consultation Party to the extent set forth herein in connection
with any action to be taken or refrained from being taken to the extent set forth herein.


 


Section 6.09         
Knowledge of Wells Fargo Bank, National Association. Except as otherwise expressly set forth in this Agreement, Wells
Fargo Bank, National Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of
(a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions contemplated by this Agreement,
or (b) Wells Fargo Bank, National Association, acting in any other capacity hereunder, except, in the case of either clause
(a) or clause (b), where some or all of the obligations performed in such capacities are performed by one or more employees
within the same group or division of Wells Fargo Bank, National Association, or where the groups or divisions responsible for performing
the obligations in such capacities have one or more of the same Responsible Officers or Servicing Officers, as applicable.


 






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[End of Article VI]


 


Article VII



SERVICER TERMINATION EVENTS


 


Section 7.01         
Servicer Termination Events; Master Servicer and Special Servicer Termination. (a) “Servicer Termination
Event”, wherever used herein, means, with respect to the Master Servicer or the Special Servicer, as the case may be,
any one of the following events:


 


(i)           
(A) any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection
Account, or remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by
the time such deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied
within one (1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator
for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by
11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)          
any failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required
to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder,
any amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms
of this Agreement; or


 


(iii)         
any failure on the part of the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in
any material respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied
for a period of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed,
five (5) Business Days in the case of the Master Servicer’s or the Special Servicer’s obligations, as the case may
be, contemplated by Article XI, (B) fifteen (15) days in the case of the Master Servicer’s failure to make
a Servicing Advance or (C) fifteen (15) days in the case of a failure to pay the premium for any property insurance policy
required to be maintained) after the date on which written notice of such failure, requiring the same to be remedied, shall have
been given (A) to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or (B) to
the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders
of Certificates evidencing not less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Pari
Passu Whole Loan if affected by that failure, by the related Serviced Companion Noteholder; provided, however, if
such failure is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such
cure, such period will be extended an additional thirty (30) days; provided, further, however, that such extended
period will not apply to the obligations regarding Exchange Act reporting; or


 






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(iv)         
any breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty
contained in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects
the interests of any Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan)
and which continues unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same
to be remedied, shall have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the
Certificate Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator
and the Trustee by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing
of a Serviced Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholder; provided, however,
that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as the case may be, is diligently
pursuing such cure, such 30-day period will be extended an additional thirty (30) days; or


 


(v)          
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver,
liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer
or the Special Servicer, as the case may be, and such decree or order shall have remained in force undischarged, undismissed or
unstayed for a period of sixty (60) days; or


 


(vi)          
the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or the Special Servicer, as the case may be, or of or relating to all or substantially all
of its property; or


 


(vii)         
the Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for
the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the
foregoing;


 


(viii)       
either of Moody’s or KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes
of Certificates or (B) placed one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities, as applicable,
on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal
or “watch status” placement shall not have been withdrawn by Moody’s or KBRA within sixty (60) days of such rating
action) and, in the case of either of clauses (A) or (B), such Rating Agency publicly cited servicing concerns with
such Master Servicer or such Special Servicer, as the case may be, as the sole or a material factor in such rating action; or


 






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(ix)          
the Master Servicer or the Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and the Master Servicer or Special Servicer is not reinstated to at least that rating within 60 days of
the delisting.


 


(b)          
If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes
of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each
and every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written
direction of the Directing Certificateholder (solely with respect to the Special Servicer and only (i) prior to the occurrence
and continuance of a Control Termination Event and (ii) other than with respect to a Mortgage Loan that is an Excluded Loan
with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) or the Holders of Certificates
entitled to more than 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate
each of the Master Servicer or the Special Servicer, as the case may be, upon five (5) Business Days’ written notice if there
is a Servicer Termination Event under clause (A) in the parenthetical in Section 7.01(a)(iii) above), by
notice in writing to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the rights
(subject to Section 3.11 and Section 6.04) and obligations of the Affected Party under this Agreement and
in and to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided,
however, that the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through
the date of such termination as provided for under this Agreement for services rendered and expenses incurred. From and after the
receipt by the Affected Party of such written notice except as otherwise provided in this Article VII, all authority
and power of the Affected Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate)
or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer
or the Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents, or otherwise. The Master Servicer and the Special Servicer each agree that if it is terminated pursuant
to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent to
its receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it to assume
the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer
within five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should
have been credited by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by
the Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect to the applicable
Mortgage Loans or any REO Property (provided, however, that the Master Servicer and the Special Servicer each shall,
if terminated pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect to the Special
Servicer), continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or


 






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prior
to the date of such termination, whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or
otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and agents of it and its Affiliates
shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any such
termination).


 


(c)          
If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination
Event under Section 7.01(a)(viii) or (a)(ix), the Master Servicer shall have a forty-five (45) day period after
such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03
and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement.
During such forty-five (45) day period the Master Servicer may continue to serve as the Master Servicer hereunder. In the event
that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer to assume
the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer
hereunder.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder of
a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of such Serviced
Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable,
shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari Passu Whole
Loan. The Special Servicer appointed to replace the Special Servicer with respect to a Serviced Pari Passu Mortgage Loan cannot
at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the person (or Affiliate
thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. The Special Servicer
under this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements of the
related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section 7.02.
Any appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency
Confirmation and confirmation from the applicable rating agencies that such appointment or replacement will not result in the downgrade,
withdrawal or qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


 


(d)          
Subject to the rights of the holder of a related AB Subordinate Companion Loan pursuant to the related Intercreditor Agreement,
at any time prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder
shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04) and obligations of
the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer,
the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective upon
the appointment of a successor special servicer meeting the requirements of this Section 7.01(d). Upon a termination
of the Special Servicer, the Directing Certificateholder


 






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(other
than with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling
Class) shall appoint a successor special servicer; provided, however, that (i) such successor will meet the
requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation and, in the
case of any class of any Serviced Companion Loan Securities, the applicable rating agencies deliver a confirmation that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25) and (iii) no replacement of the Special Servicer shall
be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
and any other Form 8-K filings have been completed with respect to any related Companion Loan.


 


After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance
Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05) of the Principal Balance
Certificates (other than the RR Interest) requesting a vote to replace the Special Servicer with a new special servicer designated
in such written direction to assume the duties of the Special Servicer hereunder, (b) payment by such Holders to the Certificate
Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred
by the Certificate Administrator in connection with administering such vote and which will not be additional expenses of the Trust
and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating
Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders) and confirmation from the applicable
rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification of the then-current
ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Certificate Administrator shall promptly
post notice to all Certificateholders of such request on the Certificate Administrator’s Website in accordance with Section 3.13(b)
and concurrently by mail, and conduct the solicitation of votes of all Certificates (other than the RR Interest) in such regard,
which requisite affirmative votes shall be received within one hundred-eighty (180) days of the posting of such notice, and if
not so received, such votes shall be null and void ab initio. Upon the written direction of Holders of Certificates
evidencing at least 66-2/3% of a Certificateholder Quorum of Certificates, the Trustee shall terminate all of the rights and obligations
of the Special Servicer under this Agreement and appoint the successor special servicer to assume the duties of the Special Servicer
(which must be a Qualified Replacement Special Servicer) designated by such Certificateholders. The Certificate Administrator shall
include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via the Certificate
Administrator’s Website and (ii) register to receive electronic mail notifications when such notices are posted thereon.
Notwithstanding the foregoing, the Certificateholder’s direction to remove the Special Servicer shall not apply to any Serviced
AB Whole Loan for which the holder of the related AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period
or any Servicing Shift Whole Loan.


 


An AB Whole Loan Controlling
Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace the Special
Servicer


 






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solely
with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency Confirmation;
(B) the successor special servicer has assumed in writing (from and after the date such successor special servicer becomes
the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement from and
after the date it becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant to an assumption agreement
reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator shall have received an opinion
of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the designation of such replacement
to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the terms of this
Agreement with respect to any Serviced AB Whole Loan and (z) subject to customary qualifications and exceptions, this Agreement
will be enforceable against such replacement in accordance with the terms hereof.


 


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, and subject to the related Intercreditor Agreement, if
a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA remains unremedied and affects
the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer has not otherwise been terminated,
the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction of the Directing Certificateholder
prior to the occurrence and continuance of a Control Termination Event (subject to the related Intercreditor Agreement)) will be
entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special Servicer solely with respect
to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable Non-Serviced Special Servicer with respect
to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each Rating Agency. A replacement
special servicer will be selected by the related Non-Serviced Trustee or, prior to a control termination event under the related
Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided, however, that any successor
special servicer appointed to replace the Special Servicer with respect to such Non-Serviced Whole Loan cannot at any time be the
Person (or an Affiliate thereof) that was terminated at the direction of the holder of such Non-Serviced Mortgage Loan, without
the prior written consent of the Directing Certificateholder.


 


Following the occurrence
and continuance of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating Advisor
determines in accordance with the Operating Advisor Standard that the Special Servicer is not performing its duties as required
hereunder or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor shall deliver to the Trustee
and the Certificate Administrator, with a copy to the Special Servicer, a written report in the form of Exhibit W attached
hereto, setting forth the reasons supporting its recommendation (along with any information the Operating Advisor considered relevant
to its recommendation) and recommending a replacement Special Servicer (which form may be modified or supplemented from time to
time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms
and provisions of this Agreement; provided, further, that in no event shall the information or any other content
included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its recommendation
(along with relevant information justifying its recommendation) and recommending a suggested replacement special servicer to assume
the duties of the Special Servicer, which shall be a Qualified


 






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Replacement
Special Servicer. In such event, the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation
and the related report on the Certificate Administrator’s Website in accordance with Section 3.13(b), and by
mail conduct the solicitation of votes of all Certificates in such regard. Upon (i) the affirmative vote of Holders of Principal
Balance Certificates evidencing at least a majority of the aggregate Voting Rights (taking into account the application of any
Cumulative Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances of such Certificates) of all Principal
Balance Certificates on an aggregate basis within 180 days of posting of the Operating Advisor’s recommendation to the Certificate
Administrator’s Website, and if not so received, such votes shall be null and void ab initio, and (ii) receipt
by the Certificate Administrator following satisfaction of the foregoing clause (i) of Rating Agency Confirmation
from each Rating Agency and confirmation from the applicable rating agencies that such appointment (or replacement) will not result
in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Pari Passu Companion
Loan Securities, the Trustee shall (i) terminate all of the rights and obligations of the Special Servicer under this Agreement
and appoint a successor special servicer approved by the Certificateholders and (ii) promptly notify such outgoing Special
Servicer of the effective date of such termination. The reasonable out-of-pocket costs and expenses (including reasonable legal
fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and administering such vote and
the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an additional expense of the
Trust. In the event that the Trustee does not receive at least a majority of the requested votes, then the Trustee shall have
no obligation to remove the Special Servicer. Prior to the appointment of any replacement special servicer, such replacement special
servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement and to act as the Special
Servicer’s successor hereunder. Notwithstanding the foregoing, the Operating Advisor shall not be permitted to recommend
the replacement of the Special Servicer with respect to an AB Whole Loan so long as the related Serviced Companion Noteholder
is not subject to an AB Control Appraisal Period under the related Intercreditor Agreement or with respect to any Servicing Shift
Whole Loan.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All
costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling
Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under
this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the Certificateholders
(regarding removal of the Special Servicer).


 


(e)          
The Master Servicer and the Special Servicer shall, as the case may be, from time to time, take all such reasonable actions
as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed
on “watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency
with respect to the Master Servicer or Special Servicer, as applicable. In no event shall the remedy for a breach of the foregoing
covenant extend beyond termination pursuant to Section


 






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7.01(a)(viii) and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e)
shall not be construed to limit the effect of Section 7.01(a)(viii).


 


(f)           
Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if
the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the Master Servicer
affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion
Loan Securities, then the Master Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion
Loan or the holders of any Serviced Companion Loan Securities, but upon the written direction of the related holder of such Serviced
Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for servicing the related
Serviced Whole Loan.


 


(g)          
Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special
Servicer Loan, if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the
occurrence and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder
shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer
Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event, if at any
time the applicable Excluded Special Servicer Loan is also an Excluded Loan with respect to the Directing Certificateholder or
the Holder of the majority of the Controlling Class or if the Directing Certificateholder is entitled to appoint the Excluded Special
Servicer but does not so appoint within thirty (30) days of resignation, the resigning Special Servicer shall use reasonable efforts
to select the related Excluded Special Servicer. The resigning Special Servicer shall not have any liability with respect to the
actions or inactions of the applicable Excluded Special Servicer or, to the extent the Special Servicer is obligated to select
the Excluded Special Servicer, with respect to the identity of the applicable Excluded Special Servicer. It shall be a condition
to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade
or withdrawal of any of their then-current ratings of the Certificates and each NRSRO hired to provide ratings with respect to
any Serviced Companion Loan Securities makes the equivalent confirmation, (ii) the related Excluded Special Servicer is a
Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor and the Certificate
Administrator and any applicable Other Depositor and Other Certificate Administrator, the information, if any, required under Item 6.02
of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If at any time the Special
Servicer that had previously acted as the Special Servicer is no longer a Borrower Party with respect to an Excluded Special Servicer
Loan (including, without limitation, as a result of the related Mortgaged Property becoming REO Property), (1) the related
Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded
Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer again for such related Mortgage
Loan or


 






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Serviced
Whole Loan and (4) such original Special Servicer shall be entitled to all special servicing compensation with respect to
such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan is no
longer an Excluded Special Servicer Loan.


 


The applicable Excluded
Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and
shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such
time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special
Servicer shall remain entitled to all other special servicing compensation with respect to all Mortgage Loans and Serviced Whole
Loans that are not Excluded Special Servicer Loans during such time).


 


If a Servicing Officer
of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as the case may be, has actual knowledge
that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as
applicable, the Master Servicer, the related Excluded Special Servicer or the Special Servicer, as the case may be, shall provide
prompt written notice thereof to each of the other parties to this Agreement.


 


Section 7.02         
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the
case may be, either resigns pursuant to clause (a) of Section 6.05 or receives a notice of termination for cause
pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed within the time period
specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to that Master
Servicer or that Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing
Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity as the Master Servicer
or the Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and shall be
subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits,
responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter placed on or for
the benefit of the Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided, however,
that any failure to perform such duties or responsibilities caused by the terminated party’s failure under Section 7.01
to provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment
of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to
its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability of the predecessor
Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to
the Master Servicer or the Special Servicer, as such case may be, shall not be liable for any of the representations and warranties
of the Master Servicer or the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions
of the predecessor master servicer or special servicer or for any losses incurred by the predecessor Master Servicer pursuant to
Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan hereunder solely as a result
of its obligations as successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as
compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing


 






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Fees
and all fees relating to the Mortgage Loans or the Companion Loans which that Master Servicer would have been entitled to if the
Master Servicer had continued to act hereunder, including but not limited to any income or other benefit from any Permitted Investment
pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer
shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer
had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as
the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer,
as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions
taken by it in its role as successor master servicer or successor special servicer, as the case may be, and not with respect to
its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to that
Master Servicer or that Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved
as a servicer by each Rating Agency, or if the Directing Certificateholder (solely with respect to the Special Servicer) ((i)
prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) or the Holders of Certificates
entitled to more than 50% of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of
competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.05
and otherwise herein, as the successor to that Master Servicer or that Special Servicer, as applicable, hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the Master Servicer or the Special Servicer hereunder. No
appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption
in writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities
hereunder that arise thereafter, (ii) receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25), (iii) such appointment (solely with respect to the Special Servicer) has been approved (prior
to the occurrence and continuance of a Control Termination Event) by the Directing Certificateholder, such approval not to be
unreasonably withheld and (iv) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07
and any other Form 8-K filings have been completed with respect to any related Companion Loan. Pending appointment of a successor
to the Master Servicer or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee
shall act in such capacity as herein above provided. In connection with such appointment and assumption of a successor to the
Master Servicer or the Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however, that no
such compensation with respect to a successor master servicer or successor special servicer, as the case may be, shall be in excess
of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the non-terminated
Master Servicer or the non-terminated Special Servicer and such successor shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession. Any


 






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reasonable out-of-pocket costs and expenses associated with the transfer
of the servicing function (other than with respect to a termination without cause) under this Agreement shall be borne by the
predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the
case may be) has not reimbursed the party requesting such termination or the successor master servicer or special servicer for
such expenses within ninety (90) days after the presentation of reasonable documentation, such expense shall be reimbursed
by the Trust; provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability
for such expenses. If and to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs
and expenses, the party requesting such termination shall have an affirmative obligation to take all reasonable actions to collect
such expenses on behalf of the Trust. In the event of a termination without cause, such costs and expenses shall be borne by the
party requesting such termination, or as otherwise set forth herein; provided that the Certificate Administrator and the
Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer
or the Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct the Trustee
to so terminate the Master Servicer or the Special Servicer pursuant to this Agreement, the Trustee shall not have any liability
for such expenses pursuant to this paragraph.


 


Section 7.03         
Notification to Certificateholders. (a) Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01
or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register.


 


(b)          
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator
would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate
Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the
related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04         
Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the Voting Rights
allocated to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination
Event; provided, however, that a Servicer Termination Event under clause (i), (ii), (viii)
or (ix) of Section 7.01(a) may be waived only with the consent of all of the Certificateholders of the affected
Classes, and a Servicer Termination Event under clause (iii) of Section 7.01(a) (with respect to obligations
under Article XI) may be waived only with the consent of the Depositor. Upon any such waiver of a Servicer Termination
Event, subject to the rights of any affected holder of a Serviced Companion Loan under Section 7.01(c) or Section 7.01(f),
such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon
any such waiver of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled
to recover all costs and expenses incurred by it in connection with enforcement action taken with


 






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respect
to such Servicer Termination Event prior to such waiver from the Trust. No such waiver shall extend to any subsequent or other
Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any
other provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04,
Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights
with respect to the matters described above as they would if any other Person held such Certificates.


 


Section 7.05         
Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to
make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business
Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event
under Section 7.01(a)(iii) to the extent a Responsible Officer of the Trustee has actual knowledge of such failure
with respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution Date with respect
to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a)
unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the
Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights
of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable
P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement
caused by the Master Servicer’s default in its obligations hereunder); provided, however, that if Advances
made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and
unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances
outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior
to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given
with respect to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 


Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01         
Duties of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate Administrator,
prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which
may have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a
Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances
in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement
shall not be construed as a duty.


 






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(b)          
The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required
to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically
governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered
for posting to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine
them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to
the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing
such instrument and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished
by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate
Administrator in good faith, pursuant to this Agreement.


 


(c)          
No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability
for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)           
Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which
may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the
express provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)          
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it
shall be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts;
and


 


(iii)          
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater
than 25% (i) of the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the aggregate
Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available
to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the


 






    -404- 


     


    

 


Trustee
or the Certificate Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)          
The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the
Serviced Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this
Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


 


Section 8.02         
Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)           
The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon
any resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)          
The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)          
Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers
vested in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities which may be incurred
therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is reasonably
assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer
Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


 


(iv)          
Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this
Agreement;


 






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(v)          
Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events
which may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than
50% of the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)          
The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, affiliates or attorneys; provided, however, that the appointment of such
agents, affiliates or attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder;
provided, further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties
hereunder through any Person that is a Prohibited Party;


 


(vii)         
For all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed
to have actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any
act, failure or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act
unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless
written notice of any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee
or the Certificate Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this
Agreement;


 


(viii)       
Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer
or the Special Servicer (unless the Trustee is acting as the Master Servicer or the Special Servicer, as the case may be, in which
case the Trustee shall only be responsible for its own actions as the Master Servicer or the Special Servicer) or of the Depositor,
the Operating Advisor or the Asset Representations Reviewer;


 


(ix)          
Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust
Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s,
as applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 






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(x)           
In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of
its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a
result of its own negligence, bad faith or willful misconduct;


 


(xi)          
Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 


(xii)         
Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect
to its rights and protections relative to the Trust.


 


Each of the Trustee and
the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to
it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without
limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03         
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The
recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator
in Sections 2.01(h) and Section 2.04 and the signature, if any, of the Certificate Registrar and Authenticating
Agent set forth on any outstanding Certificate, shall not be taken as the statements of the Trustee or the Certificate Administrator,
and the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate
Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as
to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the
Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in the case
of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible for and may
rely upon the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument
furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator,
in good faith, pursuant to this Agreement.


 


Section 8.04         
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in
its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may
deal with the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights
it would have if it were not Trustee or the Certificate Administrator.


 






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Section 8.05          Fees
and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.
(a) As compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee,
which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator
will be paid the Certificate Administrator Fee equal to the Certificate Administrator’s portion of one (1)
month’s interest at the Certificate Administrator Fee Rate, which shall cover recurring and otherwise reasonably
anticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate Administrator Fee shall be paid
monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other than the portion of an REO
Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly the Trustee Fee from the
Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from time to time at the Certificate
Administrator Fee Rate and the Certificate Administrator Fee shall be computed in the same manner as interest is calculated
thereon and for the same period respecting which any related interest payment due or deemed thereon is computed. The Trustee
Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall
constitute the Trustee’s sole form of compensation for all services rendered by it in the execution of the trusts
hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder, except for the
reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the
Certificate Administrator’s sole form of compensation for the exercise and performance of its powers and duties
hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate
Administrator Fee shall be payable with respect to any Companion Loan.


 


(b)          
The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability, damages, claims, disputes
or unanticipated expenses (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees,
damages, judgments and amounts paid in settlement, and expenses incurred in becoming the successor to the Master Servicer or the
Special Servicer, to the extent not otherwise paid hereunder, and, for the avoidance of doubt, including reasonable attorneys’
fees and expenses and expenses relating to the enforcement of such indemnity) arising out of, or incurred in connection with, any
act or omission of the Trustee or the Certificate Administrator, respectively, relating to the exercise and performance of any
of the powers, rights and duties of the Trustee or the Certificate Administrator, respectively (including in any capacities in
which they serve, such as paying agent, REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5
Information Provider) hereunder; provided, however, that none of the Trustee or the Certificate Administrator, nor
any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for
(i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate
Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator, respectively, performing its
duties in accordance with any of the provisions hereof, which are not “unanticipated expenses of the REMIC” within
the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required
to be borne thereby


 






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pursuant
to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence
in the performance of the Trustee’s or the Certificate Administrator’s, respectively, obligations and duties hereunder,
or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation or warranty
of the Trustee specified in Section 8.12 or the Certificate Administrator specified in Section 8.14, respectively,
made herein. The provisions of this Section 8.05(b) shall survive the termination of this Agreement and any resignation
or removal of the Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing
indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder, including Custodian, Certificate
Registrar and Authenticating Agent.


 


(c)          
The Certificate Administrator shall indemnify and hold harmless the Depositor and the Mortgage Loan Sellers from and against
any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs
and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses and expenses relating to the
enforcement of such indemnity) incurred by the Depositor or any Mortgage Loan Seller or its Affiliates that arise out of or are
based upon (i) a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity
in which the Certificate Administrator is required to make available information to a Privileged Person that is an NRSRO, of its
obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator,
in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make
available information to a Privileged Person that is an NRSRO, in the performance of such obligations or its negligent disregard
of its obligations and duties under this Agreement.


 


Section 8.06         
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a
combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and
in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period
when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant
to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution
whose long-term senior unsecured debt is rated at least “A2” by Moody’s, “A” by Fitch and, if rated
by KBRA, “A” by KBRA; provided that the Trustee will not become ineligible to serve based on a failure to satisfy
such rating requirements as long as (a) it maintains a long--term
unsecured debt rating of no less than “Baa2” by Moody’s and “A” by Fitch, (b) its short-term debt
obligations have a short-term rating of not less than “P-2” from Moody’s and “F1” by Fitch and (c)
the Master Servicer maintains a rating of at least “A2” by Moody’s and “A+” by Fitch; provided
that nothing in this clause (c) shall impose on the Master Servicer any obligation to maintain such rating; provided,
further, that if any such institution is not rated by KBRA, such institution maintains an equivalent (or higher) rating
by any two other NRSROs (which may include Moody’s and/or Fitch) or such other rating with respect to which the Rating Agencies
have provided a Rating Agency Confirmation and (iv) an entity that is not a Prohibited Party.


 






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If such corporation,
national bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital
and surplus of such corporation, national bank or national banking association shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event the place of business from which the Certificate
Administrator administers the Trust REMICs or in which the Trustee’s office is located is in a state or local jurisdiction
that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions),
the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign immediately in the manner and
with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer
the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section 8.07         
Resignation and Removal of the Trustee and Certificate Administrator. (a) The Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the
Master Servicer, the Special Servicer and the Trustee or the Certificate Administrator, as applicable, the Operating Advisor, the
Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator shall post
such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide notice
of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall promptly
post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving
such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or successor
certificate administrator acceptable to the Master Servicer and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall
be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Trustee or Certificate Administrator,
as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been so appointed and have accepted
appointment within ninety (90) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator
may petition any court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable,
and such petition will be an expense of the Trust.


 


(b)          
If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of
Section 8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign
after written request therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator
shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator
or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator
or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate
Administrator (if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made
available by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for
a period of five (5) days, or if the


 






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Certificate
Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01, then the
Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee or certificate administrator
acceptable to the requesting Master Servicer, by written instrument, in duplicate, which instrument shall be delivered to the
Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator in the case of the removal
of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special
Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate administrator shall have been so
appointed and have accepted appointment within ninety (90) days after the giving of such notice of removal, the removed Trustee
or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor trustee or certificate
administrator, as applicable, at the expense of the Trust.


 


(c)          
The Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written
notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator
so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, the
Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination without cause
pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)          
Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate
administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance
of appointment by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings
have been completed with respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as
the case may be, shall pay all costs and expenses associated with the transfer of its duties.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon any succession of
the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled
to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered
and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally
liable for any action or omission of any successor trustee or certificate administrator.


 






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(e)          
Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon
the termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each
Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee),
without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered
Holders of BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27 or in blank, and (ii) in the
case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing
trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it
or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this
Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was
not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note
to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor
trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to the
order of the successor, as trustee for the registered Holders of BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates,
Series 2020-BNK27 or in blank; provided, however, that, notwithstanding anything to the contrary herein, to the extent
any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan Seller in order to comply with the
foregoing, then the Master Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to execute such endorsement;
(c) if any other assignable Mortgage Loan document was not assigned to the outgoing trustee, the Custodian shall, upon its
receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor trustee, as requested,
and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage Loan document
is assigned to such successor trustee; and (d) in any case, such successor trustee shall review the documents delivered to
it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to
this Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment cannot be made
for any reason, to note the same in such certification.


 


(f)           
Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate
administrator.


 


Section 8.08         
Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator appointed
as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special
Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such successor trustee
or certificate administrator without any further act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator
herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements
held by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian, at Custodian’s
option shall become the agent of the successor trustee), and the


 






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Depositor,
the Master Servicer, the Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its obligations hereunder.


 


(b)          
No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as
applicable, shall be eligible under the provisions of Section 8.06.


 


(c)          
Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section 8.09         
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the
Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall
be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post
such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice
of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post
such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10         
Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicer and the Trustee
acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any
part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the
Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment
within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall have occurred
and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and


 






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no
notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08.
All co-trustee fees shall be payable out of the Trust Fund.


 


(b)          
In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights,
powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in
which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the
Special Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall
be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)          
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Trustee. Every such instrument shall be filed with the Trustee.


 


(d)          
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power
and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and
in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.


 


(e)          
The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of
its duties and responsibilities hereunder.


 


Section 8.11         
Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount


 






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customary
for Custodians which serve in such capacity in commercial mortgage loan securitization transactions, or may self-insure.


 


Section 8.12         
Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and
the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           
The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the
United States of America;


 


(ii)          
The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement
by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)          
The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)          
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          
The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations
under this Agreement;


 


(vi)         
No litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit
the Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement; and


 


(vii)        
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions


 






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contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have
a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section 8.13         
Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer
shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity
and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The
Certificate Administrator, the Master Servicer and the Special Servicer may each conclusively rely on the information provided
to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator,
the Master Servicer and the Special Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced
Companion Noteholders or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders
to the extent updated or correct information regarding the holders of any of the Serviced Companion Noteholders or the most recent
identity and/or contact information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable.


 


Section 8.14         
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents
and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
each Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)           
The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


 


(ii)          
The execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the
terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws
or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its
assets;


 


(iii)          
The Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)          
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance
with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization,


 






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moratorium
and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of national banking
associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;


 


(v)          
The Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation,
in the Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either
the ability of the Certificate Administrator to perform its obligations under this Agreement or the financial condition of the
Certificate Administrator;


 


(vi)          
No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)        
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution,
delivery and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement
or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order
which has not been obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations
under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder.


 


Section 8.15         
Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect
from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money
laundering (“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and
the Master Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain
a business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable,
arising out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time to
time such identifying information and documentation as may be available for such party in order to enable the Trustee, the Certificate
Administrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.


 


[End of Article VIII]


 






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Article IX



TERMINATION


 


Section 9.01         
Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than
the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth),
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee,
shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator
and required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or
related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the
purchase or other liquidation by the Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer,
or the Holders of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s portion
of each REO Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the Termination Purchase Amount
and (2) the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer with respect to such
termination, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser of such Mortgage Loans, minus
(b) solely in the case where the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed
Advances, together with any interest accrued and payable to the Master Servicer in respect of such Advances in accordance with
Section 3.03(d) and Section 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely
to the Master Servicer (which items shall be deemed to have been paid or reimbursed to the Master Servicer in connection with
such purchase) or (iii) so long as the Class A-1, Class A-SB, Class B, Class C, Class D and Class E Certificates
and the Class A-4, Class A-5 and Class A-S Upper-Tier Regular Interests, are no longer outstanding, the voluntary exchange
by the Sole Certificateholder of all the outstanding Certificates (other than the Class V Certificates, the Class R Certificates
and the RR Interest) and the payment or deemed payment by such exchanging party of the Termination Purchase Amount for the remaining
Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of the immediately succeeding paragraph, of which (a)
an amount equal to the product of (i) the Required Credit Risk Retention Percentage and (ii) the Termination Purchase Amount will
be paid to the Holders of the RR Interest in exchange for the surrender of the RR Interest, and (b) an amount equal to the product
of (i) the Non-Retained Percentage and (ii) the Termination Purchase Amount will be deemed paid to the Trust and deemed distributed
to the Holder or Holders of the then-outstanding Certificates (other than the RR Interest) in exchange for such Certificates;
provided, however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one
(21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States
to the Court of St. James’s, living on the date hereof. Upon termination of the Trust pursuant to clause (i) of the immediately
preceding sentence, the Custodian shall release or cause to be released to the Master Servicer at its address provided in Section
13.05 of this Agreement or to such other address designated by it in writing, those Mortgage Files remaining in its possession
relating to the Mortgage Loans.  In connection with a termination of the Trust under this Article IX, the obligations
and responsibilities of the Custodian under this Agreement shall terminate upon its delivery of such Mortgage Files to the Master
Servicer, Sole Certificateholder or other party as


 



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 required by this Section 9.01, except for the obligation of the Custodian
to execute assignments, endorsements and other instruments as required by this Section 9.01. The Certificate Administrator
shall notify the Trustee, via email, upon the termination of the Trust pursuant to this Section 9.01.


 


Following
the date on which the Class A-1, Class A-SB, Class B, Class C, Class D and Class E Certificates and the Class A-4,
Class A-5 and Class A-S Upper-Tier Regular Interests are no longer outstanding (and provided that there is only one
Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class V Certificates, the
Class R Certificates and the RR Interest)), the Sole Certificateholder shall have the right, with the consent of the Master
Servicer, to exchange all of its Certificates (other than the Class V Certificates, the Class R Certificates and the RR Interest)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01(a)
by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange.
In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class V Certificates,
Class R Certificates and the RR Interest) and pay the Termination Purchase Amount for all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not
later than the Distribution Date on which the final distribution on the Certificates is to occur, shall (i) remit for deposit
in the Collection Account of the Master Servicer an amount in immediately available funds equal to (a) the product of the Required
Credit Risk Retention Percentage and the Termination Purchase Amount plus (b) all amounts due and owing to the Depositor, the
Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder through the date of the liquidation
of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to the respective parties hereto,
pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant to Section 3.05(a),
but only to the extent that such amounts are not already on deposit in the Collection Account, and (ii) be deemed to pay to the
Trust (which amount shall be further deemed distributed to the Holders of all outstanding Certificates (other than the RR Interest))
an amount equal to the product of the Non-Retained Percentage and the Termination Purchase Amount. In addition, the Master Servicer
shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess Interest Distribution
Account on the P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates is to
occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however,
that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such
Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such
final deposits have been made and following the surrender of all its Certificates (other than the Class V Certificates, Class
R Certificates and the RR Interest) on the applicable Distribution Date, (i) the Certificate Administrator shall remit to the
Holders of the RR Interest in immediately available funds an amount equal to the product of the Required Credit Risk Retention
Percentage and the Termination Purchase Amount and (ii) the Custodian shall, upon receipt of a Request for Release from the Master
Servicer, release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining
Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder
as shall be necessary to effectuate


 



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 transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust
shall be liquidated in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder
shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the aggregate remaining Certificate
Balance of the Principal Balance Certificates (other than any Exchangeable Certificates) and the Exchangeable Upper-Tier P&I
Regular Interests, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts
against amounts distributable in respect of such Certificates, Exchangeable Upper-Tier P&I Regular Interests and Related Lower-Tier
Regular Interests.


 


The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent
(i) its related Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts
payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related
Intercreditor Agreement remain due and owing.


 


The
Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R
Certificates, in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired
through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining
in the Trust Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving
written notice to the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the
Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0%
of the aggregate Cut-off Date Balance of the Mortgage Loans as set forth in the Preliminary Statement. This purchase shall terminate
the Trust and retire the then-outstanding Certificates. In the event that the Master Servicer or the Special Servicer purchases,
or the Holder of the majority of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage
Loans and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance with the preceding sentence,
the Master Servicer, the Special Servicer, the Holder of the majority of the Controlling Class or the Holders of the Class R
Certificates, as the case may be, shall deposit in the Lower-Tier REMIC Distribution Account not later than the P&I Advance
Date relating to the Distribution Date on which the final distribution on the Certificates is to occur, an amount in immediately
available funds equal to the above-described purchase price (exclusive of any portion thereof payable to any Person other
than the Certificateholders pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account
of the Master Servicer). In addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution Account all
amounts required to be transferred thereto on such P&I Advance Date from the Collection Account pursuant to the first paragraph
of Section 3.04(b), together with any other amounts on deposit in the Collection Account that would otherwise be held
for future distribution. Upon confirmation that such final deposits and payments have been made, the Custodian shall release or
cause to be released to the Master Servicer, the Special Servicer, the


 



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 Holder of the majority of the Controlling Class or the
Holders of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute
all assignments, endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer, the Holder of
the majority of the Controlling Class or the Holders of the Class R Certificates, as the case may be, as shall be necessary
to effectuate transfer of the Mortgage Loans as assets of the Trust and REO Properties remaining in the Trust Fund.


 


For
purposes of this Section 9.01, the Holder of the majority of the Controlling Class shall have the first option to
terminate the Upper-Tier REMIC and Lower-Tier REMIC, then the Special Servicer, then the Master Servicer, and then the
Holders of the Class R Certificates. For purposes of this Section 9.01, the Directing Certificateholder with
the consent of the Holders of the Controlling Class, shall act on behalf of the Holders of the Controlling Class in purchasing
the assets of the Trust and terminating the Trust.


 


Notice
of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter
to the Certificateholders, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions
of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01,
to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage
Loans is an asset of the Trust) and each REO Property remaining in the Trust Fund, not earlier than the fifteenth (15th) day and
not later than the twenty-fifth (25th) day of the month next preceding the month of the final distribution on the Certificates,
or (b) otherwise during the month of such final distribution on or before the P&I Advance Determination Date in such
month, in each case specifying (i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates
will be made, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the offices
of the Certificate Registrar or such other location therein designated.


 


After
transferring the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable
to the Regular Certificates and the Exchangeable Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC
Distribution Account, in each case pursuant to Section 3.04(b) and upon presentation and surrender of the Certificates
by the Certificateholders on the final Distribution Date, the Certificate Administrator shall distribute to each Certificateholder
so presenting and surrendering its Certificates (i) such Certificateholder’s Percentage Interest of that portion of
the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable to payments on the Class of Certificates
so presented, (ii) to Holders of the Excess Interest Certificates or the RR Interest so presented, any amounts remaining
on deposit in the Excess Interest Distribution Account, and (iii) any remaining amount shall be distributed to the Class R
Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from the
Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final Distribution Date,
shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance
with Sections 4.01(a), 4.01(b), 4.01(c), 4.01(e) and 4.01(f). Any funds not distributed
on such Distribution Date shall be set aside and


 



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 held uninvested in trust for the benefit of the Certificateholders not presenting
and surrendering their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01
and Section 4.01(h).


 


Section 9.02         
Additional Termination Requirements. (a) In the event the Master Servicer or the Special Servicer purchases, or the
Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and
Lower-Tier REMIC, as applicable, shall be terminated in accordance with the following additional requirements, which meet
the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)         the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date
of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)         during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the
Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for
cash; and


 


(iii)       within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC)
and in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained
to meet claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End
of Article IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01     
REMIC Administration. (a) The Certificate Administrator shall make elections or cause elections to be made to treat
each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will
be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar
year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election in respect
of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated the “regular interests,” and
the Class UR Interest shall be designated the sole class of “residual interests” in the Upper-Tier REMIC.
For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be
designated as a class of “regular interests” and the Class LR Interest shall be


 



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 designated as the sole class
of “residual interests” in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer or the Trustee
shall permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any Trust REMIC
other than the foregoing interests. The Certificate Administrator shall prepare or cause to be prepared and timely produced to
the Trustee to sign (and the Trustee shall timely sign) and file or cause to be filed with the Internal Revenue Service, on behalf
of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an application for a taxpayer identification number for such Trust REMIC
on IRS Form SS-4 or obtain such number by other permissible means. The Certificate Administrator shall be responsible for the
preparation of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled to rely on the information contained
therein, and is hereby directed to execute such IRS Form W-9; provided, however, the Certificate Administrator shall also be directed
to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


 


(b)      The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC
within the meaning of Section 860G(a)(9) of the Code.


 


(c)       The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Certificate
Administrator shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code
of each Trust REMIC. By their acceptance thereof, the Holders of the Class R Certificates agree to the designation of the
Certificate Administrator as “partnership representative” for the Trust REMICs.


 


(d)       The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns
that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the
Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne
by the Certificate Administrator without any right of reimbursement therefor. The Certificate Administrator shall prepare or cause
to be prepared, and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC,
an application for a taxpayer identification number for such REMIC on IRS Form SS-4 or obtain such number by other permissible
means.


 


(e)       The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such
information as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person
who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders
such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original
issue discount and market discount or


 



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 premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service,
Form 8811, within thirty (30) days after the Closing Date.


 


(f)        The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within
the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the
Special Servicer shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify
as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the
tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to
a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”)
(either such event, an “Adverse REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel
(at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator
determines that taking such action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust,
but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to the Trust, any Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate Administrator
determines in its sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including
a tax on “net income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or
not authorized hereunder) as to which the Certificate Administrator has advised it in writing that it has received an Opinion
of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may
consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action
not expressly permitted by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At
all times as may be required by the Code, the Certificate Administrator will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified
mortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(g)       In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO
Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised
by the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer
shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from
the Collection Account


 



    -424- 


     


    

 


 sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to
be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at
the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate
Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net income from
any “prohibited transaction” under Section 860F(a) of the Code or the amount of any taxable contribution to any
Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount,
to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such tax paid
in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state
or local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable
to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of
the Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses
or Retained Certificate Realized Losses, as applicable, arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class LR Interest in the manner specified in Section 4.01(c) and (y) in the case of the
Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner specified in Section 4.01(a)
or Section 4.01(b), as applicable, to the extent they are fully reimbursed for any Realized Losses or Retained
Certificate Realized Losses, as applicable, arising therefrom and then to the Holders of the Class R Certificates in respect
of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer
shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach
of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by
such party.


 


(h)       The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with
respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)        Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any
Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of
the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event.


 


(j)        Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will
receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other
than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as
defined in Section 860G(a)(5) of the Code.


 


(k)      Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates, Exchangeable Certificates or Exchangeable
Upper-Tier Regular Interests and by which the Lower-Tier Principal Amount of each Class of


 



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 Lower-Tier Regular Interests would
be reduced to zero is the date that is the Rated Final Distribution Date.


 


(l)         None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure
of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III
of this Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection
Account or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will
not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator,
the Master Servicer or the Special Servicer, as the case may be, has determined in its sole discretion to indemnify the Trust
against such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant
to the REMIC Provisions.


 


(m)       The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code
(or successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225 of the
Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed
on any Holder of a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by acquiring such Certificate,
to any such elections.


 


(n)       The Exchangeable Upper-Tier Regular Interests shall be held in the Grantor Trust and have been placed in the Grantor Trust through
the efforts of the Underwriters. The Exchangeable Upper-Tier Regular Interests shall be held by the Certificate Administrator
on behalf of the Trustee for the benefit of the Holders of the Exchangeable Certificates, which Exchangeable Certificates, in
the aggregate, will evidence 100% beneficial ownership of such assets from and after the Closing Date. Each Class of Exchangeable
Certificates shall represent an undivided beneficial ownership interest in the Corresponding Exchangeable Upper-Tier Regular Interests
in an amount equal to the Class Percentage Interest of such Class in each such Corresponding Exchangeable Upper-Tier Regular Interest.


 


Section 10.02     
Use of Agents.(a) The Trustee shall execute all of its obligations and duties under this Article X through
its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X either
directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this
Article X by virtue of the appointment of any such agents or attorneys.


 


(b)       The Certificate Administrator may execute any of its obligations and duties under this Article X either directly or
by or through agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 






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Section 10.03     
Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a) The Depositor shall
provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request from
the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant
for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment
Assumptions and projected cash flow of the Certificates.


 


(b)       The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section 10.04      Appointment
of REMIC Administrators. (a) The Certificate Administrator may appoint at the Certificate
Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the
Certificate Administrator in performing the functions set forth in Section 10.01 herein. The Certificate
Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument
in which REMIC Administrator shall agree to act in such capacity, with the obligations and responsibilities herein. The
appointment of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible and liable for all acts and omissions of the REMIC Administrator.
Each REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business under
the laws of the United States of America or of any State and be subject to supervision or examination by federal or state
authorities. In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the
Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof. If Wells Fargo Bank,
National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as REMIC Administrator.


 


(b)       Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)       Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation
to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the
Certificate Administrator shall give written


 



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 notice of such appointment to the Master Servicer, the Trustee and the Depositor
and shall mail notice of such appointment to all Certificateholders; provided, however, that no successor REMIC
Administrator shall be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator
upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility
or liability for any action taken by it as such at the direction of the Certificate Administrator.


 


[End
of Article X]


 


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01     
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI
of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes
a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission.
The Depositor shall not exercise its rights to request delivery of information or other performance under these provisions other
than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations
of the requirements of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its
staff, and agree to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization
that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such
evolving interpretations of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”).
In connection with BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27, and any Other Securitization
subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate
Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes
a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and
any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees),
any and all statements, reports, certifications, records and any other information (in its possession or reasonably attainable)
necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor
or such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating
to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer
and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related
Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other


 



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 Depositor to be necessary in
order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written
request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of
this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a
third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection
with such obligation.


 


Section 11.02     
Succession; Subcontractors. (a) As a condition to the succession to the Master Servicer and the Special Servicer or
to any Sub-Servicer (but only if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2)) as servicer
or sub-servicer or succession to the Certificate Administrator under this Agreement by any Person (i) into which the
Master Servicer and the Special Servicer, such Sub-Servicer or Certificate Administrator may be merged or consolidated, or (ii) which
may be appointed as a successor to the Master Servicer and the Special Servicer or to any such Sub-Servicer or Certificate
Administrator, the person removing and replacing the Master Servicer and the Special Servicer or Certificate Administrator shall
provide to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator and each Other Depositor, as
applicable, at least fifteen (15) calendar days prior to the effective date of such succession or appointment (or such shorter
period as is agreed to by the Depositor), (x) written notice to the Depositor, the Other Depositor and the Other Certificate
Administrator of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the
Depositor, all information relating to such successor reasonably requested by the Depositor, Other Depositor or Other Certificate
Administrator in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act); provided, however
that if disclosing such information prior to such effective date would violate any applicable law or confidentiality agreement,
the Master Servicer, the Special Servicer, any Additional Servicer or the Certificate Administrator, as the case may be, shall
submit such disclosure to the Depositor and the Other Depositor no later than the effective date of such succession or appointment.


 


(b)       Each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize
one or more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function
Participant, such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other
Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced
Companion Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such
Other Trustee, Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor
utilized by such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing
Criteria that will be addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization
by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect
to any


 



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 such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to
cause, and (ii) with respect to any other subcontractor with which it has entered into a servicing relationship, cause such
Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate
Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) to comply
with the provisions of Section 11.10 and Section 11.11 of this Agreement to the same extent as if such
Subcontractor were such Servicer. With respect to any Servicing Function Participant engaged by such Servicer that is an Initial
Sub-Servicer, such Servicer shall be responsible for using commercially reasonable efforts to obtain, and with respect to
each other Servicing Function Participant engaged by such Servicer, such Servicer shall obtain from each such Servicing Function
Participant and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation
required to be delivered by such Subcontractor under Section 11.10 and Section 11.11, in each case, as
and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor
to perform any of its obligations hereunder.


 


(c)        Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with
the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor
is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding
sentence, that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a
Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until
notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other
than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days after
such written notice is received by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by
the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate Administrator to accurately
and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the
Exchange Act are required to be filed under the Exchange Act).


 


(d)       In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged
or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to
the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to
the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30)
calendar days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable
law or any applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and
shall furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory
to the Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to
accurately and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant
to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 






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(e)        Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or
any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB,
the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer
to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)         Any notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that services,
specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section 11.03     
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction
of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06
and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K,
10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate
Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”))
such Forms executed by the Depositor.


 


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)       In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any
Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information
was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer,
the Certificate Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25
and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange
Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure
Information and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D
to be filed for the Trust. In the event that any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K
needs to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties
hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A, Form
ABS-EE/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D,
Form ABS-EE or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation
and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K
is contingent upon the parties observing all applicable


 



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 deadlines in the performance of their duties under Sections 11.03,
11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15
of this Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25
or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from
the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K,
Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section 11.04     
Form 10-D and Form ABS-EE Filings. (a) Within fifteen (15) days after each Distribution Date (subject to
permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any
Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator
shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in
addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit AA
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such
reporting, direction and approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit AA hereto,
within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit AA
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by
the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D
Disclosure, if applicable; provided that information relating to any REO Account to be reported under “Item 9: Other
Information” on Exhibit AA shall be reported by the Special Servicer to the Master Servicer within four (4)
calendar days after the related Distribution Date on Exhibit LL; (ii) the parties listed on Exhibit AA
hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form
attached hereto as Exhibit DD (except with respect to the reporting of REO Account balances which shall be delivered
in the form of Exhibit LL hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the
Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com (or such other
e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit AA of their duties under this paragraph or proactively solicit or procure from such
parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses
incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this paragraph.


 






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The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a)
of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution
of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference
to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the Commission’s
assigned “Central Index Key” for each such filer and (iii) to the extent such information is provided to the
Certificate Administrator by the Master Servicer in the form of Exhibit LL hereto for inclusion therein within the
time period described in this Section 11.04, the balances of the REO Account (to the extent the related information
has been received from the Special Servicer within the time period specified in this Section 11.04) and the Collection
Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of
the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution
Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f)
of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and
clause (ii) of this paragraph.


 


Form 10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor shall notify the Certificate Administrator by email to cts.sec.notifications@wellsfargo.com,
no later than the fifth (5th) calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D
if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations
in preparing, executing and/or filing any such report.


 


With
respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it (to the extent it receives such information from the applicable
Servicer) the identity of such Mortgage Loan and, to the extent such information is received by the Certificate Administrator
from the Master Servicer or the Special Servicer, as the case may be, substantially in the form of Exhibit JJ (A) the
amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the
total debt service coverage ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as
applicable, and (C) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine
debt, as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Forms 10-D and ABS-EE for each reporting period: Name: W. Todd Stillerman, Esq., Telephone: (980) 388-7451. The Certificate
Administrator may rely without further investigation that this information remains correct unless and until the Depositor provides
the Certificate Administrator with a new individual’s name and phone number in writing.


 


Upon
receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate


 



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 Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in
accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post
such Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include
on the Form 10-D relating to the reporting period in which such request was received a Special Notice including the information
required to be included pursuant to Section 5.06.


 


(b)       
After preparing the Forms 10-D and ABS-EE, the Certificate Administrator shall forward electronically copies of the Forms 10-D
and ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th
calendar day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2)
Business Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th calendar day after the
Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form 10-D and Form ABS-EE, respectively, and, a duly authorized officer of the
Depositor shall sign the Form 10-D and Form ABS-EE and return an electronic or fax copy of such signed Form 10-D
and Form ABS-EE (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively,
if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually
signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act
under the Securities Act, and certified copies of a resolution of the Depositor’s board of directors authorizing such power
of attorney, each to be filed with each Form 10-D and each Form ABS-EE, as applicable, in which case the Certificate
Administrator shall sign such Forms 10-D and Forms ABS-EE, as applicable, as attorney in fact for the Depositor. As provided
in Section 11.04(d), the Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s
signature thereof, prior to the filing of the related Form 10-D. If a Form 10-D or Form ABS-EE cannot be filed on time
or if a previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator will follow the
procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on its Internet website a final executed copy of each Form 10-D and Form ABS-EE filed by the Certificate
Administrator. The signing party at the Depositor can be contacted at One Bryant Park, NY-100-11-07, New York, New York 10036,
Attention: Leland F. Bunch, III, with a copy to: W. Todd Stillerman, Esq., Associate General Counsel & Director, Bank of America
Legal Department, 150 North College Street, Mail Code: NC1-028-24-02, Charlotte, North Carolina 28255. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(b) related
to the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable, is contingent upon such parties observing
all applicable deadlines in the performance of their duties under this Section 11.04(b). Neither the Trustee nor the
Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file such Form 10-D or such Form ABS-EE,


 



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 respectively,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any
information from any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D or such
Form ABS-EE, respectively, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)        Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange
Act and the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE
required to be filed with the Commission and incorporated by reference in the Prospectus (or the preliminary version thereof).
The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received
by the Certificate Administrator pursuant to Section 3.12(c) as Exhibit 102 thereto. To the extent the Certificate
Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(c),
the Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate
Administrator shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files.
The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or
accuracy of the information contained in any CREFC® Schedule AL File or Schedule AL Additional File. After preparing
the Form ABS-EE, the Certificate Administrator shall forward electronically a copy of such Form ABS-EE (together with the related
CREFC® Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator) concurrently
with the related Form 10-D to the Depositor for review and approval. Any questions shall be directed to ssreports@wellsfargo.com.
The Master Servicer shall reasonably cooperate with the Depositor to answer any reasonable questions that the Depositor may pose
to the Master Servicer regarding the data or information contained in any CREFC® Schedule AL File or Schedule AL
Additional File (other than questions regarding data that is in the Initial Schedule AL File, Initial Schedule AL Additional File
or the Annex A-1 to the Prospectus) as of the time the Master Servicer delivered such CREFC® Schedule AL File or
Schedule AL Additional File, as applicable, to the Certificate Administrator. The Certificate Administrator, the Master Servicer,
the Master Servicer and the Depositor shall each, to the extent related to such party’s obligations hereunder, reasonably
cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or any Schedule AL Additional File
in a timely manner.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form ABS-EE for each reporting period: Name: W. Todd Stillerman, Esq., Telephone: (980) 388-7451. The Certificate Administrator
may rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


(d)       Any notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.04.


 






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Section 11.05     
Form 10-K Filings.(a) Within ninety (90) days after the end of each fiscal year of the Trust (it being understood
that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange
Act (the “10-K Filing Deadline”), commencing in March 2021, the Certificate Administrator shall prepare
and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K
shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within
the applicable time frames set forth in this Agreement:


 


(i)        an annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material
instance of noncompliance and the nature and status thereof;


 


(ii)       (A) the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or Trustee, as described under Section 11.10; and


 


            (B)           
if any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any
material instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of
noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken
to remedy such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under
Section 11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included;


 


(iii)      (A) the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee,
as described under Section 11.11; and


 


            (B)           
if any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting
firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included; and


 


(iv)      a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as
a result of changes promulgated by the


 



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 Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any
disclosure or information in addition to clauses (i) through (iv) above that is required to be included
on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the following paragraph
be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved
by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered to the Certificate
Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380,
Attn: CTS SEC Notifications.


 


As
set forth on Exhibit BB hereto, no later than March 1st of each year that the Trust is subject to the Exchange
Act reporting requirements, commencing in 2021, (i) the parties listed on Exhibit BB shall be required to provide
to the Certificate Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the
Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-K
Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-K
Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit DD and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible
for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional
Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor shall notify the Certificate Administrator in writing, no later than March
1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.” The
Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)       
After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business
Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge
of securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K
(with an original


 



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 executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at One Bryant Park, NY-100-11-07, New York, New York 10036, Attention: Leland
F. Bunch, III, with a copy to: W. Todd Stillerman, Esq., Associate General Counsel & Director, Bank of America Legal Department,
150 North College Street, Mail Code: NC1-028-24-02, Charlotte, North Carolina 28255. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.05 related to the timely
preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or
Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in
the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s
failure to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing
Function Participant engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not
resulting from its own negligence, bad faith or willful misconduct.


 


(c)        Upon written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate
Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has
received notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller
or Other Depositor, the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the
new party.


 


(d)       Any notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.05.


 


Section 11.06     
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form
attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the
Trust or the trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations
Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations
Reviewer is required to deliver an Asset Review Report) shall provide, and (i) with respect to each Initial Sub-Servicer
engaged by the Master Servicer or the Special Servicer, as the case may be, that is a Servicing Function Participant shall use
commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing
Function Participant with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the


 



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 Custodian
or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing
Function Participant to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization
that includes a Serviced Companion Loan (individually and collectively, the “Certifying Person”), on or before
March 1st of each year commencing in March 2021, a certification substantially in the form attached hereto as Exhibits Y-1,
Y-2, Y-3, Y-4, Y-5, Y-6 or Y-7 (each, a “Performance
Certification”), as applicable, on which each Certifying Person, the entity for which such Certifying Person acts as
an officer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively
with the Certifying Person, “Certification Parties”) can reasonably rely; provided that, if a Servicing
Function Participant (other than an Initial Sub-Servicer) with which the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the
Mortgage Loans fails to provide a Performance Certification, the Performance Certification provided by the Master Servicer, the
Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, that engaged
such Servicing Function Participant shall not exclude information that would have been provided by such Servicing Function Participant.
In addition, in the event that any Serviced Companion Loan is deposited into a commercial mortgage securitization (including an
“Other Securitization”) and the Reporting Servicer is provided with timely and complete contact information
for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days prior written request,
shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization either the
Performance Certification or a separate certification in form and substance similar to applicable Performance Certification (which
shall address the matters contained in the applicable Performance Certification, but solely with respect to the related Companion
Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s
officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator
will use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The
senior officer in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition,
each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other certifications
being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement
provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing
criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11,
and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults
described to the registered public accountants of such Reporting Servicer to enable such accountants to render the certificates
provided for in Section 11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms
of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting
Servicer shall provide a certification to each affected Certifying Person pursuant to this Section 11.06 with respect
to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as
the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format
agreed upon by the Depositor, the


 



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 Certificate Administrator, any affected Other Depositor and Other Certificate Administrator
and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting
Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer
by third parties (including a “significant obligor”, but other than an Additional Servicer or a Sub-Servicer appointed
pursuant to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s knowledge
and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of
information and reports, to certify anything other than that all fields of information called for in written reports prepared
by such Reporting Servicer have been completed except as they have been left blank on their face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust
for each Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to
deliver any certification under this Section 11.06 shall be obligated to do so.


 


Section 11.07     
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K
(each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the
Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the
Trust any Form 8-K, as required by the Exchange Act and shall provide notice thereof to the Depositor, provided
that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure
or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K
Disclosure Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K,
absent such reporting, direction and approval.


 


As
set forth on Exhibit CC hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no
later than close of business, New York City time, on the second (2nd) Business Day after the occurrence of a Reportable
Event (i) the parties set forth on Exhibit CC hereto shall be required to provide to the Depositor and the Certificate
Administrator, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge,
in EDGAR-Compatible Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing
parties any Form 8-K Disclosure Information, if applicable, (ii) the parties listed on Exhibit CC hereto
shall include with such Form 8-K Disclosure Information, an Additional Disclosure Notification in the form attached hereto
as Exhibit DD and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may
be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC
of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure
Information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator
in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. Information


 



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delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to
the Depositor for review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no
event earlier than twenty-four (24) hours after having received the Form 8-K Disclosure Information pursuant to the immediately
preceding paragraph. Promptly, but no later than the close of business on the third (3rd) Business Day after the Reportable Event,
the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to
or approval of such Form 8-K. No later than noon, New York City time, on the 4th Business Day after the Reportable Event,
a duly authorized officer of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed
Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K
cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator will follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will, make available on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at One Bryant Park, NY-100-11-07, New York, New York 10036, Attention: Leland
F. Bunch, III, with a copy to: W. Todd Stillerman, Esq., Associate General Counsel & Director, Bank of America Legal Department,
150 North College Street, Mail Code: NC1-028-24-02, Charlotte, North Carolina 28255. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely
preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability or
failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for execution
or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer
and the Special Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional
Servicer engaged by the Master Servicer or the Special Servicer, as applicable, use commercially reasonable efforts to cause such
Additional Servicer to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered
into a servicing relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional
Servicer to promptly notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time,
on the second (2nd) Business Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB
Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each
Other Securitization is not subject to the


 



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 reporting requirements of the Exchange Act, none of the parties hereto are required
to deliver Form 8-K Disclosure Information.


 


Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.07 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.07.


 


For
so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under a related Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would
be required to be reported on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate
Administrator has filed any required Form 8-K pursuant to this Section 11.07.


 


Section 11.08     
Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice to
the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator
shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange
Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend
such reporting obligations. With respect to any reporting period occurring after the filing of such form, subject to Section 11.15(h),
the obligations of the parties to this Agreement under Section 11.04, Section 11.05 and Section 11.07
shall be suspended and reports or certifications due under Section 11.09, 11.10 and 11.11 shall
not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers
and all other parties hereto that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the
Depositor shall provide notice to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate
Administrator shall recommence preparing and filing reports on Forms 10-D, 10-K, ABS-EE and 8-K as required pursuant
to Section 11.04, Section 11.05 and Section 11.07, and all parties’ obligations under
this Article XI shall recommence.


 


Section 11.09     
Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has
commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee
shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each
such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause such Additional Servicer to deliver to and (ii) with respect to each other Additional
Servicer that is also a Servicing Function Participant with which it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such Additional Servicer to deliver to), on or before March 1st of each year, commencing in March 2021,
deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator when
made available on its Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5
Information Provider’s Website), an Officer’s


 



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 Certificate, in the form attached hereto as Exhibit GG (or
such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that
(A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of
such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing
agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best
of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this
Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer,
in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation
in any material respect, specifying each such failure known to such officer and the nature and status thereof. Such Officer’s
Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged
by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional
Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of
the Certificate Administrator, make a copy of each such statement available on its Internet website) to the Directing Certificateholder
and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will
use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit GG.
Promptly after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate
and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related
Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage
Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or under
the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each Additional
Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage
Loan during the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate
is required to be delivered. None of the Master Servicer, Special Servicer or Additional Servicer shall be required to cause the
delivery of any such statement until April 15 in any given year so long as it has received written confirmation from the
Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not
required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


In
the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under
any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with
respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement,


 



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cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect
to the period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject
to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Any
certificate, statement, report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information
relates to a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time
frame as set forth in this Section 11.09.


 


Section 11.10     
Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1st of each year,
commencing in March 2021, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall be required to
deliver an assessment of compliance only if an Advance was made by the Trustee in such calendar year), the Custodian, the Operating
Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such party
shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee, Operating
Advisor, Custodian, or Certificate Administrator that is a Servicing Function Participant, use commercially reasonable efforts
to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate
Administrator when made available on its Internet website) (and, with respect to the Special Servicer, also to the Operating Advisor),
and the 17g-5 Information Provider, a report substantially in the form of Exhibit HH or such other form provided
by such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB,
on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting
Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the
fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there
has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the
nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report
on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. With
respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in
form and substance similar to the form attached hereto as Exhibit HH. Such report shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on


 



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 a certification substantially in the form of Exhibit Z hereto delivered
to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such
report and, if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with
the Relevant Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting
Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address
the Relevant Servicing Criteria for each party as set forth on Exhibit Z and notify the Depositor of any exceptions.
None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or any Servicing
Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year so
long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other
Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other
Securitization for the preceding calendar year.


 


Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect
of their combined Relevant Servicing Criteria as set forth on Exhibit Z hereto.


 


(b)       The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit Z is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)         No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller
as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit FF,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing
Function Participant engaged by it.


 


In
the event the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by the Master Servicer or Special Servicer that is an Additional Servicer that
resigns or is terminated under any applicable


 



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 servicing agreement, use its reasonable efforts to cause such Additional Servicer
and (ii) with respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled
with an attestation as required in Section 11.11 with respect to the period of time that the Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this Agreement
or the period of time that the Additional Servicer was subject to such other servicing agreement.


 


(d)          The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination
Event or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)        Any certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant
to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to
the extent such item and/or information relates to a party that services, specially services or is trustee or custodian for a
Serviced Companion Loan) in the same time frame as set forth in this Section 11.10.


 


Section 11.11     
Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing in
March 2021, the Master Servicer, the Special Servicer, the Trustee (provided, however, that the Trustee shall not
be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria
applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall cause
(and each such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, Special Servicer,
Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable efforts
to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant,
as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the
Trustee, the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant
to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence and continuance
of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than the second (2nd)
Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect
that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which
includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on
the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted
by the PCAOB, it is issuing an opinion as to whether such Reporting


 



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 Servicer’s assessment of compliance with the Relevant
Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall opinion cannot be
expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each
such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g)
of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not
contain restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its
reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance with Section 3.13(b).
Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the providing parties.


 


Promptly
after receipt of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable,
consult with the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
as to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub-servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to
this Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and
notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Custodian or any Additional Servicer shall be required to deliver, or shall be required to cause the
delivery of such reports until April 15th in any given year so long as it has received written confirmation from the Depositor
that a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Any
notice, report, assessment of compliance, statement, certificate and/or information furnished or required to be furnished pursuant
to this Section 11.11 shall also be provided to each Other Depositor and each Other Certificate Administrator (to
the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or
is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this ‎Section 11.11.


 


Section 11.12     
Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian,
the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party from and
against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other
costs and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses and expenses relating
to the enforcement of such indemnity) incurred by such Certification Party arising out of (i) an actual breach by the Master


 



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Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate
Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith or willful
misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Asset Representations Reviewer, the Operating
Advisor, the Custodian or the Certificate Administrator in the performance of such obligations, or (iii) delivery of any
Deficient Exchange Act Deliverable by, or on behalf of, such party.


 


The
Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with
respect to any Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator
that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and
(ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it
has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and
hold harmless each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments and any other costs, fees and expenses (for the avoidance of doubt, including reasonable
attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) incurred by such Certification
Party arising out of (a) a breach of its obligations to provide any of the annual compliance statements or annual assessment
of compliance with the servicing criteria or attestation reports pursuant to the applicable sub-servicing or primary servicing
agreement, (b) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (c) any
failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a Servicing Function Participant pursuant
to Section 11.02(c), or (d) delivery of any Deficient Exchange Act Deliverable.


 


In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian,
the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional
Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor
as necessary for the Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate
and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting
requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder
(“Reporting Requirements”).


 


In
connection with comments provided to the Depositor or any Other Depositor from the Commission or its staff regarding information
(x) delivered by the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the
Custodian, the Certificate Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable
(“Affected Reporting Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected
Reporting Party or any registered public accounting firm, attorney or other agent retained by such Affected Reporting Party to
prepare such information, which information is contained in a report filed by the Depositor or any Other Depositor under the Reporting
Requirements and which comments are received subsequent to the Depositor’s or any Other Depositor’s filing of such
report, the Depositor or any Other Depositor shall promptly provide to such Affected Reporting Party any such comments which relate
to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for


 



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 timely preparing a written response to
the Commission or its staff for inclusion in the Depositor’s or any Other Depositor’s response to the Commission or
its staff, unless such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor, as applicable
(which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission or its staff
and negotiate a response and/or resolution with the Commission or its staff; provided, however, that if an Affected
Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master Servicer
shall receive copies of all material communications pursuant to this Section 11.12. If such election is made, the
applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission
or its staff in a timely manner; provided that (i) such Affected Reporting Party shall use reasonable efforts to keep
the Depositor or any Other Depositor informed of its progress with the Commission or its staff and copy the Depositor or any Other
Depositor on all correspondence with the Commission or its staff and provide the Depositor or any Other Depositor with the opportunity
to participate (at the Depositor’s or any Other Depositor’s expense) in any telephone conferences and meetings with
the Commission or its staff and (ii) the Depositor or any Other Depositor shall cooperate with any Affected Reporting Party
in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission
or its staff with respect to any comments from the Commission or its staff relating to such Affected Reporting Party and to notify
the Commission or its staff of such authorization. The Depositor (or any Other Depositor) and the Affected Reporting Party shall
cooperate and coordinate with one another with respect to any requests made to the Commission or its staff for extension of time
for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor
or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or any Other Depositor,
as the case may be) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s
or any Other Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission or its
staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from
the Depositor or any Other Depositor, as the case may be. Each of the Master Servicer, the Special Servicer, the Operating Advisor,
the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged
by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party
to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case,
it has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing
by inclusion of similar provisions in the related sub-servicing or similar agreement.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing
Party”) shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims,
damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification
Party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations
pursuant to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations
under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance


 



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 statements or annual
servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful
misconduct in connection therewith. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator shall (i) with respect to any Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer,
Trustee or Certificate Administrator that is a Servicing Function Participant or Additional Servicer, use commercially reasonable
efforts to cause such party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant,
in each case, with which it has entered into a servicing relationship with respect to the Mortgage Loans cause such party, in
each case, to agree to the foregoing indemnification and contribution obligations. This Section 11.12 shall survive
the termination of this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Custodian or the Certificate Administrator.


 


Section 11.13     
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to Section 13.01
for purposes of complying with Regulation AB and/or to conform to standards developed within the CMBS market and the
Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with respect
to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding
anything to the contrary contained in this Agreement; provided that the reports and certificates required to be prepared
pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency
Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25). For the avoidance
of doubt, any amendment to this Article XI affecting a Serviced Companion Loan shall be subject to Section 13.01(k).


 


Section 11.14     
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the
Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally
delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com.


 


Section 11.15     
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu
Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan
Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such


 



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 permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(2), (c)(3), (c)(4), (c)(5), (c)(6)
and (e) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information
as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer understands that such information may be included in the offering material related
to a Regulation AB Companion Loan Securitization and agrees to (i) negotiate in good faith an agreement (subject to the final
sentence of this sub-section) to indemnify and hold the related depositor and underwriters involved in the offering of the
related commercial mortgage pass through certificates harmless for any costs, liabilities, fees and expenses (for the avoidance
of doubt, including reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity)
incurred by the depositor or such underwriters as a result of any material misstatements or omissions or alleged material misstatements
or omissions in any such offering material to the extent that such material misstatement or omission was made in reliance upon
any such information provided by the Trustee (where such information pertains to the Trustee individually and not to any specific
aspect of the Trustee’s duties or obligations under this Agreement), the Certificate Administrator (where such information
pertains to the Certificate Administrator individually and not to any specific aspect of the Certificate Administrator’s
duties or obligations under this Agreement), the Master Servicer (where such information pertains to the Master Servicer individually
and not to any specific aspect of the Master Servicer’s duties or obligations under this Agreement) and the Special Servicer
(where such information pertains to the Special Servicer individually and not to any specific aspect of the Special Servicer’s
duties or obligations under this Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted
transferee) as required by this Section 11.15(a) and (ii) deliver such securities law opinion(s) of counsel,
certifications and/or indemnification agreement(s) (to the extent the cost thereof is paid by the related Mortgage Loan Seller)
with respect to such information that are substantially similar to those delivered with respect to the offering material for this
securitization by the Master Servicer or the Special Servicer, Trustee and Certificate Administrator, as the case may be, or their
respective counsel, in connection with the information concerning such party in the offering material related to a Regulation
AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, for inclusion in the offering materials
related to such Regulation AB Companion Loan Securitization is substantially and materially similar to the information provided
by such party with respect to the offering materials related to this transaction, subject to any required changes due to any amendments
to Regulation AB or any changes in the interpretation of Regulation AB or changes in factual circumstances, such party shall be
deemed to be in compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer in connection with the Regulation AB Companion Loan Securitization
shall be substantially similar to the related indemnification agreement executed in connection with this Agreement. It shall be
a condition precedent to any party’s obligations otherwise set forth above and/or elsewhere in Article XI that
the applicable 


 



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Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in
any event, not less than ten (10) Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable
agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of counsel)
incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)       Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with
respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence
of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and
Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected
on Exhibit S), cooperate with the depositor, trustee, certificate administrator, master servicer or special servicer for
any Regulation AB Companion Loan Securitization in preparing each Form 10-D, Form ABS-EE and Form 10-K required to be filed by
such Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee or other applicable
party for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related
trust) and shall provide to such depositor, trustee, certificate administrator or master servicer within the time period set forth
in the Other Pooling and Servicing Agreement (so long as such time period is no earlier than the time periods set forth herein)
for such Regulation AB Companion Loan Securitization such information relating to a Serviced Securitized Companion Loan as may
be reasonably necessary for the depositor, trustee, certificate administrator and master servicer of the Regulation AB Companion
Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange Act; provided, however,
that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer (and the Master Servicer shall consult with any sub-servicer appointed by it with
respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer shall cooperate with such parties in respect of establishing the time periods for preparation of the Form 10-D and Form
ABS-EE reports in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the
extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in
all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)       Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with
respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence
of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and
Servicing Agreement, or (c) the


 



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 applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected
on Exhibit S), provide the depositor, trustee or certificate administrator, as applicable, under a Regulation AB Companion
Loan Securitization (until January 30 of the first year in which the trustee or certificate administrator, as applicable, for
such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust)
information with respect to any event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion
Loan within two (2) Business Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing,
to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies
in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(c).


 


(d)       On or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual
report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required
to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed),
each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with
respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of the occurrence
of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other Pooling and
Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected
on Exhibit S), provide, with respect to itself, to the depositor, trustee or certificate administrator, as applicable,
under such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a
report on an assessment of compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation
AB, (ii) a registered accounting firm’s attestation report on such Person’s assessment of compliance with the
applicable servicing criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information
as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer
or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements
imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to
the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(d) with respect to
such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)       On or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual
report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required
to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed),
each of the Trustee, the Certificate Administrator, the Master Servicer


 



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 and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with
respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with
respect to itself, to the depositor, trustee and certificate administrator under such Regulation AB Companion Loan Securitization
(provided that (a) such party has received notice of the occurrence of the related Regulation AB Companion Loan Securitization,
or (b) such party is also a party to the related Other Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion
Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S), under such Regulation AB Companion Loan
Securitization a servicer compliance statement signed by an authorized officer of such Person that satisfies the requirements
of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master
Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation
requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15) with
respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(e) with
respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(e).


 


(f)        Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses
and expenses relating to the enforcement of such indemnity) incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee,
certificate administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the
reporting requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e)
above.


 


Any
subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the Master Servicer or the Special Servicer, as applicable, information, reports, statements and certificates with
respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates
required to be provided by the Master Servicer or the Special Servicer pursuant to this Section 11.15, even if such
Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person in order to comply with
Regulation AB. Such information, reports or certificates shall be provided to the Master Servicer or the Special Servicer, as
the case may be, no later than two (2) Business Days prior to the date on which the Master Servicer or the Special Servicer, as
the case may be, is required to deliver its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)       With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has
notified the Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning of
Item 1101(k) of Regulation AB) (together with notification of the relevant Distribution Date) with respect to an


 



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 Other
Securitization that includes such Serviced Companion Loan, to the extent that the Master Servicer or the Special Servicer, as
the case may be, is in receipt of the updated financial statements of such “significant obligor” for any calendar
quarter (other than the fourth (4th) calendar quarter of any calendar year) from the Mortgagor, beginning with the first calendar
quarter in which such notice from the Other Depositor was received, or the updated financial statements of such “significant
obligor” for any calendar year, beginning for the calendar year in which such notice from the Other Depositor was received,
as applicable, the Master Servicer or the Special Servicer, as the case may be, shall deliver to the Other Depositor, on or prior
to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7)
Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement
receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen
(17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, the financial statements
of such “significant obligor”, together with the net operating income of such “significant obligor” for
the applicable period as calculated by the Master Servicer (or as calculated by the Special Servicer and provided to the Master
Servicer solely in the case of any related Specially Serviced Loan or as calculated by the Special Servicer with respect to any
Serviced REO Property and provided by the Special Servicer to the Master Servicer) in accordance with CREFC® guidelines
and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior to the related Significant Obligor
NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing
Deadline, as applicable, such financial statements of the “significant obligor”, together with the net operating income
of such “significant obligor” for the applicable period as reported by the related Mortgagor in such financial statements
(or as reported by the related Mortgagor to the Special Servicer and provided by the Special Servicer to the Master Servicer solely
in the case of any related Specially Serviced Loan or as reported by the Special Servicer with respect to the Serviced REO Property
and provided by the Special Servicer to the Master Servicer).


 


If
the Master Servicer or the Special Servicer, as the case may be, does not receive such financial information satisfactory to comply
with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor”
within ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage
Loan documents, the Master Servicer or the Special Servicer, as the case may be, shall notify the Other Depositor with respect
to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause each applicable Sub-Servicing
Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is
a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it has not received such financial
information. The Master Servicer (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially
Serviced Loans) shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting
obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements required to be delivered
by the related Mortgagor under the related Mortgage Loan documents.


 


The
Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans)
shall (and shall cause each applicable


 



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 Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor
that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the
required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or
Form 10-K, as applicable, is required to be filed with respect to the Other Securitization, shall forward an Officer’s Certificate
evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such
Other Securitization; provided, however, the Special Servicer shall provide such Officer’s Certificate to
the Master Servicer and the Master Servicer shall forward such Officer’s Certificate to the Other Exchange Act Reporting
Party and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate
administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


(h)        If any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act,
then the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall
remain in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange
Act.


 


Section 11.16     
Certain Matters Regarding Significant Obligors. As of the Closing Date, with respect to the Trust, there is no “significant
obligor” within the meaning of Item 1101(k) of Regulation AB (“Significant Obligor”).


 


Section 11.17     
Impact of Cure Period. For the avoidance of doubt, none of the Master Servicer or the Special Servicer shall be subject
to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the
grace period applicable to such party’s obligations under this Article XI as provided for in such clause (iii)
nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this
Article XI; provided that if any such party fails to comply with the delivery requirements of this Article XI
by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event. None of the Master
Servicer or the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the
definition thereof prior to the expiration of the grace period applicable to such party’s obligations under this Article XI
as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
for failing to deliver any item required under this Article XI by the time required hereunder with respect to any
reporting period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 


[End
of Article XI]


 


Article XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section 12.01     
Asset Review.


 






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(a)        On or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall
determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate
Administrator shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required
to be delivered to the Certificateholders pursuant to this Article XII shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting
period in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger
to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are sixty (60) or more days delinquent
and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.”. On each Distribution Date
occurring after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it
by the Master Servicer or the Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage Loan
has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review
Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1),
(2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit RR
within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer.


 


If
Certificateholders (other than Holders of the RR Interest) evidencing not less than 5% of the Voting Rights of the Certificates
deliver to the Certificate Administrator, within ninety (90) days after the filing of the Form 10-D reporting the occurrence of
an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”),
then the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders (with a copy to the
Asset Representations Reviewer) and conduct a solicitation of votes in accordance with Section 5.10 to authorize an
Asset Review. Upon the affirmative vote to authorize an Asset Review by Holders of Certificates evidencing at least (i) a majority
of those Certificateholders who cast votes and (ii) a majority of an Asset Review Quorum within one hundred fifty (150) days of
receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator
shall promptly provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the
Directing Certificateholder, the Risk Retention Consultation Party and the other Certificateholders (the “Asset Review
Notice”). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure
Data Room by providing the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit QQ
(which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate
Administrator’s Website). Upon receipt of such certification, the Certificate Administrator shall promptly (and in any case
within two (2) Business Days after such receipt) grant the Asset Representations Reviewer access to the Secure Data Room. In the
event an Affirmative Asset Review Vote has not occurred within such one hundred fifty (150) day period following the receipt of
the Asset Review Vote Election, no


 



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 Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations
Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a
Delinquent Loan after the expiration of such one hundred fifty (150) day period, (B) a new Asset Review Trigger has occurred
as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has timely received any
Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence
and (D) an Affirmative Asset Review Vote has occurred within one hundred fifty (150) days after the Asset Review Vote Election
described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative
Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately
preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with
administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall
be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)           (i) Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1) - (5) below for all
Mortgage Loans), the Master Servicer (with respect to clauses (6) and (7) below for Non-Specially Serviced
Loans) and the Special Servicer (with respect to clauses (6) and (7) below for Specially Serviced Loans), in
each case to the extent in such party’s possession, shall promptly, but in no event later than ten (10) Business Days, provide
the following materials in electronic format to the Asset Representations Reviewer (collectively, with the Diligence Files posted
on the Secure Data Room by the Certificate Administrator pursuant to Section 4.08, a copy of the Prospectus, a copy
of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to clause (1) or clause (2) above;


 


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


 






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(6)       a
copy of any notice previously delivered by the Master Servicer or the Special Servicer, as applicable, of any alleged defect or
breach with respect to any Delinquent Loan; and


 


(7)
any other related documents that were entered into or delivered in connection with the origination of the related Mortgage Loan
that the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review and
that are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii)
hereof.


 


(ii)         
In addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it
is missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10)
Business Days after receipt of the Review Materials, notify the Master Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s), and request that
the Master Servicer or the Special Servicer, as the case may be, promptly, but in no event later than ten (10) Business Days after
receipt of notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing document(s)
to the extent in its possession; provided that any such notification and/or request shall be in writing, specifically identifying
the documents being requested and sent to the notice address for the related party set forth in Section 13.05 of this
Agreement. In the event any missing documents are not provided by the Master Servicer or the Special Servicer, as the case may
be, within such ten (10) Business Day period, the Asset Representations Reviewer shall request such documents from the related
Mortgage Loan Seller; provided that the Mortgage Loan Seller is required under the related Mortgage Loan Purchase Agreement
to deliver such missing document only to the extent such document is in the possession of such party but in any event excluding
any documents that contain information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents
or privileged or internal communications (and, if such documents are not in its possession, solely with respect to any Mortgage
Loan sold by such Mortgage Loan Seller that is a Non-Serviced Mortgage Loan, Mortgage Loan Seller shall be required to make a
request under the applicable Non-Serviced PSA for any such documents that are not in its possession). In the event any missing
documents with respect to a Non-Serviced Mortgage Loan are not provided by the Mortgage Loan Seller, the Asset Representations
Reviewer shall request such documents from the parties to the related Non-Serviced PSA, to the extent that the Asset Representations
Reviewer is entitled to request such documents under such Non-Serviced PSA.


 


(iii)         
The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a
Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations


 



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 Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant
to this Section 12.01 (any such information, “Unsolicited Information”).


 


(iv)         
Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File with respect to
a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance
of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset
Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty
made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit PP
(each such procedure, a “Test”); provided, that the Asset Representations Reviewer may, but is under
no obligation to, modify any Test and/or associated Review Materials described in Exhibit PP if, and only to the extent,
the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or
such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard. Once an
Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required in respect of, or performed on, such Mortgage
Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan at a time
when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such
new Asset Review Trigger.


 


(v)         
No Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall
not be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 


(vi)         The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)         The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56)
days after the date on which access to the Secure Data Room is provided. In the event that the Asset Representations Reviewer
determines that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered to the
Asset Representations Reviewer by the related Mortgage Loan Seller, the Master Servicer (with respect to Non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the extent in the possession of the Master Servicer
or Special Servicer, as applicable, within ten (10) Business Days following the request by the Asset Representations Reviewer
to the Master Servicer, the Special Servicer or the related Mortgage Loan Seller, as the case may be, as described in Section 12.01(b)(ii),
the Asset Representations Reviewer shall list such missing documents in such preliminary report setting forth the preliminary
results of the application of the Tests and the reasons why such missing documents are


 



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 necessary to complete a Test and (if the
Asset Representations Reviewer has so concluded) that the absence of such documents will be deemed to be a failure of such Test.
The Asset Representations Reviewer shall provide such preliminary report to the Master Servicer (only with respect to Non-Specially
Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans) and the related Mortgage Loan Seller. If the
preliminary report indicates that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage
Loan Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute the failure.
Any documents or explanations to support the related Mortgage Loan Seller’s claim that the representation and warranty has
not failed a Test or that any missing information or documents in the Review Materials are not required to complete a Test shall
be sent by such Mortgage Loan Seller to the Asset Representations Reviewer. For avoidance of doubt, the Asset Representations
Reviewer shall not be required to prepare a preliminary report in the event the Asset Representations Reviewer determines that
there is no Test failure with respect to the related Mortgage Loan.


 


(viii)        The Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the
Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan, the Directing Certificateholder and
(ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee and the Certificate Administrator. The period of time by which the Asset Review
Report must be completed and delivered may be extended by up to an additional thirty (30) days, upon written notice to the parties
to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset
Review Standard that such additional time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property
or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material
Defect, or whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each
case, shall be a responsibility of the applicable Enforcing Servicer pursuant to Section 2.03(k) of this Agreement.


 


(ix)         
In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the
Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans)
or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review
and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the
documentation received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset Representations
Reviewer shall have no


 



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 responsibility to independently obtain any such documentation from any party to this Agreement or otherwise.


 


(x)          
Within thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall determine whether at
that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) determines that
a Material Defect exists, the Master Servicer or the Special Servicer, as applicable, shall enforce the obligations of the applicable
Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)         
 The Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties
to this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged
Information Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer
with a notice stating that such information is Privileged Information shall not disclose such Privileged Information to any Person
without the prior written consent of the Special Servicer other than pursuant to a Privileged Information Exception.


 


(d)           The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that
no agent or subcontractor may (i) be affiliated with any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates
or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the Master Servicer, the Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates
in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding
the foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were
performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 






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Section 12.02     
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)         
The Asset Representations Reviewer shall be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”)
on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid
a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage
Loans and shall be equal to the product of a rate equal to 0.00040% per annum (the “Asset Representations Reviewer
Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage
Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)           As compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the Mortgage
Loans that are Delinquent Loans and are subject to an Asset Review, upon the completion of any Asset Review with respect to an
individual Asset Review Trigger, the Asset Representations Reviewer shall be paid a fee equal to in the case of a Delinquent Loan
(such Delinquent Loan, a “Subject Loan”), the sum of (i) $16,300, plus (ii) $1,650 per Mortgaged Property
relating to the Subject Loan in excess of one Mortgaged Property per Subject Loan, plus (iii) $2,150 per Mortgaged Property relating
to the Subject Loan subject to a ground lease, plus (iv) $1,150 per Mortgaged Property relating to the Subject Loan subject to
a franchise agreement, hotel management agreement or hotel license agreement, subject, in the case of each of clauses (i) through
(iv), to adjustments on the basis of the year-end “Consumer Price Index for All Urban Consumers” as published by the
U.S. Department of Labor, or other similar index if the Consumer Price Index for All Urban Consumers is no longer calculated for
the year of the Closing Date and for the year of the occurrence of the Asset Review (any such fee, the “Asset Representations
Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan
(or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) shall be paid by the
related Mortgage Loan Seller; provided, however, that if the related Mortgage Loan Seller is insolvent or fails
to pay such amount within ninety (90) days of written invoice therefor by the Asset Representations Reviewer, such fee shall
be paid by the Trust following delivery by the Asset Representations Reviewer of a certification to the Master Servicer that the
requirements for payment set forth in this Section 12.02(b) have been met. The Asset Representations Reviewer shall
not deliver any such certificate unless it has invoiced payment of such amount and otherwise met the requirements for payment
set forth in this Section 12.02(b), including receipt of evidence of such insolvency or failure to pay such amount.
A Mortgage Loan Seller shall be deemed to have failed to pay such amount hereunder ninety (90) days after delivery by the Asset
Representations Reviewer of an itemized invoice to such Mortgage Loan Seller by registered mail or overnight courier to the address
listed in this Agreement for such Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage Loan Seller
for delivery of notices in accordance with this Agreement, or ninety (90) days following attempted delivery of such invoice by
registered mail or overnight courier and reasonable follow -up by telephone or e-mail. Notwithstanding any payment of such fee
by the Trust to the Asset Representations Reviewer, such fee will remain an obligation of the related Mortgage Loan Seller and
the Enforcing Servicer shall pursue remedies against such Mortgage Loan Seller to recover any such amounts to the extent paid
by the Trust.


 






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(c)         
 Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be
included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted
by a Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations
Reviewer or the Trust, as the case may be, for such fees pursuant to Section 12.02(b).


 


(d)           The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section 12.03     
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged from
its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. Upon
such notice of resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible
Asset Representations Reviewer. If no successor asset representations reviewer shall have been so appointed and have accepted
appointment within thirty (30) days after the giving of such notice of resignation, the resigning Asset Representations Reviewer
may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an
Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all reasonable costs and expenses of each
party hereto and each Rating Agency in connection with its resignation.


 


Section 12.04     
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply
to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel
from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05     
Termination of the Asset Representations Reviewer.


 


(a)         
 An “Asset Representations Reviewer Termination Event” means any one of the following events whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body:


 


(i)           
any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of any of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and


 



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 the Trustee
by the Holders of Certificates having greater than 25% of the Voting Rights, provided that any such failure that is not curable
within such thirty (30) day period, the Asset Representations Reviewer shall have an additional cure period of thirty (30) days
to effect such cure so long as it has commenced to cure such failure within the initial thirty (30) day period and has provided
the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and
is continuing to pursue, such cure;


 


(ii)         
any failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)         
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue
unremedied for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied,
is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iv)         
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(v)         
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)         
the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders (which shall be simultaneously
delivered to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a),
unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination Event has
been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case, so long
as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon
the written direction of Holders of


 



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 Certificates evidencing not less than 25% of the Voting Rights (without regard to the application
of any Cumulative Appraisal Reduction Amounts), shall, terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive
all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring
prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is
required to bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection with its
termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor
and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee
of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)           Upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard
to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing
such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations
Reviewer. Upon the written direction of Holders of Certificates evidencing at least 75% of a Certificateholder Quorum (without
regard to the application of any Cumulative Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations
of the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date
of such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice
in writing to the Asset Representations Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer,
on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to
vote for the termination or not vote for the termination of the Asset Representations Reviewer. In the event that Holders of the
Certificates evidencing at least 75% of a Certificateholder Quorum (without regard to the application of any Cumulative Appraisal
Reduction Amounts) elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset
representations reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)          
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty
(30) days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or
(2) the Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint
a successor asset representations reviewer that is an Eligible Asset Representations


 



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 Reviewer. The Trustee shall provide written
notice of the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing
Certificateholder of such disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee
shall appoint a successor asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding
the foregoing, if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the
termination of the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not
be liable for any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially
reasonable efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the
Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)           Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor, each Rating Agency, and, prior to the occurrence and continuance of a Consultation Termination
Event and the Directing Certificateholder. In the event that the Asset Representations Reviewer is terminated, all of its rights
and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 


[End
of Article XII]


 


Article XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01     
Amendment. (a) This Agreement may be amended from time to time by the parties hereto, without the consent of any of
the Certificateholders or the Companion Holders:


 


(i)           
to correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)          
to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for


 



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 any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or
to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
amendment;


 


(iv)         
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) or Companion
Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an
Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25);


 






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(vii)        to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25); provided that such amendment or supplement shall not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest)
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than any Excluded
Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder,
determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard, (b) such
modification does not cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(ix)         
to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holders of the RR Interest), as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to
the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) and the Certificate Administrator shall
post such notice to the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or


 






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(xi)         
to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the foreign or domestic risk retention requirements for this securitization transaction are amended or repealed in whole or
in part, to the extent required to comply with any such amendment or, to the extent applicable, to modify or eliminate the affected
provision(s) related to the risk retention requirements in the event of such repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any
rights of any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or
(B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


(b)          This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of
each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be


 



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 considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)         
 Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer nor the Special Servicer shall consent to any amendment hereto without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder and
that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance
with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any
Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant
provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes any provision specifically required
to be included in this Agreement by an Intercreditor Agreement related to a Companion Loan without, in each case, the consent
of the holder of the related Companion Loan(s).


 


(d)           No later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same
to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post
a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
together with a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder,
the Depositor, each Other Depositor, each Other Certificate Administrator, the Master Servicer, the Special Servicer, the Underwriters
and the Rating Agencies.


 


(e)         
 It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Certificate Administrator may prescribe.


 


(f)          
The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)         
The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and
the cost of any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the
Master Servicer, the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights
and interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or Section 13.01(c) shall be payable out of the Collection Account.


 






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(h)         
The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to
any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


 


(i)          
To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection
with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering
into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)           
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this
Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled
to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates, so
long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)           This Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially and
adversely affect the rights of such Companion Holder hereunder.


 


(l)         
 In addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage
Loan Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or,
if the Master Servicer or Special Servicer is requesting such amendment in connection with the fulfillment of its duties under
this Agreement, at the expense of the Trust)), without the consent of any Certificateholder, to add or modify provisions relating
to the applicable Repurchased Note for purposes of the servicing and administration of such Repurchased Note provided that the
amendment shall not adversely affect in any material respect the interests of the Certificateholders, as evidenced by a Rating
Agency Confirmation from each Rating Agency (obtained at the expense of the Repurchasing Mortgage Loan Seller) with respect to
such amendment (or, if no such Rating Agency Confirmation is actually received, by an Opinion of Counsel to such effect). Prior
to the effectiveness of such amendment, if one but not all of the Mortgage Notes with respect to a Joint Mortgage Loan is repurchased,
the terms of Section 3.30 shall govern the servicing and administration of such Joint Mortgage Loan.


 


Section 13.02     
Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the Special Servicer and with the consent of the


 



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 Depositor (which may not be unreasonably withheld), but only upon direction accompanied
by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.


 


(b)           For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement shall
be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party
by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic
signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform
Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform
Commercial Code (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned,
or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and
admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and
shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of
any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts
shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used
for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character
of the writings.


 


(c)          
The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of
the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section 13.03     
Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.


 


(b)          No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


 


(c)         
No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein


 



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 before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless
also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of
the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory
to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty
(60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute
any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 13.04     
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN
ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW;
AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY


 



    -474- 


     


    

 


 MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR
NOTICES HEREUNDER.


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05     
Notices. (a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly
provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission
(other than with respect to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices to the
Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly
given only when received), to:


 


In
the case of the Depositor:


 


Banc
of America Merrill Lynch Commercial Mortgage Inc.

One Bryant Park


 


NY-100-11-07

New York, New York 10036

Attention: Leland F. Bunch, III

Facsimile: (646) 855-5044


 


with
a copy to:



W. Todd Stillerman, Esq.

Associate General Counsel & Director

Bank of America Legal Department

150 North College Street, Mail Code: NC1-028-24-02

Charlotte, North Carolina 28255

Facsimile: (404) 736-2127


 


and
with a copy to:


 


cmbsnotices@bofa.com


 


and
with a copy to:


 


Cadwalader,
Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: Henry A. LaBrun, Esq.

Facsimile: (704) 348-5200


 






    -475- 


     


    

 


In
the case of the Master Servicer:


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing


 


Three
Wells Fargo

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: BANK 2020-BNK27 Asset Manager

Facsimile number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


with
a copy to:


 


K&L
Gates LLP 


300
South Tryon Street 


Suite
1000 


Charlotte,
North Carolina 28202 


Attention:
Stacy G. Ackermann 


Reference:
BANK 2020-BNK27


 


In
the case of the Special Servicer:


 


CWCapital
Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (BANK 2020-BNK27)

Facsimile number: (202) 715-9699

Email: CWCAMnoticesBANK2020-BNK27@cwcapital.com


 


with
a copy to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department


 


In
the case of the Directing Certificateholder:


 


LD
II Holdco XI LLC 


1330
Avenue of the Americas, Suite 2500


 






    -476- 


     


    

 


New
York, New York 10019



with a copy to:



Polsinelli

900 West 48th Place, Suite 900 


Kansas
City, Missouri 64112 


Attention:
Kraig Kohring 


Facsimile
number: (816) 753-1536


 


In
the case of the Risk Retention Consultation Party:


 


Bank
of America, National Association

One Bryant Park 


NY-100-11-07

New York, New York 10036

Attention: Leland F. Bunch, III

Facsimile: (646) 855-5044


 


with
a copy to:



W. Todd Stillerman, Esq.

Associate General Counsel & Director

Bank of America Legal Department

150 North College Street, Mail Code: NC1-028-24-02

Charlotte, North Carolina 28255

Facsimile: (404) 736-2127


 


and
with a copy to:


 


Cadwalader,
Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: Henry A. LaBrun, Esq.

Facsimile: (704) 348-5200


 


In
the case of the Trustee:


 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BANK 2020-BNK27


 


with
a copy to:


 


CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140


 






    -477- 


     


    

 


In
the case of the Certificate Administrator:


 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services (CMBS) – BANK 2020-BNK27


 


with
a copy to:


 


cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


In
the case of the Custodian:


 


Wells
Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group BANK 2020-BNK27


 


with
a copy to:


 


cmbscustody@wellsfargo.com


 


in
the case of a surrender, transfer or exchange other than with respect to the RR Interest:


 





Wells
Fargo Bank, National Association 


600
South 4th Street 


7th
Floor, MAC 9300-070 


Minneapolis,
Minnesota 55479 


Attention:
CTS – Certificate Transfer Services – BANK 2020-BNK27


 


In
the case of the release or transfer of the RR Interest:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – BANK 2020-BNK27


 


with
a copy to:


 


riskretentioncustody@wellsfargo.com



 


in
the case of a surrender, transfer or exchange other than with respect to the RR Interest:


 






    -478- 


     


    

 


 


Wells
Fargo Bank, National Association

600 South 4th Street

7th Floor, MAC 9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services – BANK 2020-BNK27


 


In
the case of the Mortgage Loan Sellers:


 


		1.	Bank
                                         of America, National Association

                                         One Bryant Park






NY-100-11-07

New York, New York 10036

Attention: Director of CMBS Securitizations

Email: leland.f.bunch@bofa.com


 


with
copies to:


 


W.
Todd Stillerman

Associate General Counsel & Director

Bank of America Legal Department

150 North College Street, Mail Code: NC1-028-24-02

Charlotte, North Carolina 28255

Email: todd.stillerman@bofa.com


 


and


 


Cadwalader,
Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: Henry A. LaBrun, Esq.

Facsimile: (704) 348-5200


 


		2.	Morgan
                                         Stanley Mortgage Capital Holdings LLC

                                         1585 Broadway

                                         New York, New York 10036

                                         Attention: Jane Lam



 


with
copies to:


 


Morgan
Stanley Mortgage Capital Holdings LLC

1633 Broadway, 29th Floor

New York, New York 10019

Attention: Legal Compliance Division


 


and


 


cmbs_notices@morganstanley.com


 






    -479- 


     


    

 


		3.	Wells
                                         Fargo Bank, National Association

                                         301 South College St.

                                         Charlotte, North Carolina 28288

                                         Attention: BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27



 


with
a copy to:


 


Troy B.
Stoddard, Esq., Senior Counsel 


Wells
Fargo Legal Department 


D1086-341,
550 South Tryon Street 


34th
Floor 


Charlotte,
North Carolina 28202


 


and
a copy to:


 


Jacqueline
M. Gelman

Wells Fargo Bank, National Association

10 South Wacker Drive, 32nd Floor

Chicago IL 60606

Telephone number: (312) 827-1531

Email: jacqueline.m.gelman@wellsfargo.com


 


and
a copy to:


 


cmbsnotices@wellsfargo.com


 


In
the case of the Operating Advisor and the Asset Representations Reviewer:


 


Park
Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2020-BNK27 - Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In
the case of any mezzanine lender or Companion Loan Holder:


 


The
address set forth in the related Intercreditor Agreement.


 


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)           Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or


 



    -480- 


     


    

 


 information specified in Section 3.13(c) to the Rating Agencies at the address
listed below, promptly following the occurrence thereof. The Master Servicer or the Special Servicer, as the case may be, the
Certificate Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested
by the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose
which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies
shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by
the Rating Agencies required hereunder shall be in writing.


 


Any
notices to the Rating Agencies shall be sent to the following addresses:


 


Moody’s
Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Fitch
Ratings, Inc. 


300
West 57th Street 


New
York, NY 10019 


Attention:
Commercial Mortgage Surveillance Group


 


Kroll
Bond Rating Agency, LLC

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 


Section 13.06     
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07     
Grant of a Security Interest. The Depositor intends that the conveyance of the Conveyed Property shall constitute a sale
and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor
intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement.
The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee
(in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in, to and under
the Conveyed Property and all proceeds thereof, in each case, whether now owned or existing or hereafter


 



    -481- 


     


    

 


 acquired or arising,
and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause to
be filed, as a precautionary filing, a UCC Financing Statement in all appropriate locations in the State of Delaware promptly
following the initial issuance of the Certificates, and the Certificate Administrator shall, at the expense of the Depositor (to
the extent reasonable), prepare and file continuation statements with respect thereto, in each case in the six-month period prior
to every fifth anniversary of the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner
with the Certificate Administrator in the preparation and filing of such continuation statement. This Section 13.07
shall constitute notice to the Certificate Administrator and the Trustee pursuant to any of the requirements of the applicable
UCC.


 


Section 13.08     
Successors and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the
benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its respective
agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization, each Other Exchange Act Reporting
Party (with respect to its rights under Article XI of this Agreement) and each Initial Purchaser is an intended third-party
beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other person, including, without limitation,
any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement. If one, but not all,
of the Mortgage Notes evidencing any Joint Mortgage Loan is repurchased, the applicable Repurchasing Mortgage Loan Seller shall
be a third-party beneficiary of this Agreement to the same extent as if it were a holder of a Serviced Pari Passu Companion Loan,
as contemplated by Section 3.30 hereof.


 


(b)          Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any
provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)         
 Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Depositor, Non-Serviced Certificate Administrator and any Non-Serviced Trust holding a related Non-Serviced Companion
Loan, shall be a third-party beneficiary to this Agreement in respect to its rights as specifically provided for herein and under
the applicable Non-Serviced Intercreditor Agreement.


 


(d)          Subject to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder
shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


 


Section 13.09     
Article and Section Headings. The article and section headings herein are for convenience of reference only, and shall
not limit or otherwise affect the meaning hereof.


 






    -482- 


     


    

 


Section 13.10     
Notices to the Rating Agencies. (a) The Certificate Administrator shall use reasonable efforts promptly to provide
notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
(and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to
any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)          
any material change or amendment to this Agreement;


 


(ii)          
the occurrence of a Servicer Termination Event that has not been cured;


 


(iii)         
the resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the
Special Servicer; and


 


(iv)         
the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related
Mortgage Loan Purchase Agreement.


 


(b)          The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following
of which it has actual knowledge:


 


(i)           
the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)         
any change in the location of the Collection Account;


 


(iii)         
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)         
any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)         
any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any
Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5%
of the then-aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)        
any material damage to any Mortgaged Property;


 


(vii)        any assumption with respect to a Mortgage Loan; and


 


(viii)       any release or substitution of any Mortgaged Property.


 


(c)         
The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any
change in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 






    -483- 


     


    

 


(d)            
The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent
applicable to any Serviced Whole Loan) with respect to each Serviced Mortgage Loan such information as any Rating Agency shall
reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer, can reasonably
provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information or
violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such information.
Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide duplicative
notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with the delivery by the
Master Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report, notice or document for posting
to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer or the Special
Servicer when such information, report, notice or document has been posted. The Master Servicer or the Special Servicer, as the
case may be, may, but shall not be obligated to, send such information, report, notice or document to the applicable Rating Agency
so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider or (ii)
is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information Provider.


 


[End
of Article XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 






    -484- 


     


    

 




IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case
as of the day and year first above written.


 


	 	BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.,
 Depositor
	 	 	 
		By:	/s/ Leland F. Bunch
	 	 	Name: Leland F. Bunch, III
	 	 	Title: Chief Executive Officer & President



 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 Master Servicer
	 	 	 
		By:	/s/ Amanda Perkins
	 	Name: Amanda Perkins
	 	Title: Vice President



 


	 	CWCapital Asset Management LLC,
 Special Servicer
	 	 	 
		By:	/s/ Brian Hanson
	 	 	Name: Brian Hanson
	 	 	Title: Managing Director



 


	 	WELLS Fargo bank, national association,
 not
               in its individual capacity, but solely as Certificate Administrator
	 	 	 
		By:	/s/ Amy Mofsenson
	 	 	Name: Amy Mofsenson
	 	 	Title: Vice President



 





BANK 2020-BNK27 – Pooling and Servicing
Agreement


 






     


     


    

 





	 	Wilmington Trust, national association,
 not in its individual capacity, but solely as Trustee
	 	 	 
		By: 	/s/ Dorri Costello
	 	 	Name:  Dorri Costello
	 	 	Title: Vice President


 





	 	PARK BRIDGE LENDER SERVICES LLC,
 as Operating Advisor
	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	 
	 	 	Its Sole Member



 





	 	 	By:	Park Bridge Financial LLC
	 	 	 	 
	 	 	 	Its Sole Member
	 	 	 	 
	 	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	 	Name: Robert J. Spinna, Jr.
	 	 	 	Title: Managing Member






 





	 	PARK BRIDGE LENDER SERVICES
LLC,

as Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	 
	 	 	Its Sole Member


 





	 	 	By:	Park Bridge Financial LLC
	 	 	 	 
	 	 	 	Its Sole Member
	 	 	 	 
	 	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	 	Name: Robert J. Spinna, Jr.
	 	 	 	Title: Managing Member


 


BANK 2020-BNK27 – Pooling and Servicing
Agreement


 






     


     


    

 



EXHIBIT
A-1


 


[FORM
OF] CLASS [__] CERTIFICATE


 


BANK
2020-BNK27


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2020-BNK27, CLASS [__]


 


[FOR
CLASSES D, X-D E, F, G AND H OFFERED PURSUANT TO REGULATION S:]1 [THIS CERTIFICATE
IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[FOR
BOOK-ENTRY CERTIFICATES:]2 [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS


 





 



 


1
                                                Temporary Regulation S Book-Entry Certificate
                                         legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 







    A-1-1 


     


    

 


 


SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


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


 


[FOR
CLASSES A-1, A-SB, A-4, A-4-1, A-4-2, A-5, A-5-1, A-5-2, A-S, A-S-1, A-S-2, B, C, D, E, F, G AND H:] [PRINCIPAL PAYMENTS IN RESPECT
OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.]


 


[FOR
CLASS X CERTIFICATES AND CLASSES A-4-X1, A-4-X2, A-5-X1, A-5-X2, A-S-X1 AND A-S-X2:] [THIS CERTIFICATE HAS NO PRINCIPAL BALANCE
AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL. THE NOTIONAL AMOUNT OF THE CLASS OF CERTIFICATES TO WHICH THIS CERTIFICATE
BELONGS WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASSES OF PRINCIPAL BALANCE
CERTIFICATES THAT COMPRISE ITS NOTIONAL AMOUNT. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN
THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THIS CLASS OF CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS.


 


 






    A-1-2 


     


    

 


 


ACCORDINGLY,
THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 


[FOR
CLASSES D, X-D, E, F, G AND H:] [THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING
THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A
QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN
ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO INSTITUTIONS THAT ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION
D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[FOR
CLASSES F, G AND H:] [THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS
OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR
REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE,
UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH
RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH
RESPECT TO THE ACQUISITION, HOLDING


 






    A-1-3 


     


    

 


OR
DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL
NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


[FOR
EXCHANGEABLE CERTIFICATES (CLASSES A-4, A-4-1, A-4-2, A-4-X1, A-4-X2, A-5, A-5-1, A-5-2, A-5-X1, A-5-X2, A-S, A-S-1, A-S-2, A-S-X1
AND A-S-X2): SUBJECT TO THE CONDITIONS AND PROCEDURES SET FORTH IN THE POOLING AND SERVICING
AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR OTHER Exchangeable CERTIFICATES IN THE AMOUNTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT.]


 


[FOR
REGULAR CERTIFICATES OTHER THAN THE RR INTEREST (CLASSES A-1, A-SB, B, C, D, E, F, G, H, X-A, X-B AND X-D): THIS CERTIFICATE REPRESENTS
A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.]


 


[FOR
EXCHANGEABLE CERTIFICATES (CLASSES A-4, A-4-1, A-4-2, A-4-X1, A-4-X2, A-5, A-5-1, A-5-2, A-5-X1, A-5-X2, A-S, A-S-1, A-S-2, A-S-X1
AND A-S-X2): THIS CERTIFICATE REPRESENTS AN UNDIVIDED BENEFICIAL INTEREST IN A PORTION OF THE RELATED EXCHANGEABLE CLASS SPECIFIC
GRANTOR TRUST ASSETS.]


 


[FOR
SUBORDINATE CERTIFICATES (CLASSES A-S, A-S-1, A-S-2, A-S-X1, A-S-X2, B, C, D, X-D, E, F, G AND H): THIS CERTIFICATE IS SUBORDINATE
TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.]


 




    A-1-4 


     


    


 





	PASS-THROUGH
        RATE: [FOR CLASS [A-1/A-SB/A-4/A-4-1/A-4-2/A-4-X1/A-4-X2/A-5/A-5-1/A-5-2/A-5-X1/A-5-X2/A-S-1/A-S-2/A-S-X1/A-S-X2/D]: [____]%
        per annum] [FOR CLASS X-A/X-B/X-D: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT][FOR CLASS B:
        THE LESSER OF [_]% PER ANNUM AND THE WEIGHTED AVERAGE NET MORTGAGE RATE] [FOR CLASS C/E/F/G/H: THE WEIGHTED AVERAGE NET
        MORTGAGE RATE]

         

        INITIAL
        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2020

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 26, 2020

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2020

         

        APPROXIMATE
        AGGREGATE

        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES

        AS OF THE CLOSING DATE: $[_________]

         
	 	MASTER
        SERVICER:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        

        CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE:

        

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER:

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        COMMON
        CODE NO.: [            ]

         

        CERTIFICATE
        NO.: [_]-[_]

         




 




    A-1-5 


     


    

 


CLASS [__]
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Retained
Certificate Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


BANC
OF AMERICA MERRILL LYNCH

COMMERCIAL MORTGAGE INC.


 


THIS
CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of
the interest evidenced by this Certificate in the Class [__] Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between Banc of
America Merrill Lynch Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof [FOR EXCHANGEABLE CERTIFICATES (CLASSES A-4, A-4-1, A-4-2, A-4-X1, A-4-X2, A-5, A-5-1, A-5-2, A-5-X1, A-5-X2,
A-S, A-S-1, A-S-2, A-S-X1 AND A-S-X2: (subject to adjustments reflected on the schedule of exchanges attached hereto)], by the
aggregate initial Certificate Balance or Notional Amount, as applicable, of the Class [__] Certificates [FOR EXCHANGEABLE
CERTIFICATES (CLASSES A-4, A-4-1, A-4-2, A-4-X1, A-4-X2, A-5, A-5-1, A-5-2, A-5-X1, A-5-X2, A-S, A-S-1, A-S-2, A-S-X1 AND A-S-X2:
(as increased or decreased, as the case may be, to reflect any exchanges of Exchangeable Certificates)]. The Certificates are
designated as the BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which


 






    A-1-6 


     


    

 


Pooling
and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by
which the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified
in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.


 


[FOR
REGULAR CERTIFICATES OTHER THAN THE RR INTEREST (CLASSES A-1, A-SB, B, C, D, E, F, G, H, X-A, X-B AND X-D): This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”).] [FOR EXCHANGEABLE
CERTIFICATES (CLASSES A-4, A-4-1, A-4-2, A-4-X1, A-4-X2, A-5, A-5-1, A-5-2, A-5-X1, A-5-X2, A-S, A-S-1, A-S-2, A-S-X1 AND A-S-X2):
This certificate represents an undivided beneficial interest in a portion of the related Exchangeable Class Specific Grantor Trust
Assets]. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment
of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and
franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and/or interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate specified above on the Certificate Balance
or Notional Amount, as applicable, of this Certificate immediately prior to each Distribution Date. Principal and/or interest
allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata
share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution
to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class
of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the


 



    A-1-7 


     


    

 


Master
Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments
to the extent provided in the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses or Retained
Certificate Realized Losses, as applicable, previously allocated to this Certificate) shall be made in like manner, but only upon
presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six (6) months after
the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
(1) year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate


 



    A-1-8 


     


    

 


Registrar
duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in minimum denominations of [FOR
REGISTERED PRINCIPAL BALANCE CERTIFICATES AND EXCHANGEABLE CERTIFICATES (CLASSES A-1, A-SB, A-4, A-4-1, A-4-2, A-4-X1, A-4-X2,
A-5, A-5-1, A-5-2, A-5-X1, A-5-X2, A-S, A-S-1, A-S-2, A-S-X1, A-S-X2, B AND C): $10,000][FOR NON-REGISTERED PRINCIPAL BALANCE
CERTIFICATES: CLASSES D, E, F, G AND H: $100,000][FOR CLASS X CERTIFICATES: $1,000,000], and in integral multiples of $1 in excess
thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate
Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 [FOR EXCHANGEABLE CERTIFICATES
(CLASSES A-4, A-4-1, A-4-2, A-4-X1, A-4-X2, A-5, A-5-1, A-5-2, A-5-X1, A-5-X2, A-S, A-S-1, A-S-2, A-S-X1 AND A-S-X2: and Section
5.11] of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the Transferor
shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the
documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section
5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less
than a majority of the aggregate Percentage Interests constituting the Class. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders
of any of the Certificates.


 


The
Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates,
in that order of priority, may, at their


 



    A-1-9 


     


    

 


option,
elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related
Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of
the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate
Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated
date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master
Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans.


 


Following
the date on which the Class A-1, Class A-SB, Class B, Class C, Class D and Class E Certificates and the Class
A-4, Class A-5 and Class A-S Exchangeable Upper-Tier Regular Interests are no longer outstanding (and provided
that there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
V Certificates, Class R Certificates and RR Interest)), the Sole Certificateholder shall have the right, with the consent of the
Master Servicer, to exchange all of its Certificates (other than the Class V Certificates, Class R Certificates and RR Interest)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-1-10 


     


    

  


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	June
                                         ___, 2020



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS [___]  CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-1-11 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________
	TEN ENT	-	as tenants by the entireties	     Custodian
	JT TEN	-	as joint tenants with rights of	     (Cust)
	 	 	survivorship and not as tenants in	Under Uniform Gifts to Minors
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-1-12 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 






    A-1-13 


     


    







[TO
BE ATTACHED TO GLOBAL CERTIFICATES]


 


SCHEDULE
OF EXCHANGES OF GLOBAL CERTIFICATES


 


The
following exchanges of a part of this Global Certificate have been made:


 




    A-1-14 


     


    

EXHIBIT
A-2


 


[FORM
OF] CLASS R CERTIFICATE


 


BANK
2020-BNK27


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2020-BNK27, CLASS R


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C
TO THE POOLING AND SERVICING AGREEMENT.


 


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


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE


 






    A-2-1 


     


    

 


FIDUCIARY
RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED
IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR
TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR
REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT,
AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT,
AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN
AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C)
IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D)
IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR
ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS
NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO
RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS” AS DEFINED
IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME
TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR


 






    A-2-2 


     


    

 


MAY
BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER
AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 




    A-2-3 


     


    


 


	PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2020

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 26, 2020

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2020

         
	 	MASTER
        SERVICER:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        

        CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE:

        

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER:

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [            ]

         

        ISIN
        NO.: [            ]

         

        CERTIFICATE
        NO.: R-[_]

         

	 	 	 



 




    A-2-4 


     


    

 


CLASS
R CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Retained
Certificate Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


BANC
OF AMERICA MERRILL LYNCH

COMMERCIAL MORTGAGE INC.


 


THIS
CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class R Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and
Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest in the Class of Certificates specified
on the face hereof. The Certificates are designated as the BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series
2020-BNK27 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Class R Certificate represents a “residual interest” in two “real estate mortgage investment conduits”,
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the
“Code”). Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent
with the treatment of, this


 






    A-2-5 


     


    

 


Certificate in accordance with the preceding sentence for purposes of federal income taxes, state
and local income and franchise taxes and other taxes imposed on or measured by income. The Certificate Administrator shall be
designated as the “partnership representative” within the meaning of Section 6223 of the Code of each Trust REMIC.
By their acceptance thereof, the Holders of the Class R Certificates hereby agree to the designation of the Certificate Administrator
as “partnership representative” for the Trust REMICs.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by
this Certificate) and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution
Date to the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments to the extent provided in the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be
made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses or Retained
Certificate Realized Losses, as applicable, previously allocated to this Certificate) shall be made in like manner, but only upon
presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts


 






    A-2-6 


     


    

 


of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six (6) months after
the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
(1) year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Each
Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition
of such Ownership Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar
person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or
Person, an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee
to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit
in substantially the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”)
of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become
due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a
foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee
or any other U.S. Tax Person, (5) the


 






    A-2-7 


     


    

 


proposed transferee will not transfer the Residual Ownership Interest to any Person that
does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a
Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted
Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of Section 5.03(o)
of the Pooling and Servicing Agreement and (y) other than in connection with the initial issuance of a Class R Certificate, require
a statement from the proposed transferor substantially in the form attached as Exhibit D-2 (the “Transferor Letter”),
that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual
knowledge or reason to know that the proposed transferee’s statements in its Transferee Affidavit are false.


 


The
Class R Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less
than a majority of the aggregate Percentage Interests constituting the Class. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders
of any of the Certificates.


 


The
Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property


 






    A-2-8 


     


    

 


remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of
the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans
held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following
the date on which the Class A-1, Class A-SB, Class B, Class C, Class D and Class E Certificates and the Class
A-4, Class A-5 and Class A-S Exchangeable Upper-Tier Regular Interests are no longer outstanding (and provided that
there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
V Certificates, Class R Certificates and RR Interest)), the Sole Certificateholder shall have the right, with the consent of the
Master Servicer, to exchange all of its Certificates (other than the Class V Certificates, Class R Certificates and RR Interest)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-2-9 


     


    

 


 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	June
                                         ___, 2020



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-2-10 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________
	TEN ENT	-	as tenants by the entireties	     Custodian
	JT TEN	-	as joint tenants with rights of	     (Cust)
	 	 	survivorship and not as tenants in	Under Uniform Gifts to Minors
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-2-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:





Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.





 



    A-2-12 


     


    




 


EXHIBIT
A-3


 


[FORM
OF] CLASS V CERTIFICATE


 


BANK
2020-BNK27


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2020-BNK27, CLASS V


 


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


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY
OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY,
“INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE


 






    A-3-1 


     


    

 


FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN
OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING
THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS AN UNDIVIDED beneficial INTEREST IN A PORTION OF THE EXCESS INTEREST
GRANTOR TRUST ASSETS.


 


EACH
PURCHASER OF THIS CERTIFICATE SHALL BE REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT
C TO THE POOLING AND SERVICING AGREEMENT.


 




    A-3-2 


     


    


 


	PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2020

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 26, 2020

         

        FIRST
        DISTRIBUTION DATE: 

        JULY 17, 2020

         
	 	MASTER
        SERVICER: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        CWCAPITAL ASSET MANAGEMENT LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [             ]

         

        ISIN
        NO.: [             ]

         

        CERTIFICATE
        NO.: V-[_]

        

	 	 	 




    A-3-3 


     


    

 


CLASS
V CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Retained
Certificate Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


BANC
OF AMERICA MERRILL LYNCH

COMMERCIAL MORTGAGE INC.


 


THIS
CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class V Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and
Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest in the Class of Certificates specified
on the face hereof. The Certificates are designated as the BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series
2020-BNK27 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will
evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents an undivided beneficial interest in a portion of the Excess Interest Grantor Trust Assets. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with


 



    A-3-4 


     


    

 


 the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class
of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all
as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the
Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments to the extent provided in the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be
made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses or Retained
Certificate Realized Losses, as applicable, previously allocated to this Certificate) shall be made in like manner, but only upon
presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six (6) months after
the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to


 






    A-3-5 


     


    

 


surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
(1) year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender
of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs
and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


The
Class V Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less
than a majority of the aggregate Percentage Interests constituting the Class. Any such consent by the Holder of this Certificate
shall be conclusive and


 






    A-3-6 


     


    

 


binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate.
The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders
of any of the Certificates.


 


The
Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of
the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans
held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 


Following
the date on which the Class A-1, Class A-SB, Class B, Class C, Class D and Class E Certificates and the Class
A-4, Class A-5 and Class A-S Exchangeable Upper-Tier Regular Interests are no longer outstanding (and provided that
there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
V Certificates, Class R Certificates and RR Interest)), the Sole Certificateholder shall have the right, with the consent of the
Master Servicer, to exchange all of its Certificates (other than the Class V Certificates, Class R Certificates and RR Interest)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 






    A-3-7 


     


    

 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-3-8 


     


    

 





IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	June
                                         ___, 2020



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-3-9 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________
	TEN ENT	-	as tenants by the entireties	     Custodian
	JT TEN	-	as joint tenants with rights of	     (Cust)
	 	 	survivorship and not as tenants in	Under Uniform Gifts to Minors
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-3-10 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 






    A-3-11 


     


    
















 


EXHIBIT
A-4


 


[FORM
OF] RR Interest


 


BANK
2020-BNK27


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2020-BNK27, RR INTEREST


 


[FOR
BOOK-ENTRY CERTIFICATES ONLY AFTER THE RR INTEREST TRANSFER RESTRICTION PERIOD:]3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


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


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF


 





 



 


3
       Legend required
as long as DTC is the Depository under the Pooling and Servicing Agreement.


 






    A-4-1 


     


    

 


THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF RETAINED CERTIFICATE REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL
BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY
REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE RETAINED CERTIFICATE PRINCIPAL
DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING
THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1),
(2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY
OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY,
“INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT.


 






    A-4-2 


     


    

 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT
IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION
3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL
ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION
OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE
OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS (I) A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND (II) AN
UNDIVIDED BENEFICIAL INTEREST IN A PORTION OF THE EXCESS INTEREST GRANTOR TRUST ASSETS.


 




    A-4-3 


     


    


 


	PASS-THROUGH
        RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        INITIAL
        CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, 2020

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: JUNE 26, 2020

         

        FIRST
        DISTRIBUTION DATE:

        JULY 17, 2020

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE OF THE RR INTEREST

        AS OF THE CLOSING DATE: $[_________]

         
	 	MASTER
        SERVICER:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:

        

        CWCAPITAL
        ASSET MANAGEMENT LLC

         

        TRUSTEE:

         

        WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER:

        

        PARK
        BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [______]

         

        CERTIFICATE
        NO.: RR-[_]

         





    A-4-4 


     


    

RR
INTEREST


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Retained Certificate Gain-on-Sale Reserve
Account, the Retained Certificate Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts,
formed and sold by


 


BANC
OF AMERICA MERRILL LYNCH

COMMERCIAL MORTGAGE INC.


 


THIS
CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES ONLY AFTER THE RR INTEREST TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE
CERTIFICATES: [MORGAN STANLEY BANK, N.A.][BANK OF AMERICA, NATIONAL ASSOCIATION][WELLS FARGO BANK, NATIONAL ASSOCIATION]] is the
registered owner of the interest evidenced by this Certificate in the RR Interest issued by the Trust created pursuant to the
Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between
Banc of America Merrill Lynch Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes
any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the RR Interest. The Certificates are designated as the BANK
2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust Fund.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any


 






    A-4-5 


     


    

 


conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents (i) a “regular interest” in a “real estate mortgage investment conduit”, as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the
“Code”) and (ii) an undivided beneficial interest in a portion of the Excess Interest Grantor Trust
Assets. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the
treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by income


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
(including Excess Interest) then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums
distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment
is legal tender for the payment of public and private debts.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Retained Certificate Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Retained
Certificate Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution
Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Retained Certificate Realized Losses
allocated to the RR Interest will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans and Excess Interest actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held
on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the
Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts)
will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments
to the extent provided in the Pooling and Servicing Agreement. Interest or other investment income earned on funds in the Collection
Account will be paid to the


 



    A-4-6 


     


    

 


 Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions
to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the
Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses or Retained
Certificate Realized Losses, as applicable, previously allocated to this Certificate) shall be made in like manner, but only upon
presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in
the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the
failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held uninvested in trust
and credited to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six (6) months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final
distribution with respect thereto. If within one (1) year after the second notice all such Certificates shall not have been
surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact
the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate,
subject to applicable law with respect to escheatment of funds. The costs and expenses of holding such funds in trust and of
contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective
Transferee in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate
from the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


The
RR Interest will be issued in fully registered, certificated form in minimum denominations of $1, and in integral multiples of
$0.01 in excess thereof, with one Certificate of


 






    A-4-7 


     


    

 


each such Class evidencing an additional amount equal to the remainder of the
initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none
of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, or any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the
modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by
the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing in
the aggregate not less than a majority of the aggregate Percentage Interests constituting the Class. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.


 


The
Holder of the majority of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates,
in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through
exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by
giving written notice to the Trustee, the Certificate Administrator and the other parties to the Pooling and Servicing Agreement
no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of
the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase
all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the
first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans
held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans.


 






    A-4-8 


     


    

 


Following
the date on which the Class A-1, Class A-SB, Class B, Class C, Class D and Class E Certificates and the Class
A-4, Class A-5 and Class A-S Exchangeable Upper-Tier Regular Interests are no longer outstanding (and provided that
there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Certificates (other than the Class
V Certificates, Class R Certificates and RR Interest)), the Sole Certificateholder shall have the right, with the consent of the
Master Servicer, to exchange all of its Certificates (other than the Class V Certificates, Class R Certificates and RR Interest)
together with the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property
remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 










THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-4-9 


     


    

 


 





IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,  not in its individual capacity but solely as Certificate Registrar under the Pooling
    and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	June
                                         ___, 2020



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS A PART OF THE RR INTEREST REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-4-10 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF GIFT MIN ACT __________
	TEN ENT	-	as tenants by the entireties	     Custodian
	JT TEN	-	as joint tenants with rights of	     (Cust)
	 	 	survivorship and not as tenants in	Under Uniform Gifts to Minors
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-4-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 






    A-4-12 


     


    
















 





[TO BE ATTACHED TO GLOBAL CERTIFICATES ONLY AFTER THE RR INTEREST TRANSFER RESTRICTION PERIOD]


SCHEDULE OF EXCHANGES OF
GLOBAL CERTIFICATES


The following exchanges of a part of this Global Certificate have been made:







    A-4-13 


     


    

 





EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 






     


     


    

 



	BANK 2020-BNK27	 	 
	 	 	 	 	 	 	 	 	 
	Loan

 ID	Mortgage

Loan Seller	Property Name 	Original

Balance	Cut-off Date

Balance	Address 	City 	State 	Note Date
	1	MSMCH	Bellagio Hotel and Casino	$61,000,000	$61,000,000	3600 South Las Vegas Boulevard	Las Vegas 	NV	11/15/19
	2	WFB	55 Hudson Yards	$54,000,000	$54,000,000	550 West 34th Street	New York	NY	11/21/19
	3	WFB	525 Market	$50,000,000	$50,000,000	525 Market Street	San Francisco	CA	01/29/20
	4	MSMCH	200 West 57th Street	$45,000,000	$45,000,000	200 West 57th Street	New York	NY	12/30/19
	5	MSMCH	Ralph Lauren HQ New Jersey	$44,000,000	$44,000,000	100 Metro Boulevard	Nutley	NJ	02/07/20
	6	BANA	711 Fifth Avenue	$43,000,000	$43,000,000	711 Fifth Avenue	New York	NY	03/06/20
	7	WFB	1633 Broadway	$40,000,000	$40,000,000	1633 Broadway	New York	NY	11/25/19
	8	BANA	560 Mission Street	$30,000,000	$30,000,000	560 Mission Street	San Francisco	CA	12/05/19
	9	BANA	3300 West Sahara 	$23,175,000	$23,175,000	3300 West Sahara Avenue	Las Vegas	NV	03/13/20
	10	WFB	Laidley Tower	$17,000,000	$17,000,000	500 Lee Street East & 517 Washington Street East	Charleston	WV	11/22/19
	11	WFB	Rosewood Self Storage Portfolio	$16,939,000	$16,939,000	 	 	 	02/26/20
	11.01	WFB	Northwest Highway Overview	$6,024,283	$6,024,283	3335 Northwest Highway	Dallas	TX	 
	11.02	WFB	Forest Lane Overview	$5,519,374	$5,519,374	3334 Forest Lane	Dallas	TX	 
	11.03	WFB	Walnut Hill	$3,364,429	$3,364,429	10664 Walnut Hill Lane	Dallas	TX	 
	11.04	WFB	Cooper Overview	$2,030,915	$2,030,915	3057 South Cooper Street	Arlington	TX	 
	12	BANA	StorQuest Self Storage - Indio	$13,125,000	$13,125,000	83614 Dr Carreon Boulevard & 83655 Date Avenue	Indio	CA	02/28/20
	13	BANA	Central Self Storage Portfolio Idaho	$13,000,000	$13,000,000	 	 	 	03/12/20
	13.01	BANA	Central Self Storage Idaho - Meridian	$4,062,500	$4,062,500	925 West Overland Road	Meridian	ID	 
	13.02	BANA	Central Self Storage Idaho - Star	$3,348,128	$3,348,128	9870 West State Street	Star	ID	 
	13.03	BANA	Central Self Storage Idaho - Boise	$3,195,048	$3,195,048	8303 West Vincent Street	Boise	ID	 
	13.04	BANA	Central Self Storage Idaho - Caldwell	$2,394,324	$2,394,324	809 South KCID Road	Caldwell	ID	 
	14	BANA	GoodFriend Self Storage - East Hampton	$12,650,000	$12,650,000	17 GoodFriend Drive	East Hampton	NY	03/13/20
	15	MSMCH	Lowe's - Fairlawn, OH	$12,487,500	$12,487,500	186 North Cleveland Massillon Road	Akron	OH	01/31/20
	16	WFB	Agoura Meadows Shopping Center	$11,000,000	$11,000,000	5601, 5639, 5667, 5675 and 5691 Kanan Road	Agoura Hills	CA	02/14/20
	17	BANA	StorQuest Self Storage - La Quinta	$9,125,000	$9,125,000	47350 Dune Palms Road	La Quinta	CA	02/27/20
	18	BANA	Central Self Storage - Broadway	$8,500,000	$8,500,000	2033 Broadway Street	Vallejo	CA	03/02/20
	19	MSMCH	River Oaks Shopping Center	$8,418,000	$8,418,000	2209-2235 West Dekalb Street	Camden	SC	02/11/20
	20	WFB	The Playa Merced Shopping Center	$8,364,000	$8,364,000	1930 and 1950 Yosemite Parkway	Merced	CA	02/14/20
	21	BANA	Four Corners Self Storage	$8,200,000	$8,200,000	24215 SE 271st Place	Maple Valley	WA	03/05/20
	22	WFB	Gillmor - Reno	$8,000,000	$8,000,000	5441 Kietzke Lane	Reno	NV	03/05/20
	23	BANA	Central Self Storage - Antioch	$8,000,000	$8,000,000	2199 Mokelumne Drive	Antioch	CA	03/03/20
	24	BANA	First Choice Self Storage - Grapevine	$8,000,000	$8,000,000	2713 Ira E Woods Avenue	Grapevine	TX	01/29/20
	25	MSMCH	Aspen Self Storage Portfolio	$7,999,000	$7,999,000	 	 	 	02/27/20
	25.01	MSMCH	1900-1912 West New Orleans Street	$4,084,000	$4,084,000	1900-1912 West New Orleans Street	Broken Arrow	OK	 
	25.02	MSMCH	12919-12989 East 31st Street	$2,565,000	$2,565,000	12919-12989 East 31st Street	Tulsa	OK	 
	25.03	MSMCH	1301 South York Street	$1,350,000	$1,350,000	1301 South York Street	Muskogee	OK	 
	26	MSMCH	Preserve at Quail Pass Phase III	$7,600,000	$7,600,000	60-66 Snowberry Drive, 61-67 Snowberry Drive, 68-78 Snowberry Drive, 71-81 Snowberry Drive, 82-90 Snowberry Drive, 83-93 Snowberry Drive, 96-102 Snowberry Drive, 98-106 Bur Reed Road, 99-107 Bur Reed Road, 108-118 Bur Reed Road, 109-115 Bur Reed Road, 117-127 Bur Reed Road	Delaware	OH	03/11/20
	27	BANA	Central Self Storage - Concord	$7,500,000	$7,500,000	5733 Pacheco Boulevard	Pacheco	CA	02/26/20
	28	BANA	Stor-All Portfolio KS	$6,131,250	$6,131,250	 	 	 	01/27/20
	28.01	BANA	Stor-All Pawnee	$3,022,749	$3,022,749	4545 East Pawnee Street	Wichita	KS	 
	28.02	BANA	Stor-All Amidon	$2,572,552	$2,572,552	2359 North Amidon Street	Wichita	KS	 
	28.03	BANA	Stor-All Hydraulic	$535,948	$535,948	122 South Hydraulic Street	Wichita	KS	 
	29	BANA	Cabela's Outpost Saginaw	$6,000,000	$5,982,622	5202 Bay Road	Saginaw	MI	03/11/20
	30	WFB	Airpark Drive	$5,800,000	$5,800,000	2815 Airpark Drive	Santa Maria	CA	01/30/20
	31	WFB	Frisco Lakes III Shopping Center	$5,650,000	$5,650,000	252 West Stonebrook Parkway	Frisco	TX	02/05/20
	32	WFB	EL Monte Plaza	$5,175,000	$5,175,000	4802 Peck Road	EL Monte	CA	02/14/20
	33	MSMCH	Aldi - Bellflower	$4,750,000	$4,736,296	16121 and 16123 Bellflower Boulevard	Bellflower	CA	03/02/20
	34	BANA	Skyway Self Storage	$4,100,000	$4,100,000	11840 Renton Avenue South	Seattle	WA	03/05/20
	35	WFB	Statham Oaks Self Storage	$2,600,000	$2,600,000	370 Sunset Drive	Statham	GA	03/04/20
	36	BANA	Central Self Storage - Dunlap	$1,600,000	$1,600,000	9025 & 9029 North 43rd Avenue & 4210 West Dunlap Road	Phoenix	AZ	02/26/20




 






     


     


    

 





	BANK 2020-BNK27	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Loan
    ID	Mortgage

    Loan Seller	Property
    Name 	Maturity

     Date or ARD	Mortgage

    Rate 	Original
    Term

    to Maturity or ARD (mos.) 	Remaining
    Term

    to Maturity or ARD (mos.)	Original
    

    Amortization 

    Term (mos.) 	ARD
    Loan

    (Yes/No) 	Primary
    Servicing

    Fee Rate	Non-Serviced

    Primary Servicing

    Fee Rate
	1	MSMCH	Bellagio
    Hotel and Casino	12/5/2029	3.1702%	120	114	0	No	0.00000%	0.00125%
	2	WFB	55
    Hudson Yards	12/6/2029	2.9500%	120	114	0	No	0.00000%	0.00125%
	3	WFB	525
    Market	2/6/2030	2.9495%	120	116	0	No	0.00000%	0.00125%
	4	MSMCH	200
    West 57th Street	1/1/2030	3.5200%	120	115	0	No	0.00000%	0.00250%
	5	MSMCH	Ralph
    Lauren HQ New Jersey	3/1/2030	3.1300%	120	117	0	No	0.00250%	0.00000%
	6	BANA	711
    Fifth Avenue	3/6/2030	3.1600%	120	117	0	No	0.00000%	0.00250%
	7	WFB	1633
    Broadway	12/6/2029	2.9900%	120	114	0	No	0.00000%	0.00125%
	8	BANA	560
    Mission Street	12/6/2029	2.5890%	120	114	0	No	0.00000%	0.00125%
	9	BANA	3300
    West Sahara 	4/1/2030	3.6000%	120	118	0	No	0.00250%	0.00000%
	10	WFB	Laidley
    Tower	12/11/2029	3.4860%	120	114	0	No	0.00250%	0.00000%
	11	WFB	Rosewood
    Self Storage Portfolio	3/11/2030	3.1000%	120	117	0	No	0.00250%	0.00000%
	11.01	WFB	Northwest
    Highway Overview	 	 	 	 	 	 	 	 
	11.02	WFB	Forest
    Lane Overview	 	 	 	 	 	 	 	 
	11.03	WFB	Walnut
    Hill	 	 	 	 	 	 	 	 
	11.04	WFB	Cooper
    Overview	 	 	 	 	 	 	 	 
	12	BANA	StorQuest
    Self Storage - Indio	3/1/2030	3.2500%	120	117	0	No	0.00250%	0.00000%
	13	BANA	Central
    Self Storage Portfolio Idaho	4/1/2030	3.4200%	120	118	0	No	0.03250%	0.00000%
	13.01	BANA	Central
    Self Storage Idaho - Meridian	 	 	 	 	 	 	 	 
	13.02	BANA	Central
    Self Storage Idaho - Star	 	 	 	 	 	 	 	 
	13.03	BANA	Central
    Self Storage Idaho - Boise	 	 	 	 	 	 	 	 
	13.04	BANA	Central
    Self Storage Idaho - Caldwell	 	 	 	 	 	 	 	 
	14	BANA	GoodFriend
    Self Storage - East Hampton	4/1/2030	3.5000%	120	118	0	No	0.00250%	0.00000%
	15	MSMCH	Lowe's
    - Fairlawn, OH	2/1/2030	3.9800%	120	116	0	No	0.00250%	0.00000%
	16	WFB	Agoura
    Meadows Shopping Center	3/11/2030	3.1600%	120	117	0	No	0.00250%	0.00000%
	17	BANA	StorQuest
    Self Storage - La Quinta	3/1/2030	3.2500%	120	117	0	No	0.00250%	0.00000%
	18	BANA	Central
    Self Storage - Broadway	4/1/2030	3.1700%	120	118	0	No	0.03250%	0.00000%
	19	MSMCH	River
    Oaks Shopping Center	3/1/2030	4.0200%	120	117	360	No	0.06000%	0.00000%
	20	WFB	The
    Playa Merced Shopping Center	3/11/2030	3.6000%	120	117	360	No	0.00250%	0.00000%
	21	BANA	Four
    Corners Self Storage	4/1/2030	3.6600%	120	118	0	No	0.03250%	0.00000%
	22	WFB	Gillmor
    - Reno	3/11/2030	3.1000%	120	117	0	No	0.00250%	0.00000%
	23	BANA	Central
    Self Storage - Antioch	4/1/2030	3.2000%	120	118	0	No	0.03250%	0.00000%
	24	BANA	First
    Choice Self Storage - Grapevine	2/1/2030	3.5560%	120	116	360	No	0.00250%	0.00000%
	25	MSMCH	Aspen
    Self Storage Portfolio	3/1/2030	3.8100%	120	117	0	No	0.00250%	0.00000%
	25.01	MSMCH	1900-1912
    West New Orleans Street	 	 	 	 	 	 	 	 
	25.02	MSMCH	12919-12989
    East 31st Street	 	 	 	 	 	 	 	 
	25.03	MSMCH	1301
    South York Street	 	 	 	 	 	 	 	 
	26	MSMCH	Preserve
    at Quail Pass Phase III	4/1/2030	3.8500%	120	118	0	No	0.00250%	0.00000%
	27	BANA	Central
    Self Storage - Concord	3/1/2030	3.2000%	120	117	0	No	0.03250%	0.00000%
	28	BANA	Stor-All
    Portfolio KS	2/1/2030	3.6900%	120	116	360	No	0.03250%	0.00000%
	28.01	BANA	Stor-All
    Pawnee	 	 	 	 	 	 	 	 
	28.02	BANA	Stor-All
    Amidon	 	 	 	 	 	 	 	 
	28.03	BANA	Stor-All
    Hydraulic	 	 	 	 	 	 	 	 
	29	BANA	Cabela's
    Outpost Saginaw	4/1/2030	3.7800%	120	118	360	No	0.00250%	0.00000%
	30	WFB	Airpark
    Drive	2/11/2030	3.7000%	120	116	0	No	0.04250%	0.00000%
	31	WFB	Frisco
    Lakes III Shopping Center	2/11/2030	3.8000%	120	116	360	No	0.00250%	0.00000%
	32	WFB	EL
    Monte Plaza	3/11/2030	3.3400%	120	117	0	No	0.03250%	0.00000%
	33	MSMCH	Aldi
    - Bellflower	4/1/2030	3.8000%	120	118	360	No	0.00250%	0.00000%
	34	BANA	Skyway
    Self Storage	4/1/2030	3.3500%	120	118	0	No	0.03250%	0.00000%
	35	WFB	Statham
    Oaks Self Storage	3/11/2030	3.9700%	120	117	0	No	0.00250%	0.00000%
	36	BANA	Central
    Self Storage - Dunlap	3/1/2030	3.5400%	120	117	0	No	0.03250%	0.00000%







 






     


     


    


 


EXHIBIT
C


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association





as
Certificate Registrar





600
South 4th Street, 7th Floor





MAC
N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS) – BANK 2020-BNK27





[OR
OTHER CERTIFICATE REGISTRAR]


 


Banc
of America Merrill Lynch Commercial Mortgage Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III


 


		Re:	Transfer
                                         of BANK 2020-BNK27, 

                                         Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling
and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of BANK 2020-BNK27, Commercial Mortgage
Pass-Through Certificates, Series 2020-BNK27 in connection with the transfer by _________________ (the “Seller”)
to the undersigned (the “Purchaser”) of $_______________ aggregate [Certificate Balance][Notional Amount][__%
Percentage Interest] of Class ___ Certificates ([collectively,] the “Certificates”). Capitalized terms
used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an “accredited investor”
within the meaning of Rule 501(a)(1),



 





 



 


*
Purchaser must select one of the following two certifications.


 






    Exhibit C-1


    	



    

 


 





	 	 	(2),
                                         (3) or (7) of Regulation D (“Regulation D”) under the Securities
                                         Act of 1933, as amended (the “Securities Act”) or any entity in which
                                         all of the equity owners are “accredited investors” within the meaning of
                                         Rule 501(a)(1), (2), (3) or (7) of Regulation D (each, an “Institutional Accredited
                                         Investor”) and has such knowledge and experience in financial and business
                                         matters as to be capable of evaluating the merits and risks of its investment in the
                                         Certificates, and the Purchaser and any accounts for which it is acting are each able
                                         to bear the economic risk of the Purchaser’s or such account’s investment.
                                         The Purchaser is acquiring the Certificates purchased by it for its own account or for
                                         one or more accounts, each of which is an Institutional Accredited Investor, as to each
                                         of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes
                                         to reimburse the Trust for any costs incurred by it in connection with this transfer.


 


		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”) under the Securities
                                         Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
                                         and the Purchaser has had the opportunity to obtain the information required to be provided
                                         pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.       The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view
to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such
reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written
undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. The Purchaser understands
that the Certificates (and any subsequent Certificates) have not been registered under the Securities Act, by reason of a specified
exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature
of the Purchaser’s investment intent (or intent to reoffer, resell, pledge or transfer the Certificates only to certain
investors in certain exempted transactions) as expressed herein.


 


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively,
the “Prospectus”) (and, with respect to Offered Private Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Offered Private Certificates) and the agreements and other materials
referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Prospectus.


 


4.       The
Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered
or qualified under the Securities


 






    Exhibit C-2


    	



    

 


Act or the securities laws of any State or any other jurisdiction, and that the Certificates
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.       Check
one of the following:**


 


		☐	The
                                         Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal
                                         Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof,
                                         no taxes will be required to be withheld by the Certificate Registrar (or its agent)
                                         with respect to distributions to be made on the Certificates. The Purchaser has attached
                                         hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form,
                                         as applicable), which identifies such Purchaser as the beneficial owner of the Certificates
                                         and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all
                                         appropriate attachments) or (iii)]*** two duly executed copies of IRS
                                         Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner
                                         of the Certificates and state that interest and original issue discount on the Certificates
                                         and Permitted Investments is, or is expected to be, effectively connected with a U.S.
                                         trade or business. The Purchaser agrees to provide to the Certificate Registrar updated
                                         [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the
                                         case may be,]*** any applicable successor IRS forms, or such other certifications as
                                         the Certificate Registrar may reasonably request, on or before the date that any such
                                         IRS form or certification expires or becomes obsolete, or promptly after the occurrence
                                         of any event requiring a change in the most recent IRS form of certification furnished
                                         by it to the Certificate Registrar.



 


For
purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is subject to United States


 


 







**
                                         Each Purchaser must include one of the two alternative certifications.


 


***
Does not apply to a transfer of Class R Certificates.



 






    Exhibit C-3


    	



    

 


federal income tax regardless
of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to
the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be
treated as U.S. Tax Persons).





 









		8.	Please
                                         make all payments due on the Certificates:****



 





	 	☐	(a)	by wire transfer
    to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:






 





	Bank:	 






	ABA #:	 






	Account #:	 






	Attention:	 







  





	 	☐	(b)	by
mailing a check or draft to the following address:












	 
	 
	 






  


9.       If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more
partnerships, trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 


	 	Very truly yours,
	 	 	 
	 	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





Dated:


 





 



 


****
Only to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive
Certificates, wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate
Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.


 






    Exhibit C-4


    	



    

 


EXHIBIT
D-1


 


Form
of Transferee Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
N9300-070





Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS) – BANK 2020-BNK27





[OR
OTHER CERTIFICATE REGISTRAR]


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27 (the “Certificates”)
                                         issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
                                         Agreement”), dated as of June 1, 2020, between Banc of America Merrill Lynch
                                         Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
                                         Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator, Wilmington Trust, National Association, as
                                         Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
                                         Reviewer






 





	STATE OF	)
	 	) ss.:
	COUNTY OF	)





 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i)  “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision thereof, any


 


 



    Exhibit D-1-1


    	



    




 


possession of the United States or
any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities
are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of
any of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the
tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1)
of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521
of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v)
any other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel as provided to
the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding
of an Ownership Interest in a Class R Certificate by such Person may cause a Trust REMIC to fail to qualify as a REMIC at any
time that the Certificates are outstanding or any Person having an Ownership Interest in any Class of Certificates (other than
such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Class R Certificate to such Person. The terms “United States,” “State” and
“international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.       Check
the applicable paragraph:


 


☐      The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)      the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)     the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)    the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 






    Exhibit D-1-2


    	



    

 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the corporate rate specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code (before its repeal by the Tax Cuts and Jobs Act) may
be used in lieu of the rate specified in Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum
tax under Section 55 of the Code in the preceding two years and notwithstanding the Tax Cuts and Jobs Act will compute its
taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using
a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer
and the compounding period used by the Purchaser.


 


☐         The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)        the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)       at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐         None
of the above.


 


9.         The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.       The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.       The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 






    Exhibit D-1-3


    	



    

 


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.       The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.       The
Purchaser consents to the designation of the Certificate Administrator as “partnership representative” (as defined
in Section 6223 of the Code) of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	By:	 
	 	 	Name:
	 	 	Title:





 






    Exhibit D-1-4


    	



    

 





On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.


 









	 	 	 
	 	 	NOTARY PUBLIC in and for the

    State of _______________        
	 	 	 
	[SEAL]	 	 
	 	 	 
	My Commission expires:	 	 
	 	 	 


 







    Exhibit D-1-5


    	



    





EXHIBIT
D-2


 


FORM
OF TRANSFEROR LETTER FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS) – BANK 2020-BNK27





[OR
OTHER CERTIFICATE REGISTRAR]


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27 (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between Banc of America Merrill
Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms
used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is
false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to
indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that
the transfer of the Residual Certificates may not be


 






    Exhibit D-2-1


    	



    

 


respected for United States income tax purposes (and the Transferor may continue
to be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly
    yours,
	 	 	 
	 	 	(Transferor)
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:	 


 






    Exhibit D-2-2


    	



    





 


 


EXHIBIT
D-3


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF RR Interest


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS) – BANK 2020-BNK27





[OR
OTHER CERTIFICATE REGISTRAR]


 


Bank
of America, National Association,

as Retaining Sponsor





One
Bryant Park





New
York, New York 10036





Attention:
Leland F. Bunch, III


 


Banc
of America Merrill Lynch Commercial Mortgage Inc.





One
Bryant Park





New
York, New York 10036





Attention:
Leland F. Bunch, III


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27 (the “Certificates”)
                                         issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
                                         Agreement”), dated as of June 1, 2020, between Banc of America Merrill Lynch
                                         Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
                                         Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator, Wilmington Trust, National Association, as
                                         Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
                                         Reviewer



 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining
sponsor” as such term is defined in Regulation RR, that:


 


		1.	The
                                         Purchaser is acquiring $[_____] Certificate Balance of the RR Interest from [_____] (the
                                         “Transferor”).



 


		2.	The
Purchaser is aware that the Certificate Registrar will not register any transfer of an RR Interest by the Transferor unless the
Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, a certificate in substantially
the same form as this certificate. The Purchaser expressly agrees that it will not consummate



 






    Exhibit D-3-1


    	



    

 


	 	 	any
                                         such transfer if it knows or believes that any representation contained in such certificate
                                         is false.



 


		3.	Check
                                         one of the following:



 


		☐	The
                                         transfer will occur while the EU Credit Risk Retention Agreement, dated and effective
                                         as of June 26, 2020, between Banc of America Merrill Lynch Commercial Mortgage Inc.,
                                         Wells Fargo Bank, National Association, Bank of America, National Association, Morgan
                                         Stanley Mortgage Capital Holdings LLC, BANK 2020-BNK27, and Wilmington Trust, National
                                         Association, as trustee on behalf of the holders of the Certificates pursuant to the
                                         Pooling and Servicing Agreement, and Wells Fargo Bank, National Association, in its capacity
                                         as certificate administrator under the Pooling and Servicing Agreement, is in effect,
                                         and the transfer is in compliance with the EU Credit Risk Retention Agreement and the
                                         Transferor has satisfied all requirements pursuant to that agreement.



 


		☐	The
transfer will occur after the termination of the EU Credit Risk Retention  Agreement.



 


		4.	If
                                         the Purchaser is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the RR Interest, (a) all of the conditions of Parts I and III of PTCE
                                         95-60 will be satisfied with respect to the acquisition of the RR Interest and (b) the
                                         acquisition of the RR Interest will be effected through BofA Securities, Inc., Morgan
                                         Stanley & Co. LLC, Wells Fargo Securities, LLC or an affiliate thereof.



 


		5.	Check
                                         one of the following:



 


		☐	The
                                         transfer will occur during the RR Interest Transfer Restriction Period, and the Purchaser
                                         certifies, represents and warrants to you, as Certificate Registrar, that:



 


		A.	It
                                         is a “majority-owned affiliate”, as such term is defined in Regulation RR,
                                         of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	It
                                         is not acquiring the RR Interest as a nominee, trustee or agent for any person that is
                                         not a Majority-Owned Affiliate, and that for so long as it retains its interest in the
                                         RR Interest, it will remain a Majority-Owned Affiliate.



 


		C.	It
                                         will be bound by the U.S. Credit Risk Retention Agreement, between Bank of America, National
                                         Association, Morgan Stanley Mortgage Capital Holdings LLC, Morgan Stanley Bank, N.A.
                                         and Wells Fargo Bank, National Association, dated and effective as of June 26, 2020 (the
                                         “Credit Risk Retention Agreement”) as if it were a party to such agreement.



 


		D.	It
                                         hereby makes each representation set forth in Section 4(b) of the Credit Risk Retention
                                         Agreement.



 


		E.	It
consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a
reasonable arrangement to



 






    Exhibit D-3-2


    	



    

 


	 	 	ensure
                                         that its ownership of the RR Interest will satisfy the risk retention requirements of
                                         the Transferor, in its capacity as [sponsor][originator] under Regulation RR.



 


☐
       The transfer will occur after the termination of the RR Interest Transfer Restriction
Period.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit D-3-3


    	



    




 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[RETAINING
SPONSOR]


 





	By:		 
	 	Name:	
	 	Title:	 


 





[Medallion
Stamp Guarantee]


 






    Exhibit D-3-4


    	



    

 


EXHIBIT
D-4


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS 

OF RR INTEREST


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479





Attention:
Corporate Trust Services (CMBS) – BANK 2020-BNK27





[OR
OTHER CERTIFICATE REGISTRAR]


 


Banc
of America Merrill Lynch Commercial Mortgage Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III


 


Bank
of America, National Association





as
Retaining Sponsor





One
Bryant Park





New
York, New York 10036


 


[EACH
OTHER HOLDER OF AN RR INTEREST]


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27 (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of RR Interest evidencing $[____] Certificate Balance in such Class. The Certificates were issued pursuant to the Pooling and
Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between Banc of America
Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you that:


 


		1.	The
                                         transfer is in compliance with the Pooling and Servicing Agreement.



 


		2.	Check
                                         one of the following:



 






    Exhibit D-4-1


    	



    

 


		☐	The
                                         transfer will occur while the EU Credit Risk Retention Agreement, dated and effective
                                         as of June 26, 2020, between Banc of America Merrill Lynch Commercial Mortgage Inc.,
                                         Wells Fargo Bank, National Association, Bank of America, National Association, Morgan
                                         Stanley Mortgage Capital Holdings LLC, BANK 2020-BNK27, and Wilmington Trust, National
                                         Association, as trustee on behalf of the holders of the Certificates pursuant to the
                                         Pooling and Servicing Agreement, and Wells Fargo Bank, National Association, in its capacity
                                         as certificate administrator under the Pooling and Servicing Agreement, is in effect,
                                         and the transfer is in compliance with the EU Credit Risk Retention Agreement and the
                                         Transferor has satisfied all requirements pursuant to that agreement.



 


		☐	The
transfer will occur after the termination of the EU Credit Risk Retention  Agreement.



 


		3.	If
                                         the Transferee is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the RR Interest, (a) all of the conditions of Parts I and III of PTCE 95-60
                                         will be satisfied with respect to the acquisition of the RR Interest and (b) the acquisition
                                         of the RR Interest will be effected through BofA Securities, Inc., Morgan Stanley &
                                         Co. LLC, Wells Fargo Securities, LLC or an affiliate thereof.



 


		4.	Check
                                         one of the following:



 


		☐	The
                                         transfer will occur during the RR Interest Transfer Restriction Period, and the Transferor
                                         certifies, represents and warrants to you that:



 


		A.	The
                                         transfer is in compliance with the U.S. Credit Risk Retention Agreement, between Bank
                                         of America, National Association, Morgan Stanley Mortgage Capital Holdings LLC, Morgan
                                         Stanley Bank, N.A. and Wells Fargo Bank, National Association, dated and effective as
                                         of June 26, 2020 (the “Credit Risk Retention Agreement”).



 


		B.	The
                                         Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor.



 


		C.	The
                                         Transferee has complied in all material respects with all of the covenants in the Credit
                                         Risk Retention Agreement during the period from the date of the Credit Risk Retention
                                         Agreement through and including the date of this transfer.



 


		D.	All
                                         of the representations and warranties made by the Transferor in the Credit Risk Retention
                                         Agreement are true and correct as of the date of the transfer.



 


		E.	All
                                         of the requirements set forth in Section 3(c) of the Credit Risk Retention Agreement
                                         have been complied with through and including the date of the transfer.



 


☐       The
transfer will occur after the termination of the RR Interest Transfer Restriction Period.


 






    Exhibit D-4-2


    	



    

 


		5.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	[TRANSFEROR]
	 	 	
	 	By:	 	 
	 	 	Name:
	 	 	Title:
	 


 





The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[RETAINING
SPONSOR]


 





	By:		 
	 	Name:	
	 	Title:	 


 





[Medallion
Stamp Guarantee]


 






    Exhibit D-4-3


    	



    

 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 





	Loan
    Information
	 
	 	Name of Mortgagor:	
	 	 	 
	 	[Master Servicer]	 
	 	[Special Servicer]

    Loan No.:	
	 	 	 
	Custodian
	 	Name:	Wells Fargo Bank, National Association
	 	 	 
	 	Address:	1055
                                         10th Ave SE

                                         Minneapolis, Minnesota 55414

                                         Attention: Document Custody Group





BANK 2020-BNK27


 















	 	 	 
	 	Custodian/Trustee

    Mortgage File No.:	 
	 
	Depositor
	 
	 	Name:	Banc of America Merrill Lynch Commercial Mortgage
    Inc.
	 	 	 
	 	Address:	One
        Bryant Park

        New York, New York 10036





Attention: Leland F. Bunch,
III







	 	 	 
	 	Certificates:	BANK 2020-BNK27, Commercial Mortgage Pass-Through
    Certificates, Series 2020-BNK27


 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”),
for the Holders of BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27, the documents referred to
below (the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have
the meanings given them in the Pooling and Servicing Agreement dated as of June 1, 2020, between Banc of America Merrill Lynch
Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management
LLC, as Special Servicer, Wells Fargo Bank, National


 






    Exhibit E-1


    	



    




 


Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer (the “Pooling
and Servicing Agreement”).


 





	( )	 
	 	 
	( )	 
	 	 
	( )	 
	 	 
	( )	 


 


The
undersigned [Master Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 









	 	[____________]
	 	 	
	 	By:	 	 
	 	 	Name:
	 	 	Title:
	 


 


Date:
_________


 






    Exhibit E-2


    	



    




 


EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells
Fargo Bank, National Association,

as Certificate Administrator





600
South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479





Attention:
Corporate Trust Services (CMBS) – BANK 2020-BNK27





[OR
OTHER CERTIFICATE REGISTRAR]


 


Banc
of America Merrill Lynch Commercial Mortgage Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III


 


		Re:	Transfer
                                         of BANK 2020-BNK27, 

                                         Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate initial [Certificate Balance] in the
BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27, [Class [F][G][H] Certificates][RR Interest]
issued pursuant to that certain Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing
Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not be (a) an employee benefit plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or
other plan subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA
or the Code (“Similar Law”) (each a “Plan”) or (b) a person acting on behalf of (including
an entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans and the application
of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the assets of any


 






    Exhibit F-1-1


    	



    

 


such Plan,
other than an insurance company using the assets of its “insurance company general account” (as such term is defined
in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby the purchase
and holding of Certificates by such insurance company will be exempt from the prohibited transaction provisions of ERISA and the
Code under Sections I and III of PTCE 95-60 (or, in the case of a Plan subject to Similar Law, where the purchase, holding or
disposition of such Certificate will not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.       The
Purchaser understands that if the Purchaser is or becomes a person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and the Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee,
the Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or
Section 4975 of the Code, or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator,
the Certificate Registrar, the Master Servicer, the Special Servicer, any sub-servicer, the Initial Purchasers, the Underwriters,
the Operating Advisor, the Asset Representations Reviewer or the Depositor to any obligation or liability (including obligations
or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and
Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor, the Master Servicer, the Special Servicer,
any sub-servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset Representations
Reviewer, the Initial Purchasers, the Underwriters or the Trust.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 









	 	Very truly yours,
	 	 	 
	 	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Dated:


 



Date:
_________


 






    Exhibit F-1-2


    	



    

 


EXHIBIT
F-2


 


Form
of ERISA Representation Letter

regarding CLASS V AND CLASS R CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator





600
South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479





Attention:
Corporate Trust Services (CMBS) – BANK 2020-BNK27





[OR
OTHER CERTIFICATE REGISTRAR]


 


[Transferor]





[______]





[______]





Attention:
[______]


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the BANK 2020-BNK27, Commercial
Mortgage Pass-Through Certificates, Series 2020-BNK27, [Class V][Class R] Certificates (the “[Class V][Class R] Certificate”)
issued pursuant to that certain Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing
Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class V][Class
R] Certificate, the Purchaser is not and will not be (a) an employee benefit plan or other plan subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to Section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section
3(32) of ERISA) or other plan subject to any federal, state or local law that is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (“Similar Law”) (each a “Plan”) or (b) a person acting on
behalf of (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan
or Plans and the


 






    Exhibit F-2-1


    	



    

 


application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using
the assets of a Plan to purchase such [Class V][Class R] Certificate.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 





	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Dated:


 




Date: _______


 






    Exhibit F-2-2


    	



    

 


EXHIBIT
G


 


FORM
OF DISTRIBUTION DATE STATEMENT







See
Annex B to the Prospectus


 



    Exhibit G-1


    	



    

 





EXHIBIT
H


 


FORM
OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National Association,
as Trustee for the registered holders of BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27”
(the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee BANK 2020-BNK27, its successors and assigns, all right, title and interest of the Assignor in and to:


 


That
certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or
similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and
that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest
in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds,
demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to
the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in connection
with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN
WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit H-1


    	



    

 





EXHIBIT
I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges
or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





BANK
2020-BNK27


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 





 



 


*       Select
appropriate depository.


 






    Exhibit I-1


    	



    

 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)       the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
Banc of America Merrill Lynch Commercial Mortgage Inc.


 





 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    Exhibit I-2


    	



    

 


EXHIBIT
J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





BANK
2020-BNK27


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, 

                                         Series 2020-BNK27, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate
of such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit J-1


    	



    

 


[(2)     at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 





Dated:
________


 


cc:
Banc of America Merrill Lynch Commercial Mortgage Inc.


 


*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.






    Exhibit J-2


    	



    

 


EXHIBIT
K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





BANK
2020-BNK27


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, 

                                         Series 2020-BNK27, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the
name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of


 





 



 


*       Select
appropriate depository.






    Exhibit K-1


    	



    

 


Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 





Dated:
_______


 


cc:
Banc of America Merrill Lynch Commercial Mortgage Inc.


 






    Exhibit K-2


    	



    

 


EXHIBIT
L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges
pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





BANK
2020-BNK27


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the
expiration of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate
of the Class specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry
Certificate of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person
as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 





 



 


*       Select,
as applicable.


 






    Exhibit L-1


    	



    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	 	 	 	 
	 	Dated: 	 	 
	 	 	 
	 	By:	 
	 	 	as, or as agent for, the holder
    of a beneficial interest in the Certificates to which this certificate relates.


 






    Exhibit L-2


    	



    

 


EXHIBIT
M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





BANK
2020-BNK27


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, 

                                         Series 2020-BNK27, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 



 


*       Select
appropriate depository.


 






    Exhibit M-1


    	



    

 


[(2)     at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)     the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
________


 


cc:
Banc of America Merrill Lynch Commercial Mortgage Inc.


 





 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    Exhibit M-2


    	



    

 


EXHIBIT
N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





BANK
2020-BNK27


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates,

                                         Series 2020-BNK27, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 


 



    Exhibit N-1


    	



    




 


[(2)     at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)     the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
Banc of America Merrill Lynch Commercial Mortgage Inc.


 


 



 





*       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    Exhibit N-2


    	



    

 


EXHIBIT
O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar





600
South 4th Street, 7th Floor





MAC
N9300-070





Minneapolis,
Minnesota 55479





Attention:
Corporate Trust Services (CMBS)





BANK
2020-BNK27


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, 

                                         Series 2020-BNK27, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 






    Exhibit O-1


    	



    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated:
_______


 


cc:
Banc of America Merrill Lynch Commercial Mortgage Inc.


 






    Exhibit O-2


    	



    

 


 


EXHIBIT
P-1A


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY AND/OR THE RISK RETENTION CONSULTATION
PARTY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class
Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

BANK 2020-BNK27

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, 

                                         Series 2020-BNK27, Class [_] Certificates 



 


In
accordance with the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.       The undersigned is a Certificateholder, a beneficial owner or prospective purchaser
of the Class [__] Certificates, a Companion Holder or the Risk Retention Consultation Party (or any investment advisor or manager
or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: The undersigned is not a Borrower Party.]


 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are


 






    Exhibit P-1A-1


    	



    

 


 


assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[_____]
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
Banc of America Merrill Lynch Commercial Mortgage Inc.


 






    Exhibit P-1A-2


    	



    


 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention:  BANK 2020-BNK27 Asset Manager

Email:  commercial.servicing@wellsfargo.com	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention:  Corporate Trust Services (CMBS)

BANK 2020-BNK27

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2020-BNK27 – Surveillance

Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	
        Wells Fargo Bank,
National Association

        600 South 4th Street, 7th Floor

        MAC N9300-070

        Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        BANK 2020-BNK27

         

	 	 
	
        Wilmington Trust,
National Association

        1100 North Market
Street

        Wilmington, Delaware
19890

        Attention: CMBS Trustee BANK 2020-BNK27

         
	
        CWCapital Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (BANK 2020-BNK27)

Email: CWCAMnoticesBANK2020-BNK27@cwcapital.com

 

        and with a copy to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department

	 	 


		Re:	BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series
                                                             2020-BNK27, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between
Banc of America Merrill Lynch Commercial


 






    Exhibit P-1B-1


     


    


 


Mortgage
Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.         The
undersigned is the Directing Certificateholder or a Controlling Class Certificateholder.


 


2.         The
undersigned has received a copy of the Prospectus.


 


3.         The
undersigned is not a Borrower Party.


 


4.         The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.         The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.         At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 






    Exhibit P-1B-2


     


    

 


7.         The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.         [For
use with any party other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.         Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.





	 	 	 
	 	[_____]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  


Dated: _______


cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 




    Exhibit P-1B-3


     


    


 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION
PARTY and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BANK 2020-BNK27

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2020-BNK27 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


		Re:	BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series
                                                             2020-BNK27, Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between
Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.         The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 


2.         The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.         In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 






    Exhibit P-1C-1


     


    

 


4.         The
undersigned is a Borrower Party.


 


5.         The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the
date that the undersigned receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statement in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.         The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.         The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.         Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 




    Exhibit P-1C-2


     


    


 


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.





	 	 	 
	 	[_____]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  


Dated: _______


cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 




    Exhibit P-1C-3


     


    


 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention:  BANK 2020-BNK27 Asset Manager 

Email:  commercial.servicing@wellsfargo.com	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention:  Corporate Trust Services (CMBS)

BANK 2020-BNK27

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2020-BNK27 – Surveillance

Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	
        Wells Fargo Bank,
National Association

        600 South 4th Street, 7th Floor

        MAC N9300-070

        Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2020-BNK27 

	 	 
	
        Wilmington Trust,
National Association

        1100 North Market
Street

        Wilmington, Delaware
19890

        Attention: CMBS Trustee BANK 2020-BNK27

         
	
        CWCapital Asset Management LLC

        7501 Wisconsin Avenue

        Bethesda, Maryland 20814

        Attention: Brian Hanson (BANK 2020-BNK27)

        Email: CWCAMnoticesBANK2020-BNK27@cwcapital.com

        

         

        and with a copy to:

        

        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

         



		Re:	BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series
                                                             2020-BNK27, Class Certificates 



 


In accordance with
the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between
Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,


 






    Exhibit P-1D-1


     


    

 


CWCapital
Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.          The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.         The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.         The
undersigned has received a copy of the Prospectus.


 


4.         Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.         The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.         The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee,


 






    Exhibit P-1D-2


     


    

 


the
Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to
any such breach by the undersigned or any of its Representatives.


 


7.         To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.         The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.         The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.





	 	 	 
	 	[_____]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  


Dated: _______


 


cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 




    Exhibit P-1D-3


     


    



 


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention:  BANK 2020-BNK27 Asset Manager 

Email:  commercial.servicing@wellsfargo.com	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention:  Corporate Trust Services (CMBS)

BANK 2020-BNK27

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2020-BNK27 – Surveillance

Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	
        Wells Fargo Bank,
National Association

        600 South 4th Street, 7th Floor

        MAC N9300-070

        Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2020-BNK27

	 	 
	
        Wilmington Trust,
National Association

        1100 North Market
Street

        Wilmington, Delaware
19890

        Attention: CMBS Trustee BANK 2020-BNK27

         
	
        CWCapital Asset Management LLC

        7501 Wisconsin Avenue

        Bethesda, Maryland 20814

        Attention: Brian Hanson (BANK 2020-BNK27)

        Email: CWCAMnoticesBANK2020-BNK27@cwcapital.com

         

        and with a copy to:

        

        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

         



		Re:	BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series
                                                             2020-BNK27, Class Certificates



 




    Exhibit P-1E-1


     


    


 


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE BANK 2020-BNK27, COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2020-BNK27, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING
AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.         The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 


2.         The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If applicable] For the avoidance of doubt, [each] of the foregoing
loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.         As of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below
information to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among
other things, the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with
respect to the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned is not a Borrower
Party with respect to any other Mortgage Loan.


 






    Exhibit P-1E-2


     


    

 


4.         Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant
to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.         The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the
extent the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and
Servicing Agreement.


 


6.         The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.         To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website
or otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not
directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.         The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the
Certificate Administrator’s Website, and the Certificate


 






    Exhibit P-1E-3


     


    

 


Administrator
shall have no obligation to monitor, determine or verify whether the undersigned has properly certified or recertified under this
Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.


 


9.         The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance
with the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier
or (b) mailed by registered mail, postage prepaid.


 


10.       The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class
Loan](s) on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the
related Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b)
of the Pooling and Servicing Agreement.


 


11.       The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters,
the Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost
of enforcing this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee,
representative or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling
Class Loan](s) listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.





	 	 	 
	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  


Dated: _______


cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 




    Exhibit P-1E-4


     


    


 


EXHIBIT P-1F


 


FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED
CONTROLLING CLASS HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

BANK 2020-BNK27

cts.cmbs.bond.admin@wellsfargo.com

        trustadministrationgroup@wellsfargo.com

         

	
        with a copy to:

         

        Wells Fargo Bank,
National Association,

        8480 Stagecoach Circle

Frederick, Maryland 21701-4747

        Attention: BANK 2020-BNK27

         



		Re:	BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27



 


In accordance with Section 3.13(b) of the
Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.          
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 


2.           The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1F-1


     


    

 


3.           The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate
Administrator’s Website with respect to the BANK 2020-BNK27 securitization should be revoked as to such users:


 





 



 





 



 





 



 





 



 


4.           The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect
to such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it
(i) is no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s),
(ii) has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an
investor certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.





	 	 	 
	 	[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  


Dated: _______


 


cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


 





 



Name:

Title:


 




    Exhibit P-1F-2


     


    


 


EXHIBIT P-1G


 


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention:  BANK 2020-BNK27 Asset Manager 

Email:  commercial.servicing@wellsfargo.com	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention:  Corporate Trust Services (CMBS)

BANK 2020-BNK27

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2020-BNK27 – Surveillance

Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	
        Wells Fargo Bank,
National Association

        600 South 4th Street, 7th Floor

        MAC N9300-070

        Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2020-BNK27

	 	 
	
        Wilmington Trust,
National Association

        1100 North Market
Street

        Wilmington, Delaware
19890

        Attention: CMBS Trustee BANK 2020-BNK27

         
	
        CWCapital Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (BANK 2020-BNK27)

Email: CWCAMnoticesBANK2020-BNK27@cwcapital.com

 

        and with a copy to:

        

        CWCapital Asset Management LLC

        7501 Wisconsin Avenue, Suite 500 West

        Bethesda, Maryland 20814

        Attention: Legal Department

         



		Re:	BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series
                                                             2020-BNK27, Class [__] Certificates



 




    Exhibit P-1G-1


     


    


 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.         The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.         The
undersigned is not a Borrower Party.


 


3.         If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.         [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.         Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.





	 	 	 
	 	[Directing Certificateholder]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  


Dated: _______ 


cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 




    Exhibit P-1G-2


     


    


 


EXHIBIT P-1H


 


Form
of Certification of the RISK RETENTION CONSULTATION PARTY


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention:  BANK 2020-BNK27 Asset Manager 

Email:  commercial.servicing@wellsfargo.com	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention:  Corporate Trust Services (CMBS)

BANK 2020-BNK27

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2020-BNK27 – Surveillance

Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	
        Wells Fargo Bank,
National Association

        600 South 4th Street, 7th Floor

        MAC N9300-070

        Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2020-BNK27

	 	 
	
        Wilmington Trust,
National Association

        1100 North Market
Street

        Wilmington, Delaware
19890

        Attention: CMBS Trustee BANK 2020-BNK27

         
	CWCapital Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention:  Brian Hanson (BANK 2020-BNK27)

Email:  CWCAMnoticesBANK2020-BNK27@cwcapital.com



and with a copy to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention:  Legal Department



 

		Re:	BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series
                                                             2020-BNK27, RR Interest 



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.           The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 






    Exhibit P-1H-1


     


    

 


[FOR ANY SUCCESSOR
RISK RETENTION CONSULTATION PARTY][2. The undersigned hereby certifies that an executed copy of this certification in paper
form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the addressees
listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.]


 


3.           Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.





	 	 	 
	 	[RISK RETENTION CONSULTATION
PARTY]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 




    Exhibit P-1H-2


     


    


 


EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BANK 2020-BNK27


 


		Attention:	BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2020 (the
“Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
or



 


		2.	The undersigned is a nationally recognized statistical rating organization and either (x) has provided
the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website
prior to the Closing Date, is requesting access pursuant to the Agreement to certain information (the “Information”)
on such 17g-5 website pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to
the undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall
also be applicable to information obtained from the 17g-5 Information Provider’s Website (including without limitation, to
any information received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned
did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by
the provisions of the confidentiality agreement attached hereto as Annex A which shall be applicable to it with respect
to any information obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from
the section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing
Date.



 


The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 






    Exhibit P-2-1


     


    

 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-2-2


     


    


 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Banc of America Merrill Lynch Commercial Mortgage Inc. (together with its affiliates,
the “Furnishing Entities” and each a “Furnishing Entity”) furnishing certain financial, operational,
structural and other information relating to the issuance of the BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates,
Series 2020-BNK27 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as of June 1,
2020 (the “Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc.,
as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset
Management LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Custodian, and Wilmington Trust, National Association,
as Trustee and the assets underlying or referenced by the Certificates, including the identity of, and financial information with
respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”)
to you (the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition of Confidential Information.
For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following
information (irrespective of its source or form of communication, including information obtained by you through access to this
site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating
with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents
and other information (such information, the “Evaluation Material”) and (y)  any of the terms, conditions
or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which:


 


was or becomes generally
available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document)
other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation
of this Confidentiality Agreement;


 


was or is lawfully
obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you
to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to
maintain the information as confidential; or


 


is independently developed
by the NRSRO without reference to any Confidential Information.


 


Information to Be Held in Confidence.


 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 


You acknowledge that
you are aware that the United States and state securities laws impose restrictions on trading in securities when in possession
of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative
who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You will treat the
Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable
Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was
furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


 






    Exhibit P-2-3


     


    

 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely to
the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to
the NRSRO’s password protected website; and


 


use information
derived from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any
Confidential Information.


 


Disclosures Required by Law. If
you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with
respect to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing
Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You
agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance
that confidential treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole
expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be required to take a position
that such information should be entitled to receive such a protective order or reasonable assurance as to confidential treatment.
If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect
to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other
remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement
in writing, you agree to furnish only such information as you are legally required to disclose, at the sole expense of the relevant
Furnishing Entity.


 


Obligation to Return Evaluation Material.
Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof,
that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding
the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing Evaluation Material
to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures
designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that
may be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material
obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to
this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 






    Exhibit P-2-4


     


    

 


Violations of this Confidentiality Agreement.


 


The NRSRO will be responsible
for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You agree promptly
to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of
the Confidential Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity
to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You acknowledge and
agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any
of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief
to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition
to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term. Notwithstanding the termination
or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating on a Security,
your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing Law. This Confidentiality
Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships of the parties and/or
the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be performed within such State.


 


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement. This Confidentiality
Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of Confidential Information
heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings and agreements between
us relating to such matters; provided, however, that, if the terms of this Confidentiality Agreement conflict with
another agreement relating to the Confidential Information that specifically states that the terms of such agreement shall supersede,
modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality Agreement conflict
with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof by entry into
this website.


 


Contact Information. Notices for
each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Banc of America Merrill Lynch Commercial Mortgage Inc. 


One Bryant Park


New York, New York 10036


Attention: Leland F. Bunch, III


 




    Exhibit P-2-5


     


    


 


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BANK 2020-BNK27


 


		Attention:	BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27



 


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526,
or at ctslink.customerservice@wellsfargo.com.






 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2020 (the
“Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit Group Limited, Moody’s Analytics, RealInsight,
KBRA Analytics, Inc. or Thomson Reuters Corporation, a market data provider that has been given access to the Statements to Certificateholders,
CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


		4.	The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by
itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, 



 






    Exhibit P-3-1


     


    


 


liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-3-2


     


    


 


EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27 



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation
Event has occurred) the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents
delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) subject to the first
proviso of the definition of “Mortgage File”, all documents specified in clauses (i) through (v), (viii), (ix), (xi),
(xii) and (xiii), if any, of the definition of “Mortgage File,” as applicable, are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed by the Custodian and appear regular
on their face and appear to be executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to
the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses
(iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.





	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	 	as Custodian
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 






    Exhibit Q-1


     


    


 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S NOTICE
ADDRESS]


 


Banc of America Merrill Lynch Commercial Mortgage Inc.


One Bryant Park


New York, New York 10036


Attention: Leland F. Bunch, III


 


Fitch Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

Email: info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency, LLC

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Email: CMBSSurveillance@krollbondratings.com


 


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


CWCapital Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (BANK 2020-BNK27)

Email: CWCAMnoticesBANK2020-BNK27@cwcapital.com



and with a copy to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor


 






    Exhibit Q-2


     


    

 


Charlotte, North Carolina 28202

Attention: BANK 2020-BNK27 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BANK 2020-BNK27


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BANK 2020-BNK27


 


LD II Holdco X, LLC

c/o Prime Finance


1330 Avenue of the Americas, Suite 250


New York, New York 10019


Attention: Jon W. Brayshaw and Luke Dann

Email: jbrayshaw@primefinance.com; ldann@primefinance.com


 




    Exhibit Q-3


     


    



 




EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY – MASTER
SERVICER


 


RECORDING REQUESTED BY:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2020-BNK27 Asset Manager

Telecopy Number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 





 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE
PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws
of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as trustee (the
“Trustee”), pursuant to that Pooling and Servicing Agreement dated as of June 1, 2020 (the “Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as master
servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management LLC, as special servicer, Wells
Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
the Trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer hereby constitutes
and appoints the Master Servicer, by and through the Master Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Master Servicer and all properties (“Mortgaged Properties”) administered by
the Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with respect
to the Mortgage Loans and Mortgaged Properties; provided, however, that the documents described below may only be executed and
delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used herein
and not otherwise defined herein have the meanings set forth in the Agreement.


 


1.             The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 






    Exhibit R-1-1 


     


    

 


2.             The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.


 


3.             The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.             The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as
real estate owned, or conveyance of title to real estate owned.


 


5.             The completion of loan assumption agreements.


 


6.             The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.


 


7.             The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the
Mortgage Loan secured and evidenced thereby.


 


8.             The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction
with the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.             The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust,
and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure,
or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:


 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and
the deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 






    Exhibit R-1-2 


     


    

 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as
may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


10.           With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:


 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property
to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


11.           The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement
of personal property.


 


12.           The execution and delivery of the following:


 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or 



 






    Exhibit R-1-3 


     


    

 


	 	 	condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties or REO Properties (including agreements and requests by any borrower with respect to modifications of the standards
of operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all
of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease
subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants,
conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or
REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan
and any other consents.



 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent
that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer also has
the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of
its attorneys-in-fact as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority
than that held by the Master Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights
and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer the power to initiate
or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided
for herein. If the Master Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National
Association, then the Master Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of
attorney is not intended to extend the powers granted to the Master Servicer under the Agreement or to allow the Master Servicer
to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Master Servicer hereby
agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or


 






    Exhibit R-1-4 


     


    

 


disbursements of any kind or
nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney
by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement
or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of
Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


Third parties without
actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has
been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington
Trust, National Association, as Trustee for BANK 2020-BNK27 has caused its corporate seal to be hereto affixed and these presents
to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee for BANK 2020-BNK27
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Prepared by:
	 	 	 
	 	 	Name:



 


Witness:


 





 



 


Witness:


 





 



 






    Exhibit R-1-5 


     


    

 





	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF 	)	 



 


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.


 





	 	Notary Public
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires:	 	 
	 	 	 



  




    Exhibit R-1-6 


     


    


 


EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY – SPECIAL
SERVICER


 


RECORDING REQUESTED BY:


 


CWCapital Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (BANK 2020-BNK27)

Email: CWCAMnoticesBANK2020-BNK27@cwcapital.com


 





 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement dated as of June 1, 2020 (the “Agreement”), between Banc of
America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital
Asset Management LLC, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association,
as certificate administrator, the Trustee and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, relating to the BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27, hereby constitutes
and appoints the Special Servicer, by and through the Special Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Special Servicer and all properties (“REO Properties”) administered by the
Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through 13 below with respect
to the Mortgage Loans and REO Properties; provided, however, that the documents described below may only be executed
and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized terms used
herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to 



 






    Exhibit R-2-1 


     


    

 


	 	 	conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.



 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.




 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real
estate owned, or conveyance of title to real estate owned.



 


		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.



 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the sale or repurchase of
the Mortgage Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.



  


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note, and
in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust,
foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any
related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings
with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or
defense of any litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and
claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;



 






    Exhibit R-2-2 


     


    

 


		b.	the preparation and issuance of statements of breach or non-performance;




 


		c.	the preparation and filing of notices of default and/or notices of sale;




 


		d.	the cancellation/rescission of notices of default and/or notices of sale;




 


		e.	the taking of deed in lieu of foreclosure;




 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage
Notes, Mortgages or deeds of trust;




 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;




 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions;



 


		i.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and




 


		j.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms
of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:




 


		a.	listing agreements;




 


		b.	purchase and sale agreements;




 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase
same;




 


		d.	escrow instructions; and




 


		e.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement
of personal property.



 


		12.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its
capacity as Trustee, in litigation and to resolve such 



 






    Exhibit R-2-3 


     


    

 


	 	 	litigation, provided that such resolution shall not include any admission
of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.



 


		13.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien
created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property
and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full
defeasance, and all other comparable instruments;



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests
in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine
financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds
of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents
relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including
agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged
Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, management agreements, any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other
consents; and



 


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the Special Servicer’s
duties and responsibilities under the Agreement.



 



 The undersigned gives said Attorney-in-Fact full power and authority to execute
such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power or powers
granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify and confirm
to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 






    Exhibit R-2-4 


     


    

 


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


 


Solely to the extent that the Special Servicer has the power
to delegate its rights or obligations under the Agreement, the Special Servicer also has the power to delegate the authority given
to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney, for purposes of performing its
obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such
purpose. The Special Servicer’s attorneys-in-fact shall have no greater authority than that held by the Special Servicer.


 


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate or defend any suit, litigation or
proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein. If the Special Servicer
receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National Association, then the Special Servicer
shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney is not intended to extend the
powers granted to the Special Servicer under the Agreement or to allow the Special Servicer to take any action with respect to
Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Special Servicer hereby agrees to indemnify and hold the
Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason
or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Special Servicer. The
foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation
or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third parties without actual notice may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for BANK 2020-BNK27, has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged
in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 






    Exhibit R-2-5 


     


    

 





	 	Wilmington Trust, National Association,
 as Trustee for BANK 2020-BNK27 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Witness:


____________________


 


Witness:





_____________________


 




    Exhibit R-2-6 


     


    


 





	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF 	)	 


 


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official seal.


 


 





	Notary signature	 	 



 




    Exhibit R-2-7 


     


    


 


EXHIBIT S


 


INITIAL SERVICED COMPANION NOTEHOLDERS


 


	Loan	Companion Holder
	Ralph Lauren HQ New Jersey	
        NOTE A-2:

         

        Morgan Stanley Bank, N.A.

         

        NOTICE ADDRESS:

         

        Morgan Stanley Bank, N.A.

        1585 Broadway

        New York, New York 10036

        Attention: Jane Lam

         

        with a copy to:

         

        Morgan Stanley Bank, N.A.

        1633 Broadway, 29th Floor

        

        New York, New York 10019

        Attention: Legal Compliance Division

         

        and a copy by email to:

         

        cmbs_notices@morganstanley.com

        




 



    Exhibit S-1 


     


    

 


EXHIBIT T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOANS


 


[FOR BELLAGIO HOTEL AND CASINO:





KeyBank National Association





11501 Outlook Street, Suite 300





Overland Park, Kansas 66211





Attention: Michael A. Tilden





Email: michael_a_tilden@keybank.com


 


with a copy to:


 


Polsinelli





900 W. 48th Place, Suite 900





Kansas City, Missouri 64112





Attention: Kraig Kohring





Email: kkohring@polsinelli.com]


 


[FOR 55 Hudson Yards:





Wells Fargo Bank, National Association





Commercial Mortgage Servicing





Three Wells Fargo





401 South Tryon Street, 8th Floor





MAC D1050-084





Charlotte, North Carolina 28202





Attention: Hudson Yards 2019-55HY Asset Manager





Facsimile number: (704) 715-0036


 


With a copy by email to: commercial.servicing@wellsfargo.com]


 


[FOR 525 MARKET:

Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: MKT 2020-525M

Facsimile: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


 with a copy to:


 


Wells Fargo Bank, National Association

Legal Department, D1053-300

301 South College Street, 30th Floor

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Facsimile: (704) 383-0353


 






    Exhibit T-1 


     


    

 


 with an additional copy to:


 


 K&L Gates LLP

300 South Tryon Street

Suite 1000

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: MKT 2020-525M

Fax Number: (704) 353-3190

Email: stacy.ackermann@klgates.com]


 


[FOR 200 WEST 57TH STREET:

Three Wells Fargo

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: BANK 2020-BNK26 Asset Manager

Facsimile number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


with a copy to:




 


K&L Gates LLP





300 South Tryon Street





Suite 1000





Charlotte, North Carolina 28202





Attention: Stacy G. Ackermann





Reference: BANK 2020-BNK26]


 


[FOR 711 FIFTH AVENUE:

Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: GSMS 2020-GC47 Asset Manager

Facsimile number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com



with a copy to:



Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage

Reference: GSMS 2020-GC47


 






    Exhibit T-2 


     


    

 


with a copy to:


 


K&L Gates LLP

300 South Tryon Street, Suite 1000

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann





Reference: GSMS 2020-GC47]


 


[FOR 1633 BROADWAY:





KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention:  Michael Tilden

Fax number:  (877) 379-1625

Email: michael_a_tilden@keybank.com


 


with copies to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Fax Number: (816) 753-1536]


 


[FOR 560 MISSION STREET:





Midland Loan Services, a Division of PNC Bank,
National Association





10851 Mastin Street, Suite 700





Overland Park, Kansas 66210





Attention: Executive Vice President –
Division Head





Facsimile: (888) 706-3565

 


with a copy to:



Stinson LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Facsimile: (816) 412-9338

Email: kenda.tomes@stinson.com]



 





 






    Exhibit T-3 


     


    

 


VIA [EMAIL]


 


		Re:	BANK 2020-BNK27, 

Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27



 


Ladies and Gentlemen:


 


As you know, [_____],
acts as the master servicer (the “Lead Servicer”) for the whole loan secured by the [mortgaged property][portfolio
of mortgaged properties] identified as [NON-SERVICED WHOLE LOAN] (the “Subject Whole Loan”) under the pooling
and servicing agreement relating to the [_____] securitization trust (the “PSA”). This is to inform you that
one or more of the promissory notes related to the Subject Whole Loan (the “Subject Mortgage Loan”) has been
transferred to BANK 2020-BNK27 pursuant to that certain Pooling and Servicing Agreement, dated as of June 1, 2020 (the “2020-BNK27
Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “2020-BNK27 Master Servicer”), CWCapital
Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “2020-BNK27 Certificate Administrator”), Wilmington Trust, National Association, as trustee (the “2020-BNK27
Trustee”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, and that
the 2020-BNK27 Trustee is the holder of the Subject Mortgage Loan.


 


The undersigned, as 2020-BNK27
Certificate Administrator, hereby directs you, in your capacity as the Lead Servicer of the Subject Whole Loan, to remit to the
2020-BNK27 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be, to the
2020-BNK27 Master Servicer all reports, statements, documents, communications, and other information that are to be forwarded,
delivered or otherwise made available to, the holder of the Subject Mortgage Loan under the related Intercreditor Agreement (as
such term is defined in the 2020-BNK27 Pooling and Servicing Agreement) and the PSA.


 


The Subject Mortgage
Loan [is][is not] a Significant Obligor (as such term is defined in the 2020-BNK27 Pooling and Servicing Agreement) under the 2020-BNK27
Pooling and Servicing Agreement


 


Thank you for your attention
to this matter.


 




    Exhibit T-4 


     


    


 





	 	Date: 	 	 



  


	 	Wells Fargo Bank, National Association, as Certificate Administrator for the 
	 	 	Holders of the BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:



 




    Exhibit T-5 


     


    


 


cc:



[FOR BELLAGIO HOTEL AND CASINO:

[____]]


 


[FOR 55 HUDSON YARDS:

[____]]


 


[FOR 525 MARKET:

[____]]


 


[FOR 200 WEST 57TH STREET:

[____]]


 


[FOR 711 FIFTH AVENUE:

[____]]


 


[FOR 1633 BROADWAY:

[____]]


 


[FOR 560 MISSION STREET:

[____]]


 




    Exhibit T-6 


     


    


 


EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Fitch Ratings, Inc.

300 West 57th Street






New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

Email: info.cmbs@fitchratings.com


 


Kroll Bond Rating Agency, LLC

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Email: CMBSSurveillance@krollbondratings.com


 


Moody’s Investors Service,
Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


[INSERT ADDRESS OF APPLICABLE MORTGAGE LOAN SELLER]


 


		From:	Wells Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement dated
as of June 1, 2020 (the “Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial
Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________, 20___



 






    Exhibit U-1 


     


    

 


		Re:	BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage
Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule by the following names:____________________

       ____________________



 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Master Servicer under
the Pooling and Servicing Agreement, we hereby:


 


(a)   
Notify you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan,
of the type checked below:


 


____ a full defeasance of the
entire principal balance of the Mortgage Loan; or


 


____ a partial defeasance of
a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b)  
Certify that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A
hereto, which exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse
effect on the Mortgage Loan or the defeasance transaction:


 


(i)        The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied
in all material respects in completing the defeasance.


 


(ii)       The defeasance was consummated on __________, 20__.


 


(iii)      The defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section
2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for
‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s
Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal
due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)      The Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the
Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.


 






    Exhibit U-2 


     


    

 


(v)       The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance
Criteria, as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in
its organizational documents substantially similar to those contained in the organization documents of the original Borrower with
respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other
than the defeasance collateral and real property securing Mortgage Loans included in the pool.


 


(vi)      The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities
intermediary and has been pledged to the Trustee on behalf of the Trust.


 


(vii)     The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee
on behalf of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds
of the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled
Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined
in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv) permit release of surplus
defeasance collateral and earnings on reinvestment from the pledged securities account only after the Mortgage Loan has been paid
in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance collateral and subordinate
liens against the defeasance collateral, and (vi) provide for payment from sources other than the defeasance collateral or other
assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for administering the defeasance and the
securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor.


 


(viii)    The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved
by the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without
taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments
after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a
partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues
received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the
date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year
will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.


 






    Exhibit U-3 


     


    

 


(ix)       The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below).
The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of
pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent
Distribution Date Statement received by us (the “Current Report”).


 


(x)        The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid,
perfected first priority security interest in the defeasance collateral and that the documents executed in connection with the
defeasance are enforceable in accordance with their respective terms.


 


(c)        Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the
Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)  
    Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed
did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)      
Certify that it has provided the required notices to, and obtained the required consents of, the related Mortgage Loan Seller
in accordance with Section 3.18(i) of the Pooling and Servicing Agreement.


 


(f)    
   Agree to provide copies of all items listed in Exhibit B to you upon request.


 




    Exhibit U-4 


     


    


 


IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 


	 	[________________]
	 	 	as Master Servicer
	 	 	 
		By:	
 
	 	 	Name:
	 	 	Title:



 




    Exhibit U-5 


     


    


 


EXHIBIT V


 


FORM OF OPERATING ADVISOR
ANNUAL REPORT1


 


Report Date: This report will be delivered
no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of June 1, 2020
(the “Pooling and Servicing Agreement”). 

Transaction: BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27 

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: CWCapital Asset Management LLC

Directing Certificateholder: LD II Holdco X, LLC


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The Special Servicer has notified the
Operating Advisor that [●]
Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●]
of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status
Report.



 


		b.	Asset Status Reports were issued with
respect to [●] of such
Specially Serviced Loans. This report is based only on the Specially Serviced Loans in respect of which an Asset Status Report
has been issued. The Asset Status Reports may not yet be fully implemented.



 


		II.	Executive Summary



 


Based on the requirements and qualifications
set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance with
the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited review
of the Special Servicer’s reported actions on the loans identified in this report. Based solely on such limited review of
the items listed in this report, and subject to the assumptions, limitations and qualifications set forth herein, the Operating
Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance
with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing Agreement.


 


●       
[LIST OF MATERIAL DEVIATION ITEMS]


 





 



 


1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The
Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the
compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged
Information.




 






    Exhibit V-1 


     


    

 


In addition, the Operating Advisor notes
the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


●       
[ADD RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


In connection with the assessment set forth
in this report, the Operating Advisor:


 


		1.	Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report, attestation report by a third
party regarding the Special Servicer’s compliance with its obligations and net present value calculations and Appraisal Reduction
Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following [●] Specially Serviced Loans: [List related mortgage
loans]



 


		2.	Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The Operating Advisor’s analysis
of the Asset Status Reports (including related net present value calculations and Appraisal Reduction Amount calculations) related
to the Specially Serviced Loans should be considered a limited investigation and not be considered a full or limited audit. For
instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices),
re-engineer the quantitative aspects of their net present value calculator, visit any property, visit the Special Servicer, visit
the Directing Certificateholder or interact with any borrower. In addition, our review of the net present value calculations and
Appraisal Reduction Amount calculations is limited to the mathematical accuracy of the calculations and the corresponding application
of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the
discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


		1.	The Operating Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited
number of issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and
made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations
appropriate.



 


		3.	Appraisal Reduction Amount calculations and net present value calculations:



 


		4.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized
in connection with any Appraisal Reduction Amount or net present value calculations used in the Special Servicer’s 



 






    Exhibit V-2 


     


    

 


	 	 	determination
of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization
by the Special Servicer.



 


		a.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable
non-discretionary portions of the formula] required to be utilized for such calculation.



 


		b.	After consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations or the application
of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such inaccuracy [has been/
has not been] resolved.



 


		5.	The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].



 


		6.	In addition to the other information presented herein, the Operating Advisor notes the following additional items, if any:
[LIST ADDITIONAL ITEMS].



 


		IV.	Assumptions, Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	As provided in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required to report on instances of non-compliance
with, or deviations from, the Servicing Standard or the Special Servicer’s obligations under the Pooling and Servicing Agreement
that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial and (ii) will not be required
in the ordinary course to provide or obtain a legal opinion, legal review or legal conclusion as part of that assessment.



 


		2.	In rendering our assessment herein, we have assumed that all executed factual statements, instruments, and other documents
that we have relied upon in rendering this assessment have been executed by persons with legal capacity to execute such documents.



 


		3.	Except as may have been reflected in any Asset Status Report, the Operating Advisor did not participate in, or have access
to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially Serviced Loan. The
Operating Advisor does not have authority to speak with the Directing Certificateholder or borrower directly. As such, the Operating
Advisor relied upon the information delivered to it by the Special Servicer as well as its interaction with the Special Servicer,
if any, in gathering the relevant information to generate this report. The services that we perform are not designed and cannot
be relied upon to detect fraud or illegal acts should any exist.



 


		4.	The Special Servicer has the legal authority and responsibility to service any Specially Serviced Loans pursuant to the Pooling
and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein or direct
the actions of the Special Servicer.



 






    Exhibit V-3 


     


    

 


		5.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance
of any communications held between it and the Special Servicer regarding any Specially Serviced Loans and certain information it
reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all
the relevant information that the Operating Advisor is given access to by the Special Servicer.



 


		6.	There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include,
but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor
does not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s
operational compliance with respect to those types of actions.



 


		7.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this
report, they should address such questions to the Certificate Administrator through the Certificate Administrator’s website.



 


		8.	This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating Advisor take into
account market prices of securities or financial markets generally when performing its limited review of the Special Servicer as
described above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder or any other party or
individual. Nothing is intended to or should be construed as creating a fiduciary relationship between the Operating Advisor and
any Certificateholder, party or individual.



 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement..


 






    Exhibit V-4 


     


    

 



EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending Replacement of THE Special Servicer


 


Wilmington
Trust, National Association

as Trustee

1100 North Market Street





Wilmington,
Delaware 19890





Attention:
CMBS Trustee BANK 2020-BNK27

Telecopy number: (302) 630-4140


 


Wells
Fargo Bank, National Association

as Certificate Administrator





9062
Old Annapolis Road





Columbia,
Maryland 21045-1951





Attention:
Corporate Trust Services (CMBS)

BANK 2020-BNK27

Telecopy Number: (410) 715-2380


 


CWCapital
Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (BANK 2020-BNK27)

Email: CWCAMnoticesBANK2020-BNK27@cwcapital.com



and with a copy to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, 

                                         Series 2020-BNK27, 

                                         Recommendation of Replacement of Special Servicer



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling
and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC,
as Operating Advisor and as Asset


 






    
Exhibit W-1



     


    

 


Representations
Reviewer, on behalf of the holders of BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27 (the “Certificates”)
regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based
upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26
of the Pooling and Servicing Agreement, it is our assessment that CWCapital Asset Management LLC, in its current capacity as Special
Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard].
The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that CWCapital Asset Management LLC be removed as Special Servicer and that
[________] be appointed its successor in such capacity.


 


 





	 	Very truly yours,
	 	 
	 	[The Operating Advisor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 



 








    
Exhibit W-2



     


    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement


 


[Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2020-BNK27 Asset Manager

Telecopy Number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com]


 


[CWCapital
Asset Management LLC

7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (BANK 2020-BNK27)

Email: CWCAMnoticesBANK2020-BNK27@cwcapital.com



and with a copy to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department]


 


		Re:	Access
                                         to Certain Information Regarding BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates,
                                         Series 2020-BNK27



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”),
among the Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Defined terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells
Fargo Bank, National Association (“Wells Fargo”)/ CWCapital Asset Management LLC (“CWCAM”)]
understands that [____] (the “Company”) is requesting certain confidential or non-public information relating
to the Mortgage Loans to which the Company has continuing rights as a Certificateholder. The Company is requesting such information
for the purpose of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the
“Permitted Purpose”). The Company agrees that the Permitted Purpose shall not


 






    
Exhibit X-1



     


    

 





[_____] [__], 20[__]

Page 2


  


include the use or disclosure
of the Confidential Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement
or the related mortgage loan documents.


 


[Wells
Fargo/ CWCAM] will provide the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges
that the Confidential Information (a) includes or may be based upon information provided to [Wells Fargo/ CWCAM] by third
parties, (b) may not have been verified by [Wells Fargo/ CWCAM], and (c) may be incomplete or contain inaccuracies.
The Company agrees that [Wells Fargo/ CWCAM], the [“Master Servicer”/“Special Servicer”]
(as defined in the Pooling and Servicing Agreement) and its respective Representatives (as defined below) shall not have any liability
to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any
use of the Confidential Information, or (z) [Wells Fargo/ CWCAM]’s failure or inability to provide the Confidential
Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession
prior to its receipt from [Wells Fargo/ CWCAM]; (b) information that is obtained by Company from a third person who, insofar
as is known to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation
to [Wells Fargo/ CWCAM]; (c) information that is or becomes publicly available through no fault of Company; and (d) information
that is independently developed by Company. The term “Representatives” with respect to any entity shall mean the officers,
directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that
entity.


 


The
Company may have access to the Confidential Information through (at [Wells Fargo/ CWCAM]’s election): (i) responses
to reasonable written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis
with [Wells Fargo/ CWCAM]’s surveillance group, or (iii) direct on-line access (read-only capacity) to the information
available on the applicable [____] system or any successor or replacement system (“System”). [Wells Fargo/
CWCAM] may cease or defer providing the Company with Confidential Information in the event that (a) the Company or its Representatives
violate any provision hereof, or (b) [Wells Fargo/ CWCAM] determines (in its sole discretion) that such termination is necessary
for any reason, including its determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement,
the related Mortgage Loan documents, or any applicable law. [Wells Fargo/ CWCAM] shall cease to provide the Company with Confidential
Information if [Wells Fargo/ CWCAM] has actual knowledge that the Company or its Representatives are affiliates of any borrower
under the Mortgage Loan documents and [Wells Fargo/ CWCAM] determines that the provision, notice or access to such Confidential
Information would violate the accepted servicing practices or servicing standards as defined in the Pooling and Servicing Agreement.
The Company’s obligations and the restrictions applicable to the protection of the Confidential Information hereunder shall
survive the termination of the Company’s access to the Confidential Information. [Wells Fargo/ CWCAM]’s remedies hereunder,
at law or at equity, are cumulative and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its


 






    
Exhibit X-2



     


    

 




[_____] [__], 20[__]

Page 3


 


Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and
(ii) that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted
Purpose, in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws.
The Company will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to
keep the Confidential Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives.
Notwithstanding the foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other
person or entity that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or
entity confirms such ownership interest or prospective ownership interest and provided that, prior to the delivery of such
Confidential Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar
in form and substance to this agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Wells Fargo/ CWCAM] intends at all times to
comply with the terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed
to limit or qualify any of [Wells Fargo/ CWCAM]’s rights or obligations under the Pooling and Servicing Agreement. This
letter agreement may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall
be deemed to be an original instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 




    
Exhibit X-3



     


    

 


Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.


 





	 	 	Very truly yours,
	 	 	 	 
	 	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:]
	 	 	 	 
	 	 	[CWCapital Asset Management LLC
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:]
	 	 	 
	CONFIRMED
AND AGREED TO:	 	 
	 	 	 
	[COMPANY
NAME]	 	 
	 	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 



 


 







    
Exhibit X-4



     


    

 


EXHIBIT
Y


 


FORM
CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION





 


I,
[identify the certifying individual], certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K of BANK 2020-BNK27 (the
                                         “Exchange Act periodic reports”);



 


		2.	Based
                                         on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain
                                         any untrue statement of a material fact or omit to state a material fact necessary to
                                         make the statements made, in light of the circumstances under which such statements were
                                         made, not misleading with respect to the period covered by this report;



 


		3.	Based
                                         on my knowledge, all of the distribution, servicing and other information required to
                                         be provided under Form 10-D for the period covered by this report is included in the
                                         Exchange Act periodic reports;



 


		4.	Based
                                         on my knowledge and the servicer compliance statements required in this report under
                                         Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports,
                                         the servicers have fulfilled their obligations under the servicing agreements in all
                                         material respects; and



 


		5.	All
                                         of the reports on assessment of compliance with servicing criteria for asset-backed securities
                                         and their related attestation reports on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be included in this report in accordance with
                                         Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included
                                         as an exhibit to this report, except as otherwise disclosed in this report. Any material
                                         instances of noncompliance described in such reports have been disclosed in this report
                                         on Form 10-K.



 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


[(A)
Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer;


 


(B)
[List other applicable reporting servicers]]


 






    
Exhibit Y-1



     


    

 





	Date:	 	 	 
	 	 	 
	 	 
	President	 
	Banc of America Merrill Lynch Commercial Mortgage Inc.	 
	(Senior officer in charge of the securitization of the depositor)	 



 


 




    
Exhibit Y-2



     


    

 


EXHIBIT
Y-1


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


BANK
2020-BNK27 (the “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Certificate Administrator (in such capacity, the “Certificate Administrator”), under that certain Pooling
and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), entered into by
Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor (the “Depositor”), Wells Fargo Bank, National
Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management LLC,
as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, the Certificate
Administrator, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, certifies to [_______],
the Depositor, each Other Depositor and each Other Certificate Administrator with respect to a securitization of a Serviced Companion
Loan and their respective officers, directors and affiliates, to the extent that the following information is within our normal
area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that the applicable
Certification Parties will rely upon this certification, that:


 


		1.	I
                                         have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
                                         Report”), and all reports on Form 10-D and Form 8-K to be filed in
                                         respect of periods included in the year covered by the Annual Report (collectively with
                                         the Annual Report, the “Reports”);



 


		2.	To
                                         my knowledge, the Reports taken as a whole, do not contain any untrue statement of a
                                         material fact or omit to state a material fact necessary to make the statements made,
                                         in light of the circumstances under which such statements were made, not misleading with
                                         respect to the period covered by the Annual Report;



 


		3.	To
                                         my knowledge, the distribution information required to be provided by the Certificate
                                         Administrator under the Pooling and Servicing Agreement for inclusion in the Reports
                                         is included in the Reports;



 


		4.	I
                                         am responsible for reviewing the activities performed by the Certificate Administrator
                                         under the Pooling and Servicing Agreement and based on my knowledge and the compliance
                                         reviews conducted in preparing the Certificate Administrator compliance statements required
                                         for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except
                                         as disclosed on any Reports, the Certificate Administrator has fulfilled its obligations
                                         in all material respects under the Pooling and Servicing Agreement; and



 






    
Exhibit Y-1-1



     


    

 


		5.	The
                                         report on assessment of compliance with servicing criteria applicable to the Certificate
                                         Administrator for asset-backed securities with respect to the Certificate Administrator
                                         or any Servicing Function Participant retained by the Certificate Administrator and related
                                         attestation report on assessment of compliance with servicing criteria applicable to
                                         it required to be included in the annual report on Form 10-K for the Relevant Period
                                         in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
                                         15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K.
                                         Any material instances of noncompliance described in such reports have been provided
                                         to the Depositor for disclosure in such annual report on Form 10-K.



 


In
giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following
unaffiliated persons: the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	[WELLS
FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]



 




    
Exhibit Y-1-2



     


    

 


Exhibit
Y-2


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


BANK
2020-BNK27 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer under
that certain Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”),
entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor (the “Depositor”), Wells
Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset
Management LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee,
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, on behalf of the Master Servicer,
certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with respect
to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge
and intent that the applicable Certification Parties will rely upon this certification, that:


 


		1.	Based
on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), and assuming
the accuracy of the statements required to be made by the Special Servicer in the special servicer backup certificate delivered
by the Special Servicer relating to the Relevant Period, all servicing information and all reports (the “Servicer Reports”)
required to be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.12(b) and (d) of
the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion
in all reports on Form 10-D or Form 8-K have been submitted by the Master Servicer to the Certificate Administrator for inclusion
in these reports;



 


		2.	Based
on my knowledge, and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer
backup certificate delivered by the Special Servicer relating to the Relevant Period, the master servicing information contained
in the Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by these reports;



 


		3.	I
am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed by the Master Servicer
under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing
the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the Master Servicer, and except as disclosed in
the



 






    Exhibit Y-2-1 


     


    

 


	 	 	compliance
                                         certificate delivered by the Master Servicer under Section 11.09 of the Pooling
                                         and Servicing Agreement, the Master Servicer has fulfilled its obligations under the
                                         Pooling and Servicing Agreement in all material respects during the Relevant Period;



 


		4.	The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and



 


		5.	The
report on assessment of compliance with servicing criteria applicable to the Master Servicer for asset-backed securities with
respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer and related attestation report
on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K
for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been
provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for
disclosure in such annual report on Form 10-K.



 


[In
giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the
following unaffiliated parties: [name(s) of third parties (including the Special Servicer, but other than a Sub-Servicer, Additional
Servicer or any other third party retained by the Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20
of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither I nor the Master Servicer makes
any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that
is in turn dependent upon information provided by the Special Servicer under the Pooling and Servicing Agreement. Solely with
respect to the completeness of information and reports, I do not certify anything other than that all fields of information called
for in written reports prepared by the Master Servicer have been properly completed and that any fields that have been left blank
on their face have been done so in accordance with the CREFC procedures for such report.]


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 






    Exhibit Y-2-2 


     


    


 


 





	 	[WELLS
FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 










    Exhibit Y-2-3 


     


    


 


Exhibit
Y-3


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


BANK
2020-BNK27 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of CWCapital Asset Management
LLC, as Special Servicer under that certain Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling
and Servicing Agreement”), entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor (the
“Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Wilmington
Trust, National Association, as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate
administrator (in such capacity, the “Certificate Administrator”), and Park Bridge Lender Services LLC, as
operating advisor and as asset representations reviewer, on behalf of the Special Servicer, certify to [Name of Certifying Person(s)
for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with respect to a securitization of a Serviced Companion
Loan and their respective officers, directors and affiliates, and with the knowledge and intent that the applicable Certification
Parties will rely upon this certification, that:


 


		1.	Based
on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all servicing
information and all required reports (the “Special Servicer Reports”) required to be submitted by the Special
Servicer pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant
Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Special Servicer to the Master
Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
on my knowledge, the special servicing information contained in the Special Servicer Reports, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by these reports;



 


		3.	I
am, or a Servicing Officer under my supervision is, responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing
the servicer compliance statements required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB with respect to the Special Servicer, and except as disclosed in the
compliance certificate delivered by the Special Servicer under Section 11.09 of the Pooling and Servicing Agreement, the
Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant
Period;



 






    
Exhibit Y-3-1



     


    

 


		4.	The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review
in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and



 


		5.	The
report on assessment of compliance with servicing criteria applicable to the Special Servicer for asset-backed securities with
respect to the Special Servicer or any Servicing Function Participant retained by the Special Servicer and related attestation
report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K
for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been
provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for
disclosure in such annual report on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 








	 	Special
Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 







    
Exhibit Y-3-2



     


    

 


Exhibit
Y-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


BANK
2020-BNK27 (The “Trust”)


 


The
undersigned, __________, a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of June 1, 2020 (the
“Pooling and Servicing Agreement”), entered into by Banc of America Merrill Lynch Commercial Mortgage Inc.,
as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”),
the Trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, certifies
to [______], the Depositor and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective
officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that the applicable Certification Parties
will rely upon this certification, that:


 


The
report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect
to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance
with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period
in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance
described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual
report on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	WILMINGTON
TRUST, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    
Exhibit Y-4-1



     


    

Exhibit
Y-5


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


BANK
2020-BNK27 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of PARK BRIDGE LENDER SERVICES LLC (the “Operating Advisor”)
as Operating Advisor under that certain Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing
Agreement”), entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor (the “Depositor”),
Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital
Asset Management LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association,
as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”) and Park Bridge Lender Services LLC, as Operating Advisor and as asset representations reviewer, on
behalf of the Operating Advisor, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and
each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and
affiliates, and with the knowledge and intent that the applicable Certification Parties will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Operating Advisor
                                         to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable,
                                         pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on
                                         Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K (the “Reports”) (such information provided by the
                                         Operating Advisor, collectively, the “Operating Advisor Periodic Information”)
                                         have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the
                                         Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the Operating Advisor Periodic Information contained in the Reports,
                                         taken as a whole, does not contain any untrue statement of a material fact or omit to
                                         state a material fact necessary to make the statements made, in light of the circumstances
                                         under which such statements were made, not misleading with respect to the period covered
                                         by these reports;



 


		3.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Operating Advisor with respect
                                         to the Trust’s fiscal year ________ have been provided all information relating
                                         to the Operating Advisor’s assessment of compliance with the Relevant Servicing
                                         Criteria, in order to enable them to conduct a review in compliance with the standards
                                         for attestation engagements issued or adopted by the PCAOB; and



 


 






    
Exhibit Y-5-1



     


    

 


		4.	The
                                         report on assessment of compliance with servicing criteria applicable to the Operating
                                         Advisor for asset-backed securities with respect to the Operating Advisor or any Servicing
                                         Function Participant retained by the Operating Advisor and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor
                                         and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
                                         Any material instances of noncompliance described in such reports have been provided
                                         to the Certificate Administrator and the Depositor for disclosure in such annual report
                                         on Form 10-K.



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	Park
Bridge Lender Services LLC
	 	 	 
		By:	Park
                                         Bridge Advisors LLC, a New York limited liability company, its sole member



 


		 	By:	Park
                                         Bridge Financial LLC, a New York limited liability company, its sole member



 





	 	By:	 
	 	 	Name:
	 	 	Title:


 




    
Exhibit Y-5-2



     


    

 


Exhibit
Y-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


BANK
2020-BNK27 (The “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Custodian (the “Custodian”), under that certain Pooling and Servicing Agreement, dated as of June 1, 2020
(the “Pooling and Servicing Agreement”), entered into by Banc of America Merrill Lynch Commercial Mortgage
Inc., as depositor (the “Depositor”), Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”),
Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such
capacity, the “Certificate Administrator”), and Park Bridge Lender Services LLC, as operating advisor and as
asset representations reviewer, certifies to [______], the Depositor and each Other Depositor with respect to a securitization
of a Serviced Companion Loan and their respective officers, directors and affiliates, to the extent that the following information
is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and
intent that the applicable Certification Parties will rely upon this certification, that:


 


The
report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect
to the Custodian or any Servicing Function Participant retained by the Custodian and related attestation report on assessment
of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the
Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure
in such annual report on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit Y-6-1



     


    

 


Exhibit
Y-7


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


BANK
2020-BNK27 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of PARK BRIDGE LENDER SERVICES
LLC (the “Asset Representations Reviewer”) as Asset Representations Reviewer under that certain Pooling
and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), entered into by Banc
of America Merrill Lynch Commercial Mortgage Inc., as depositor (the “Depositor”), Wells Fargo Bank, National
Association, as master servicer (in such capacity, the “Master Servicer”), CWCapital Asset Management LLC,
National Association, as special servicer (the “Special Servicer”), Wilmington Trust, National Association,
as trustee, and Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”) and Park Bridge Lender Services LLC, as operating advisor and as Asset Representations Reviewer, on
behalf of the Asset Representations Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the
Depositor and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers,
directors and affiliates, and with the knowledge and intent that the applicable Certification Parties will rely upon this certification,
that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Asset Representations
                                         Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator,
                                         as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual
                                         report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K (the “Reports”) (such information provided by the
                                         Asset Representations Reviewer, collectively, the “Asset Representations Reviewer
                                         Periodic Information”) have been submitted by the Asset Representations Reviewer
                                         to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
                                         as applicable, for inclusion in these reports; and



 


		2.	Based
                                         on my knowledge, the Asset Representations Reviewer Periodic Information contained in
                                         the Reports, taken as a whole, does not contain any untrue statement of a material fact
                                         or omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports.



 






    Exhibit Y-7-1



     


    

 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	Park
Bridge Lender Services LLC
	 	 	 
		By:	Park
                                         Bridge Advisors LLC, a New York limited liability company, its sole member



 


		 	By:	Park
                                         Bridge Financial LLC, a New York limited liability company, its sole member



 





	 	By:	 
	 	 	Name:
	 	 	Title:


 


 




    Exhibit Y-7-2



     


    


 


EXHIBIT
Z


 


Servicing
Criteria


to be Addressed in Assessment of Compliance


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit
Z shall not be construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the
main body of the Pooling and Servicing Agreement of which this Exhibit Z forms a part or to require an assessment of a
criterion that is not encompassed by the servicing duties of the applicable party that are set forth in the main body of such
Pooling and Servicing Agreement. For the avoidance of doubt, for purposes of this Exhibit Z, other than with respect to
Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by the Master Servicer or the Special
Servicer.


 


	Applicable
    Servicing Criteria 	applicable


    party(ies)
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special
        Servicer

         

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
                                         Administrator

        Master
        Servicer

        Special
        Servicer

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
                                         Servicer

        Special
        Servicer

        Custodian (as applicable)

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
                                         Administrator

        Master
        Servicer

        Special
        Servicer

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special
        Servicer

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator


 


     Exhibit Z-1


     


    
 


	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
                                         (as applicable)1

        Master
        Servicer

        Special
        Servicer

	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special
        Servicer

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
                                         Administrator

        Master
        Servicer

        Special
        Servicer

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
                                         Administrator

        Master
        Servicer

        Special
        Servicer

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and
    approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.
    These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days
    specified in the transaction agreements.	Certificate
                                         Administrator

        Master
        Servicer

        Special
        Servicer

	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

                                         Master Servicer

        Special
        Servicer

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
                                         Administrator

                                         Master Servicer

        Special
        Servicer

	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
                                         Servicer

         



 





 



1  Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during
the applicable calendar year.


 






     Exhibit Z-2


     


    




 


	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
                                         Servicer

        Special
        Servicer

	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
                                         Servicer

        Special
        Servicer

	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
                                         Servicer

         

	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
                                         Servicer

         

	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
                                         Servicer

         

	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
                                         Servicer

         

	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
                                         Servicer

         

	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 


At
all times that the Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may
provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At
all times that the Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer
may provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation
AB.


 




     Exhibit Z-3


     


    

 


EXHIBIT
AA


 


ADDITIONAL FORM 10-D DISCLOSURE


 


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator (or the applicable Master Servicer to the extent specified
in Section 11.04 of the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item described
in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case of net operating
income information, financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection
with Item 6 below, possession) of such information (other than information as to itself). Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than
information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice
to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer shall be entitled to conclusively assume that there is no “significant obligor” other than
a party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be required to provide any
information for inclusion in a Form 10-D that relates to any Mortgage Loan for which such Master Servicer or such Special Servicer
is not the applicable Master Servicer or Special Servicer, as the case may be. For this Series 2020-BNK27 Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled
to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114
or 1115 of Regulation AB.


 


	Item
    on Form 10-D	Party
    Responsible
	Item
                                         1A: Distribution and Pool Performance Information:

         

        ●     Item
        1111(h) of Regulation AB

        ●     Item
        1125 of Regulation AB

        ●     Item
        1121(a)(13) of Regulation AB

         
	●     Master
                                         Servicer

         

        ●     Certificate
        Administrator

	Item
                                         1B: Distribution and Pool Performance Information:

         

        ●     Item
        1121(a)(14) of Regulation AB

        ●     Item
        1121(d) of Regulation AB

        ●     Item
        1121(e) of Regulation AB

         
	●     Certificate
                                         Administrator

         

        ●     Depositor

         

        ●     Asset
        Representations Reviewer

	Item
                                         2: Legal Proceedings:

         

        ●     Item
        1117 of Regulation AB (it being 
	●     Master
                                         Servicer (as to itself)

         

        ●     Special
        Servicer (as to itself)




 






     Exhibit AA-1


     


    

 


	acknowledged
    that such Item 1117 requires disclosure only of proceedings described therein that are material to security holders)	 

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of
        the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

	Item
    3: Sale of Securities and Use of Proceeds

    
	●     Depositor

	Item
    4: Defaults Upon Senior Securities

    
	●     Certificate
    Administrator

	Item
    5: Submission of Matters to a Vote of Security Holders

    
	●     Certificate
    Administrator

	Item
                                         6: Significant Obligors of Pool Assets:

         

        ●     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the Prospectus;

         

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
	●     Master
                                         Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to Specially Serviced Loans and REO Properties)




 






     Exhibit AA-2


     


    

 


	of
                                         the related Mortgaged Property or REO Property (as applicable), and quarterly and annual
                                         financial statements of the related Borrower (except in the case of an REO Property),
                                         received or prepared by the “Party Responsible” pursuant to its obligations
                                         under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however,
                                         that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating
                                         income for the most recent fiscal year and interim period is required and, if such information
                                         for a prior period was required but not previously reported, such information for such
                                         prior period; and

         

        (c)
        the information shall be reportable in the Form 10-D that relates to the Distribution Date that immediately follows the
        Collection Period in which the information was received or prepared by the “Party Responsible” as described
        in clause (b) above.

         
	 
	Item
                                         7: Change in Sponsor Interest in the Securities:

         

        ●     Item
        1124 of Regulation AB.

         
	●     Each
    Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)

	Item
                                         8: Significant Enhancement Provider Information:

         

        ●     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         
	●     Depositor

	Item
    9: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information
    constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit CC, (b) such information is required to
    be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such
    information was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
                                         Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the
                                         extent that such party is the “Party Responsible” with respect to such information
                                         pursuant to Exhibit CC.

        ●     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve
        Account as of the related Distribution Date and the preceding Distribution Date)

        ●     Master
        Servicer (with respect to the balance

         




 






     Exhibit AA-3


     


    

 


	 	of
                                         its Collection Account as of the related Distribution Date and the preceding Distribution
                                         Date)

        ●     Special
        Servicer (with respect to the balance of each applicable REO Account as of the related Distribution Date and the preceding
        Distribution Date)

        ●     Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e)
        of Regulation AB to the extent material to Certificateholders)

	Item
                                         10: Exhibits (no. 3):

         

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor

	Item
                                         10: Exhibits (no. 4):

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●     Certificate
                                         Administrator

        ●     Depositor

         

        provided
        that, in each case, that this shall in no event be construed to make such party responsible for the initial filing
        of this Pooling and Servicing Agreement

        provided,
        further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
        or Certificate Administrator, then the Depositor shall be the responsible party.

	Item
                                         10: Exhibits (no. 10):

         

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
    all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans,
    and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or
    that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	Item
                                         10: Exhibits (no. 22):

         

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders
	●     The
    applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.



 






     Exhibit AA-4


     


    

 


	(Exhibit
    No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible” with respect to Item
    5 above elects to publish a report containing the information required by such Item 5 above and also elects to report the
    information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published report.	 
	Item
                                         10: Exhibits (no. 23):

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required
        with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor
	Item
                                         10: Exhibits (no. 24)

         

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
    Administrator
	Item
                                         10: Exhibits (no. 99)

         

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item
                                         10: Exhibits (no. 100)

         

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not
    Applicable.
	Item
    10: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:
    (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit CC,
    (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the
    Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
    for the exhibit pursuant to Item 9(d) of Exhibit CC (it being acknowledged that none of the Master Servicer or the
    Special Servicer constitutes a “Party Responsible” under Exhibit CC with respect to any exhibits to a Form
    10-K); provided that, in each case, that in the event any reportable agreement is executed by the Depositor
    and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for



 






     Exhibit AA-5


     


    

 


	 	this
    Item 10.


 


     Exhibit AA-6


     


    

 


EXHIBIT
BB


 


ADDITIONAL FORM 10-K DISCLOSURE


 


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K
Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of
net operating income information, financial statements, annual operating statements, budgets and/or rent rolls required to be
provided in connection with 1112(b) below, possession) of such information (other than information as to itself). Each of the
Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy
of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the
absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special
Servicer be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which such
Master Servicer or such Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this
Series 2020-BNK27 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and
the Special Servicer shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item
    on Form 10-K	Party
    Responsible
	Item
                                         1B: Unresolved Staff Comments

         

         
	●     Depositor
	Item
                                         9B: Other Information, but only to the extent of any information that meets all the following
                                         conditions:

         

        (a)
        such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit CC,

         

        (b)
        such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which
        the Form 10-K relates, and

         

        (c)
        such information was not previously reported as “Additional Form 8-K Disclosure” or as “Additional Form
        10-D Disclosure”
	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
    Responsible” with respect to such information pursuant to Exhibit CC.
	Item
    15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE
    BELOW



 






     Exhibit BB-1


     


    

 


	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the
        Prospectus, (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported
        such information as “Additional Form 10-D Information”.

         
	●     The
                                         applicable Mortgage Loan Seller.

         

	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the
        applicable Master Servicer has not previously reported such information or updated versions thereof as “Additional
        Form 10-D Information”.

         
	●     Depositor




 






     Exhibit BB-2


     


    

 


	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the Prospectus;

         

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the
        related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement; provided, however,
        that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most
        recent fiscal year and interim period is required and, if such information for a prior period was required but not previously
        reported, such information for such prior period; and

         

        (c)
        the information shall be reportable only to the extent that is has not previously been reported as “Additional Form
        10-D Information”.

         
	●     Master
                                         Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to Specially Serviced Loans and REO Properties)

	Instruction
                                         J(2)(c) (Significant Enhancement Provider Information):

         

        ●     Items
        1114(b)(2) and 1115(b) of Regulation AB

         
	●     Depositor




 






     Exhibit BB-3


     


    

 


	Instruction
                                         J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)
	●     Master
                                         Servicer (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Trustee/Certificate
        Administrator/ Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of
        the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

	Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         1 of 2 Parts:

         

        1119(a)
        of Regulation AB,

         

        but
        only the existence and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the
        particular “Party Responsible”), on the one hand, and any one or more of the following, on the other: (1)
        the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other party listed under this item as a
        “Party Responsible”; provided, however, that an affiliation need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
of Regulation AB,
	●     Master
                                         Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee,
                                         Certificate Administrator, Special Servicer or a sub-servicer retained by it meeting
                                         any of the descriptions in Item 1108(a)(3)).

        ●     Special
        Servicer

        ●     Certificate
        Administrator

        ●     Trustee

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator”
        of one or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more
        of the assets of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party
        Responsible” under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling
        and Servicing Agreement to the effect that such party no longer

         




 






     Exhibit BB-4


     


    

 


	 

        but
        only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction
        or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained
        in an arm’s length transaction with an unrelated third party (apart from the Series 2020-BNK27 transaction) between
        itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one
        or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if
        it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed
        in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but
        only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific
        relationship involving or related to the Series 2020-BNK27 transaction or the Mortgage Loans between itself (that is,
        the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the
        following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however,
        that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be
        reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed
        for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
	constitutes
                                         an originator of 10% or more of the assets of the Trust).

        ●     Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more
        of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered
        to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year
        in which the Form 10-K is due.

        ●     Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
        (or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing
        Agreement to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

        ●     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction
        for purposes of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice
        delivered by the Depositor to the parties to this Pooling and Servicing Agreement, which notice is delivered not later
        than February 15 of the year in which the Form 10-K is due.




 






     Exhibit BB-5


     


    

 


	or
                                         if it was previously reported as “Additional Form 10-K Disclosure”.

         
	 
	Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         2 of 2 Parts:

         

        1119(a)
        of Regulation AB,

         

        But
        only the existence and (if existent) how there is any affiliation between itself (that is, the particular “Party
        Responsible”), on the one hand, and any one or more of the parties listed under the preceding item as a “Party
        Responsible”, on the other; provided, however, that an affiliation need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        but
        only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction
        or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained
        in an arm’s length transaction with an unrelated third party (apart from the Series 2020-BNK27 transaction) between
        itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties
        listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists
        or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding
        of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the
        Prospectus or if it was
	●     Depositor

        ●     Each
        Mortgage Loan Seller




 






     Exhibit BB-6


     


    

 


	previously
                                         reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but
        only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific
        relationship involving or related to the Series 2020-BNK27 transaction or the Mortgage Loans between itself (that is,
        the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the
        parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be
        reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed
        for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
        Form 10-K Disclosure”.

         
	 
	Item
                                         15: Exhibits (no. 2):

         

        Plan
        of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor

	Item
                                         15: Exhibits (no. 3):

         

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor




 






     Exhibit BB-7


     


    

 


	Item
                                         15: Exhibits (no. 4):

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●     Trustee

        ●     Certificate
        Administrator

        ●     Depositor

         

        provided
        that, in each case, that this shall in no event be construed to make such party responsible for the initial filing
        of this Pooling and Servicing Agreement

        provided,
        further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
        or Certificate Administrator, then the Depositor shall be the responsible party.

	Item
                                         15: Exhibits (no. 10):

         

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
    all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans,
    and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or
    that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.

	Item
                                         15: Exhibits (no. 11):

         

        Statement
        regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)
	●     Not
    Applicable

	Item
                                         15: Exhibits (no. 12):

         

        Statement
        regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)
	●     Not
    Applicable.

	Item
                                         15: Exhibits (no. 13):

         

        Annual
        report to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item
        601 of Regulation S-K)
	●     Not
    Applicable

	Item
                                         15: Exhibits (no. 14):

         

        Code
        of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	●     Not
    Applicable.




 






     Exhibit BB-8


     


    

 


	Item
                                         15: Exhibits (no. 16):

         

        Letter
        re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not
    Applicable

	Item
                                         15: Exhibits (no. 18):

         

        Letter
        re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)
	●     Not
    Applicable.

	Item
                                         15: Exhibits (no. 21):

         

        Subsidiaries
        of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)
	●     Depositor.

	Item
                                         15: Exhibits (no. 22):

         

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	●     Not
    Applicable.

	Item
                                         15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is
        required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration
        statement and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation
        delivered pursuant to Section 11.13 of this Pooling and Servicing Agreement.
	●     Depositor

	Item
                                         15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent
        of the registered public accounting firm for purposes of any attestation report rendered with respect to the particular
        “Party Responsible” pursuant to Section 11.13 of this Pooling and Servicing Agreement.
	●     Master
                                         Servicer

        ●     Special
        Servicer

        ●     Depositor

        ●     Any
        other Servicing Function Participant

         

        provided,
        however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery,
        of such consent only to the extent that such party is required to deliver or cause the delivery of the related attestation
        report.




 






     Exhibit BB-9


     


    

 


	Item
                                         15: Exhibits (no. 24)

         

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
    Administrator
	Item
                                         15: Exhibits (no. 31(i))

         

        Rule
        13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).
	●     Not
    Applicable
	Item
                                         15: Exhibits (no. 31(ii))

         

        Rule
        13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).
	●     Delivery
    of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07)
    of this Pooling and Servicing Agreement.
	Item
                                         15: Exhibits (no. 32)

         

        Section
        1350 Certifications (Exhibit No. 32 of Item 601 of Regulation S-K).
	●     Not
    Applicable.
	Item
                                         15: Exhibits (no. 33)

         

        Report
        on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation
        S-K).
	●     Delivery
    of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing
    Agreement.
	Item
                                         15: Exhibits (no. 34)

         

        Attestation
        report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of
        Regulation S-K).
	●     Delivery
    of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling
    and Servicing Agreement.
	Item
                                         15: Exhibits (no. 35)

         

        Servicer
        compliance statement (Exhibit No. 35 of Item 601 of Regulation S-K).
	●     Delivery
    of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and
    Servicing Agreement.
	Item
                                         15: Exhibit (no. 36)

         

        Certification
        For Shelf Offerings of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	●     Depositor



 






     Exhibit BB-10


     


    

 


	Item
                                         15: Exhibits (no. 99)

         

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item
                                         15: Exhibits (no. 100)

         

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not
    Applicable.
	Item
    15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:
    (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit CC,
    (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the
    Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
    for the exhibit pursuant to Item 9(d) of Exhibit CC (it being acknowledged that none of the Master Servicer or the
    Special Servicer constitutes a “Party Responsible” under Exhibit CC with respect to any exhibits to a Form
    10-K).
	Item
    15: Exhibit (no. 101)

    

    Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not
    Applicable
	Item
    15: Exhibit (no. 102)

    

    Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	[Certificate
                                         Administrator]

        [Depositor]

	Item
    15: Exhibit (no. 103)

    

    Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	[Certificate
                                         Administrator]

        [Depositor]



 




     Exhibit BB-11


     


    


 

EXHIBIT
CC

 

FORM
8-K DISCLOSURE INFORMATION


 


The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing
Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding
Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set
forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage
Loan Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled
to conclusively assume that there is no “significant obligor” other than a party or property identified as such in
the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the Cut-off
Date. In no event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a
Form 8-K that relates to any Mortgage Loan for which such Master Servicer or such Special Servicer is not the applicable Master
Servicer or Special Servicer, as the case may be. For this Series 2020-BNK27 Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to assume that there is no provider
of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 





	Item
    on Form 8-K	Party
    Responsible 
	Item
                                         1.01: Entry into a Material Definitive Agreement

         
	●     Depositor,
                                         except as described in the next bullet (it being acknowledged that Item 601 of Regulation
                                         S-K requires filing of material contracts to which the registrant or a subsidiary thereof
                                         is a party).

         

        ●     Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01
        of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to
        the asset-backed securities transaction, even if the registrant is not a party to such agreement), in each case to the
        extent of any amendment or definitive agreement that satisfies all the following 




 






     Exhibit CC-1


     


    

 





	 	conditions:
    (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b)
    such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or
    vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused
    to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be
    the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.
	Item
    1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies
    all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans,
    and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or
    that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust;
    provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection
    with any amendment to this Pooling and Servicing Agreement.
	Item
    1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor,
    to the extent of any material agreement not covered in the prior item
	Item
    1.03: Bankruptcy or Receivership	●     Depositor
	Item
    2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement	●     Depositor

        ●     Certificate
        Administrator

	Item
    3.03: Material Modification to Rights 	●     Certificate
    Administrator



 






     Exhibit CC-2


     


    

 


	
    of Security     Holders	 
	Item
    5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor
	Item
    6.01: ABS Informational and Computational Material	●     Depositor
	Item
    6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	●     Trustee

        ●     Depositor

	Item
    6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or
    Special Servicer	●     Certificate
                                         Administrator

        ●     Master
        Servicer or Special Servicer, as the case may be (in each case, as to itself)

	Item
    6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party
    to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	●     Master
                                         Servicer (as to a party appointed by such Master Servicer)

        ●     Special
        Servicer

        ●     Certificate
        Administrator

        ●     Depositor

	Item
    6.03: Change in Credit Enhancement or External Support	●     Depositor

        ●     Certificate
        Administrator

	Item
    6.04: Failure to Make a Required Distribution	●     Certificate
    Administrator
	Item
    6.05: Securities Act Updating Disclosure	●     Depositor
	Item
    7.01: Regulation FD Disclosure	●     Depositor
	Item
    8.01: Other Events	●     Depositor
	Item
                                         9.01(d): Exhibits (no. 1):

         

        Underwriting
        agreement (Exhibit No. 1 of Item 601 of Regulation S-K)
	●     Not
    applicable
	Item
                                         9.01(d): Exhibits (no. 2):

         

        Plan
        of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor
	Item
                                         9.01(d): Exhibits (no. 3):

         

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor
	Item
                                         9.01(d): Exhibits (no. 4):

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of
	●     Certificate
                                         Administrator

         

        provided
        that, in each case, that this shall in no event be construed to make such party 




 






     Exhibit CC-3


     


    

 


	Item
    601 of Regulation S-K)	responsible
    for the initial filing of this Pooling and Servicing Agreement
	Item
                                         9.01(d): Exhibits (no. 7):

         

        Correspondence
        from an independent accountant regarding non-reliance on a previously issued audit report or completed interim review.
        (Exhibit No. 7 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
                                         9.01(d): Exhibits (no. 14):

         

        Code
        of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
                                         9.01(d): Exhibits (no. 16):

         

        Letter
        re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
                                         9.01(d): Exhibits (no. 17):

         

        Correspondence
        on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
                                         9.01(d): Exhibits (no. 20):

         

        Other
        documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item
                                         9.01(d): Exhibits (no. 23):

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required
        with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor
	Item
                                         9.01(d): Exhibits (no. 24)

         

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
    Administrator
	Item
                                         15: Exhibits (no. 99)

         
	●     Not
    Applicable.



 






     Exhibit CC-4


     


    

 


	Additional
    exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)	 
	Item
                                         15: Exhibits (no. 100)

         

        XBRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not
    Applicable.


 


     Exhibit CC-5


     


    
 


EXHIBIT
DD


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 




**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO

 cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator





9062
Old Annapolis Road





Columbia,
Maryland 21045-1951





Attention:
Corporate Trust Services (CMBS)








Banc
of America Merrill Lynch Commercial Mortgage Inc., BANK 2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27—SEC
REPORT PROCESSING


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section [11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling
and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as [           ], hereby notifies you that certain events
have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [           ], phone number: [           ]; email address: [            ].


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


cc:
Depositor


 






    Exhibit DD-1


    	



    

 


EXHIBIT
EE


 


INITIAL
SUB-SERVICERS


 


		1)	Berkadia
                                         Commercial Mortgage LLC



 


		2)	Sunrise
                                         Mortgage and Investment Company



 


		3)	CBRE
                                         Loan Services, Inc.



 


		4)	Northmarq
                                         Capital, LLC



 






    Exhibit EE-1


    	



    

 


EXHIBIT
FF


 


SERVICING
FUNCTION PARTICIPANTS


 


		1)	KeyBank
                                         National Association



 


		2)	Situs
                                         Holdings, LLC



 


		3)	LNR
                                         Partners, LLC



 


		4)	Pentalpha
                                         Surveillance LLC



 






    Exhibit FF-1


    	



    

 


EXHIBIT
GG


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION





 


BANK
2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27

(the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [CWCapital
Asset Management LLC] [Wells Fargo Bank, National Association, as [Certificate Administrator][Custodian]] [Wilmington Trust, National
Association, as Trustee] (the “Certifying Servicer”), certify to Banc of America Merrill Lynch Commercial Mortgage
Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


		1.	I
                                         (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s
                                         activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
                                         Period”) and the Certifying Servicer’s performance under the Pooling
                                         and Servicing Agreement; and



 


		2.	To
                                         the best of my knowledge, based on such review, the Certifying Servicer has fulfilled
                                         all of its obligations under the Pooling and Servicing Agreement in all material respects
                                         during the Reporting Period. [To my knowledge, the Certifying Servicer has failed
                                         to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY
                                         EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 





	Date:	 	





 


[WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer]

[CWCapital Asset Management LLC,

as Special Servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as [Certificate Administrator][Custodian]]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee]


 





	By:	
	
	 	Name:

Title:	 


 



    Exhibit GG-1


    	



    




 


 


EXHIBIT
HH


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name
of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing
criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December
31, 20[__] (the “Reporting Period”), as set forth in Exhibit Z to the Pooling and Servicing Agreement. The
transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer acted as [a
master servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The
Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on
Schedule A;


 


Except
as set forth in paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation
AB to assess the compliance with the applicable servicing criteria;


 


The
criteria listed in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the
Reporting Servicer based on the activities it performs, directly or through its Vendors, with respect to the Platform;


 


The
Reporting Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and
for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The
Reporting Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable
servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except
as described on Schedule B hereto];


 


The
Reporting Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the
Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto]; and


 





 



 


1
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions
registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were
not required to be issued), if applicable.






    Exhibit HH-1


    	



    

 


[____],
a registered public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance
with the applicable servicing criteria for the Reporting Period.


 


[Date
of Certification]


 





	 	[Name of Reporting Servicer]
	 	 
		By:	
 
	 	 	Name:

Title:


 






    Exhibit HH-2


    	



    

 





EXHIBIT
II


 


CREFC®
PAYMENT INFORMATION


 


Payments
shall be made to “CRE Finance Council” and sent to:





Commercial
Real Estate Finance Council, Inc.





28
West 44th Street, Suite 815





New
York, NY 10036





Attn:
Executive Director


 


or
by wire transfer to:


 


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





Bank
Name: Chase





Bank
Address: 80 Broadway, New York, NY 10005





Routing
Number: 021000021





Account
Number: 213597397


 






    Exhibit II-1


    	



    

 


EXHIBIT
JJ


 


Form
of Notice of ADDITIONAL 





INDEBTEDNESS
NOTIFICATION


 


VIA
EMAIL:





To:
Wells Fargo Bank, National Association, as Certificate Administrator; cts.cmbs.bond.admin@wellsfargo.com, trustadministrationgroup@wellsfargo.com
and cts.sec.notifications@wellsfargo.com


 


Ref:
BANK 2020-BNK27, Additional Debt Notice for From 10-D


 


The
following information is being furnished to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing
Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	BANK
    2020-BNK27	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	BANK
    2020-BNK27	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	BANK
    2020-BNK27	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 



 






     Exhibit JJ-1


     


    

 


EXHIBIT
KK


 


[RESERVED]


 






    Exhibit KK-1


    	



    

 




EXHIBIT
LL


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR
ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:





CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM





 


FOR
ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells
Fargo Bank, National Association, as Certificate Administrator





9062
Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BANK 2020-BNK27—SEC REPORT PROCESSING





Email:
cts.sec.notifications@wellsfargo.com


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.04 of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing
Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor (the “Depositor”),
Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned, as [           ], hereby notifies you that certain
events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With
respect to the Collection Accounts and REO Account balance information:


 


	Account
    Name	Beginning
                                         Balance as of 

        

        MM/DD/YYYY

        
	Ending
                                         Balance as of 

        

        MM/DD/YYYY

        

	Master
    Servicer’s Collection Account	 	 
	REO
    Account	 	 


 


 



    Exhibit LL-1


    	



    




 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [           ], phone number: [           ]; email address: [            ].


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


cc:
Depositor


 






    Exhibit LL-2


    	



    

 


EXHIBIT
MM


 


Form
of notice of purchase of 

controlling class certificate


 


[Date]


 


Wells
Fargo Bank, National Association 



 as Certificate Administrator





9062
Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services (CMBS) – BANK 2020-BNK27


 


Wells
Fargo Bank, National Association

 as Master Servicer





Commercial
Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2020-BNK27 Asset Manager

Telecopy Number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


CWCapital
Asset Management LLC


  as Special Servicer





7501
Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (BANK 2020-BNK27)

Email: CWCAMnoticesBANK2020-BNK27@cwcapital.com



and with a copy to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department


 


Park
Bridge Lender Services LLC

 as Operating Advisor





600
Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2020-BNK27 – Surveillance

Manager (with a copy sent contemporaneously via email to


cmbs.notices@parkbridgefinancial.com)


 






    Exhibit MM-1


    	



    

 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27 (the “Certificates”)
                                         issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
                                         Agreement”), dated as of June 1, 2020, between Banc of America Merrill Lynch Commercial
                                         Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
                                         CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
                                         as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park
                                         Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer



 


This
letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer
by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original
principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were
issued pursuant to the Pooling and Servicing Agreement.


  


		1.	Our
                                         name and address is as follows:






 


___________________


___________________


___________________ 


 






Contact
Info: [Tel/Email]


 


		2.	[IF
                                         APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
                                         that we are purchasing a majority interest in the Class [__] Certificates, and that
                                         we are not affiliated with the Transferor. To the extent that any Control Termination
                                         Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__]
                                         Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby
                                         request that you reinstate such rights and post a “special notice” on your
                                         website to the following effect:



 


“A
Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer
of a majority interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All
capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.


 






    Exhibit MM-2


    	



    

 





	 	Very truly yours,
	 	 	 
	 	 	(Transferee)
	 	 	 
		By:	  
	 	 	Name:

Title:


 






    Exhibit MM-3


    	



    

 


EXHIBIT
NN


 


FORM
OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report.


 


		1.	We
                                         have performed an Asset Review on each [Subject] Loan identified in accordance with the
                                         terms of the Pooling and Servicing Agreement and our conclusion is that there is [no
                                         evidence of a failed Test] [evidence of [•] failed Test[s] as specifically detailed
                                         on the scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this report to the persons listed
                                         above, will not be required to take or participate in any other or further action with
                                         respect to the aforementioned Asset Review Report.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





 






 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information. 


 






    Exhibit NN-1


    	



    

 


 


	 	PARK BRIDGE LENDER SERVICES
LLC, 

as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company,
its sole member

	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole
        member

	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


 






    Exhibit NN-2


    	



    




Exhibit
A


 


Detailed
Scorecard

[Template Example Below]


 


	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	R&W
    #	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws	[Insert
    Test Description]	[Insert
    Test findings]
	31	Single-Purpose
    Entity	 	 



 






    Exhibit NN-3


    	



    

 


EXHIBIT
OO


 


FORM
OF ASSET REVIEW REPORT SUMMARY1


 


To:
[Addresses of Recipients]


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement,
and is hereby issuing the following Asset Review Report Summary.


 


		1.	We
                                         have performed an Asset Review on each [Subject] Loan identified in accordance with the
                                         terms of the Pooling and Servicing Agreement and our conclusion is that there is [no
                                         evidence of a failed Test][evidence of [__] failed Test[s] as identified on the summary
                                         scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall
                                         not constitute a determination by the Asset Representations Reviewer of (i) the existence
                                         or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
                                         it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not
                                         be sufficient to determine every instance of noncompliance.



 


		3.	The
                                         Asset Representations Reviewer, other than forwarding this Asset Review Report Summary
                                         to the parties listed above, will not be required to take or participate in any other
                                         or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized
                                         words and phrases used herein shall have the respective meanings assigned to them in
                                         the Pooling and Servicing Agreement.



 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


 



    Exhibit OO-1


    	



    

 


 





	 	PARK
    BRIDGE LENDER SERVICES LLC, 

    as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New
    York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited
    liability company, its sole member
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 





 






    Exhibit OO-2


    	



    

 





Exhibit
A


 


Summary
Scorecard

[Template Example Below]


 


	Test
                                         failures

         
	 	 	 	 
	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	Representations
    and Warranty #	Representation
    and Warranty Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws
	31	Single-Purpose
    Entity
	 	 	 	 	 	 	 



 






    Exhibit OO-3


    	



    

 


EXHIBIT
PP


 


ASSET
REVIEW PROCEDURES


 


In
the event of any conflict between this Exhibit PP and the terms of the Pooling and Servicing Agreement, the Pooling and Servicing
Agreement shall control and govern the Asset Representation Reviewer’s responsibilities and duties with respect to the Asset
Reviews.


 


Call
for Review and Collection and Inventory of Review Materials


 


	Step 1	Asset
Representations Reviewer (“ARR”) receives the following items before beginning its review:




 


		●	CREFC®
                                         Delinquent Mortgage Loan Status Report



 


		●	Notice
                                         of Asset Review Trigger (with attachments)



 


		●	Notice
                                         of Asset Review Vote Election



 


		●	Notice
                                         of Affirmative Asset Review Vote 



 


		●	Asset
                                         Review Notice



 


		●	List
                                         of all Subject Loans



 


		●	Review
                                         Materials for each Subject Loan via Secure Data Room access, including the Diligence
                                         File



 


		●	Any
                                         Unsolicited Information (if applicable)



 


Step
2 For each Subject Loan, ARR inventories all Review Materials to which ARR is provided access in the Secure Data Room
to determine what, if any, Review Materials for such Subject Loan are missing, using the list of documents provided in the definition
of “Mortgage File” of this Agreement, any comparable lists included in the related Mortgage Loan Purchase Agreement,
and any closing checklist from the origination of such Subject Loan, to guide its review and determination.



 






    Exhibit PP-1


    	



    

 


	Step 3	If ARR determines that the information made available
to it in the Secure Data Room with respect to any Subject Loan is missing any documents required to complete an Asset Review of
such Subject Loan, ARR prepares list of such missing documents and, within the time periods specified in Section 12.01
of this Agreement, (i) notifies the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with
respect to Specially Serviced Loans) of such missing documents, and request that the Master Servicer or the Special Servicer,
as the case may be, deliver to the ARR such missing document(s) to the extent in its possession and (ii) in the event any missing
documents are not provided by the Master Servicer or the Special Servicer, as the case may be, the ARR shall request such documents
from the related Mortgage Loan Seller.




 


Analysis
and Testing of Representations and Warranties


 


	Step 4	For each Subject Loan for which ARR has received all
Review Materials required to complete an Asset Review of such Subject Loan, ARR tests such Subject Loan for compliance with each
representation and warranty made by the related Mortgage Loan Seller with respect to such Subject Loan as follows:




 


		●	ARR
                                         reviews each representation and warranty and each item included in the Review Materials
                                         applicable or related to such representation or warranty to determine whether there is
                                         any evidence that such representation or warranty was not true when made by the related
                                         Mortgage Loan Seller.



 


		●	For
                                         each representation and warranty, ARR lists 



 


		●	all
                                         items from the Review Materials reviewed or used in its testing of such representation
                                         and warranty;



 


		●	whether
                                         ARR has determined that there is any evidence that such representation or warranty was
                                         not true when made by the related Mortgage Loan Seller; and



 


		○	if
                                         so, stating the aspect of the applicable representation or warranty that does not appear
                                         to have been true when made by the related Mortgage Loan Seller and ARR’s basis
                                         for its conclusion;



 


		○	completing
                                         the Asset Review Report by setting forth, for each [Subject Loan], the information contemplated
                                         herein with respect to each representation and warranty.



 


●
   ARR will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty
that it discovers evidence of during its review as contemplated herein.


 


 






    Exhibit PP-2


    	



    


 


EXHIBIT
QQ


 


FORM
OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR

REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BANK
2020-BNK27 


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial
Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,
Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an authorized representative of [the Asset Representations Reviewer][[_____],
                                         an entity designated by the Depositor to receive access to the secure Data Room].



 


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data Room available to any other person except in accordance
                                         with the Pooling and Servicing Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



 


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



 






    Exhibit QQ-1


     

    

 


		4.	[The
                                         undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser
                                         of any Certificate.]*



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[NAME
    OF PARTY],
	 	as
    [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:
    _______	 	 






 


 





	[Banc of America Merrill Lynch Commercial
    Mortgage Inc.,	 
	as Depositor]*	 
	 	 	 
	By:	 	 
	 	[Name]	 
	 	[Title]	 



 





 






* Required to the extent that
a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the Secure Data Room.


 









    Exhibit QQ-2


     

    

 








EXHIBIT
RR


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Wells
    Fargo Bank, National Association

    Commercial Mortgage Servicing

    Three Wells Fargo

    MAC D1050-084, 401 South Tryon Street,

    8th Floor

    Charlotte, North Carolina 28202

    Attention:  BANK 2020-BNK27 Asset Manager 

    Email:  commercial.servicing@wellsfargo.com	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BANK 2020-BNK27 – Surveillance

    Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 	 
	CWCapital
    Asset Management LLC

    7501 Wisconsin Avenue

    Bethesda, Maryland 20814

    Attention:  Brian Hanson (BANK 2020-BNK27)

    Email:  CWCAMnoticesBANK2020-BNK27@cwcapital.com

    

    and with a copy to:

    

    CWCapital Asset Management LLC

    7501 Wisconsin Avenue, Suite 500 West

    Bethesda, Maryland 20814

    Attention:  Legal Department	 



 

		Attention:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing
Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION
DATE]:


 


		1.	_____
                                          An additional Mortgage Loan has become a Delinquent Loan.



 






    Exhibit RR-1


     

    

 


		2.	_____
                                          A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____ An
                                         Asset Review Trigger has ceased to exist.



 


(check
all that apply)


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 





	 	Wells
    Fargo Bank, National Association, as Certificate Administrator for the Holders of the BANK 2020-BNK27, Commercial Mortgage
    Pass-Through Certificates, Series 2020-BNK27
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]



 






    Exhibit RR-2


     

    

 



 


EXHIBIT
SS


 


FORM
OF EXCHANGE LETTER


 


[Certificateholder’s
letterhead]


 


[Date]


 


Wells
Fargo Bank, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention:  Corporate Trust Services (CMBS) 


BANK
2020-BNK27

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	BANK
                                         2020-BNK27, Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27



 


In
accordance with Section 5.11(d) of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing
Agreement”), Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer, we hereby (i) certify that as of the above date, the undersigned is the beneficial owner of
the Exchangeable Certificate set forth below under “Exchangeable Certificates to be Surrendered”, is duly authorized
to deliver this notice to the Certificate Administrator and that such power has not been granted or assigned to any other Person
and the Certificate Administrator may conclusively rely upon this notice and (ii) give notice of our intent to present and surrender
the Exchangeable Certificates set forth below under “Exchangeable Certificates to be Surrendered” and all of our right,
title and interest in and to such Exchangeable Certificates, including all payments of interest thereon received after [_____________],
in exchange for the corresponding Exchangeable Certificates set forth below under “Exchangeable Certificates to be Received”.
We propose an Exchange Date of [______].


 


We
agree that upon such exchange, our interests in the portion(s) of the Exchangeable Certificates surrendered in exchange shall
be reduced and our interest in the portion(s) of the Exchangeable Certificates received in such exchange shall be increased.


 






    Exhibit SS-1


     

    

 


	 	Exchangeable
Certificates

to be Surrendered 
	Exchangeable
Certificates 

to be Received  

	Class(es)	[_]	[_]
	CUSIP	[_]	[_]
	Original
    Certificate Balance(s)/Notional Amount(s)	$[_]	$[_]
	Outstanding
    Certificate Balance(s)/Notional Amount(s)	$[_]	$[_]


 






    Exhibit SS-2


     

    

 


Our
Depository participant number is [________].


 





	 	Sincerely,
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	[Medallion Stamp Guarantee]	 	 



 






    Exhibit SS-3


     

    

 


Exhibit
TT


 


FORM
OF CERTIFICATE ADMINISTRATOR RECEIPT OF THE RR INTEREST


 


[Date]


 


Banc
of America Merrill Lynch Commercial Mortgage Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III


 


Bank
of America, National Association 


as
Retaining Sponsor 


One
Bryant Park 


New
York, New York 10036


 


Morgan
Stanley Bank, N.A. 


1585
Broadway 


New
York, New York 10036


 


Wells
Fargo Bank, National Association 


301
South College St. 


Charlotte,
North Carolina 28288


 


		Re:	BANK
                                         2020-BNK27,

                                         Commercial Mortgage Pass-Through Certificates, Series 2020-BNK27



 


In
accordance with Section 5.02 of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing
Agreement”), the Certificate Administrator hereby acknowledges receipt and possession of and further agrees that it
will hereafter hold in the Retained Interest Safekeeping Account $[_____] of the RR Interest in the form of a [144A Global Certificate][Definitive
Certificate] (CUSIP No. [_]), which constitute the RR Interest as defined in the Pooling and Servicing Agreement, for the benefit
of Bank of America, National Association, Morgan Stanley Bank, N.A. and Wells Fargo Bank, National Association, each an initial
Holder of the RR Interest, as the registered holders thereof. A copy of such RR Interest is attached as Exhibit A-1. Payments
on the RR Interest will be made to each registered holder thereof in accordance with the Pooling and Servicing Agreement.


 






    Exhibit TT-1


     

    

 


Capitalized
terms used but not defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 





	 	Wells
    Fargo Bank, National Association, as Certificate Administrator for the Holders of the BANK 2020-BNK27, Commercial Mortgage
    Pass-Through Certificates, Series 2020-BNK27
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


 






    Exhibit TT-2


     

    

 



 


SCHEDULE
1


 


Mortgage
Loans with Additional Debt


 


		1.	Bellagio
                                         Hotel and Casino



 


		2.	55
                                         Hudson Yards



 


		3.	525
                                         Market



 


		4.	200
                                         West 57th Street



 


		5.	Ralph
                                         Lauren HQ New Jersey



 


		6.	711
                                         Fifth Avenue



 


		7.	1633
                                         Broadway



 


		8.	560
                                         Mission Street



 






    Schedule 1-1


     

    

 


SCHEDULE
2


 


CLASS
A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


 


	Distribution
                                         Date 
	Class
                                         A-SB Planned Principal 

Balance ($) 

	July
    2020	4,339,000.00
	August
    2020	4,339,000.00
	September
    2020	4,339,000.00
	October
    2020	4,339,000.00
	November
    2020	4,339,000.00
	December
    2020	4,339,000.00
	January
    2021	4,339,000.00
	February
    2021	4,339,000.00
	March
    2021	4,339,000.00
	April
    2021	4,339,000.00
	May
    2021	4,339,000.00
	June
    2021	4,339,000.00
	July
    2021	4,339,000.00
	August
    2021	4,339,000.00
	September
    2021	4,339,000.00
	October
    2021	4,339,000.00
	November
    2021	4,339,000.00
	December
    2021	4,339,000.00
	January
    2022	4,339,000.00
	February
    2022	4,339,000.00
	March
    2022	4,339,000.00
	April
    2022	4,339,000.00
	May
    2022	4,339,000.00
	June
    2022	4,339,000.00
	July
    2022	4,339,000.00
	August
    2022	4,339,000.00
	September
    2022	4,339,000.00
	October
    2022	4,339,000.00
	November
    2022	4,339,000.00
	December
    2022	4,339,000.00
	January
    2023	4,339,000.00
	February
    2023	4,339,000.00
	March
    2023	4,339,000.00
	April
    2023	4,339,000.00
	May
    2023	4,339,000.00
	June
    2023	4,339,000.00
	July
    2023	4,339,000.00
	August
    2023	4,339,000.00
	September
    2023	4,339,000.00
	October
    2023	4,339,000.00
	November
    2023	4,339,000.00
	December
    2023	4,339,000.00
	January
    2024	4,339,000.00
	February
    2024	4,339,000.00
	March
    2024	4,339,000.00
	April
    2024	4,339,000.00
	May
    2024	4,339,000.00
	June
    2024	4,339,000.00
	July
    2024	4,339,000.00
	August
    2024	4,339,000.00
	September
    2024	4,339,000.00
	October
    2024	4,339,000.00
	November
    2024	4,339,000.00
	December
    2024	4,339,000.00
	January
    2025	4,339,000.00
	February
    2025	4,339,000.00
	March
    2025	4,339,000.00
	April
    2025	4,339,000.00









	Distribution
                                         Date 
	Class
                                         A-SB Planned Principal 

Balance ($) 

	May
    2025	4,339,000.00
	June
    2025	4,338,770.79
	July
    2025	4,262,998.56
	August
    2025	4,191,392.02
	September
    2025	4,119,554.67
	October
    2025	4,043,098.63
	November
    2025	3,970,783.27
	December
    2025	3,893,863.14
	January
    2026	3,821,066.73
	February
    2026	3,748,035.67
	March
    2026	3,661,723.64
	April
    2026	3,588,178.88
	May
    2026	3,510,065.15
	June
    2026	3,436,031.50
	July
    2026	3,357,443.14
	August
    2026	3,282,917.50
	September
    2026	3,208,151.64
	October
    2026	3,128,852.39
	November
    2026	3,053,589.87
	December
    2026	2,973,808.44
	January
    2027	2,898,046.11
	February
    2027	2,822,039.56
	March
    2027	2,733,031.31
	April
    2027	2,656,492.74
	May
    2027	2,575,472.43
	June
    2027	2,498,425.92
	July
    2027	2,416,912.47
	August
    2027	2,339,354.80
	September
    2027	2,261,547.11
	October
    2027	2,179,294.65
	November
    2027	2,100,970.95
	December
    2027	2,018,217.51
	January
    2028	1,939,374.51
	February
    2028	1,860,277.34
	March
    2028	1,772,620.76
	April
    2028	1,692,985.96
	May
    2028	1,608,959.62
	June
    2028	1,528,797.18
	July
    2028	1,444,258.57
	August
    2028	1,363,565.13
	September
    2028	1,282,611.54
	October
    2028	1,197,304.83
	November
    2028	1,115,815.21
	December
    2028	1,029,988.08
	January
    2029	947,959.01
	February
    2029	865,665.48
	March
    2029	770,960.33
	April
    2029	688,096.07
	May
    2029	600,934.36
	June
    2029	517,521.91
	July
    2029	429,827.97
	August
    2029	345,863.83
	September
    2029	261,628.98
	October
    2029	173,136.60
	November
    2029	88,344.83
	December
    2029 and thereafter	0








 






    Schedule 2-1


     

    

 


SCHEDULE
3


 


Specified
Mortgage Loans With Escrows or Reserves


 


	Mortgage
    Loan Number	Mortgage
    Loan Name	Reserve
    Description	Applicable
    Escrow or Reserve (Initial Amount)
	29	Cabela’s
    Outpost Saginaw	Rent
    Relief Reserve	$375,000



 






    Schedule 3-1