Exhibit 4.6  


 


EXECUTION VERSION

	 




 

BARCLAYS
COMMERCIAL MORTGAGE SECURITIES LLC,
as Depositor

 

MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
as Master Servicer

 

MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
as Special Servicer

 

WELLS
FARGO BANK, NATIONAL ASSOCIATION,
as Certificate Administrator

 

WELLS
FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

 

and

 

PENTALPHA
SURVEILLANCE LLC,
as Operating Advisor and
as Asset Representations Reviewer


 





 










 

POOLING
AND SERVICING AGREEMENT

 

Dated
as of February 1, 2020




 





 





 

BBCMS
Mortgage Trust 2020-C6
Commercial Mortgage Pass-Through Certificates
Series 2020-C6 

	 




 


     


     


    
 


TABLE
OF CONTENTS

 

	 

	 

	Page


	 

	 

	 


	ARTICLE
                                         I



	 

	 

	 


	DEFINITIONS



	 

	 

	 


	Section
                                         1.01

	Defined
                                         Terms

	9


	Section
                                         1.02

	Certain
                                         Calculations

	139


	 

	 

	 


	ARTICLE
                                         II


	 

	 

	 


	CONVEYANCE
                                         OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


	 

	 

	 


	Section
                                         2.01

	Conveyance
                                         of Mortgage Loans and Trust Subordinate Companion Loan

	141


	Section
                                         2.02

	Acceptance
                                         by Trustee

	149


	Section
                                         2.03

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

	154


	Section
                                         2.04

	Execution
                                         of Certificates; Issuance of Lower-Tier Regular Interests; Issuance of Trust Subordinate
                                         Companion Loan REMIC Regular Interests

	171


	Section
                                         2.05

	Creation
                                         of the Grantor Trust

	172


	 

	 

	 


	ARTICLE
                                         III


	 

	 

	 


	ADMINISTRATION
                                         AND SERVICING OF THE TRUST FUND


	 

	 

	 


	Section
                                         3.01

	Administration
                                         of the Mortgage Loans, the Serviced Companion Loans, and REO Properties

	 


	172


	Section
                                         3.02

	Collection
                                         of Mortgage Loan Payments

	180


	Section
                                         3.03

	Collection
                                         of Taxes, Assessments and Similar Items; Servicing Accounts

	190


	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 Gain-on-Sale
                                         Reserve Account, the VRR Certificate Gain-on-Sale Reserve Account, the F5 Tower Non-VRR
                                         Gain-On-Sale Reserve Account, the Excess Interest Distribution Account, the F5 Tower
                                         VRR Gain-On-Sale Reserve Account and the Trust Subordinate Companion Loan REMIC Distribution
                                         Account

	194


	Section
                                         3.05

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

	203




 


    -i- 


     


    
	Section
                                         3.06

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

	215


	Section
                                         3.07

	Maintenance
                                         of Insurance Policies; Errors and Omissions and Fidelity Coverage

	217


	Section
                                         3.08

	Enforcement
                                         of Due-on-Sale Clauses; Assumption Agreements

	223


	Section
                                         3.09

	Realization
                                         Upon Defaulted Loans and Companion Loans

	228


	Section
                                         3.10

	Trustee
                                         and Certificate Administrator to Cooperate; Release of Mortgage Files

	232


	Section
                                         3.11

	Servicing
                                         Compensation

	233


	Section
                                         3.12

	Inspections;
                                         Collection of Financial Statements; Delivery of Reports

	240


	Section
                                         3.13

	Access
                                         to Certain Information

	246


	Section
                                         3.14

	Title
                                         to REO Property; REO Account

	260


	Section
                                         3.15

	Management
                                         of REO Property

	261


	Section
                                         3.16

	Sale
                                         of Defaulted Loans and REO Properties

	264


	Section
                                         3.17

	Additional
                                         Obligations of Master Servicer and Special Servicer

	271


	Section
                                         3.18

	Modifications,
                                         Waivers, Amendments and Consents

	274


	Section
                                         3.19

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

	285


	Section
                                         3.20

	Sub-Servicing
                                         Agreements

	293


	Section
                                         3.21

	Interest
                                         Reserve Account

	297


	Section
                                         3.22

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

	297


	Section
                                         3.23

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

	297


	Section
                                         3.24

	Intercreditor
                                         Agreements

	302


	Section
                                         3.25

	Rating
                                         Agency Confirmation

	305


	Section
                                         3.26

	The
                                         Operating Advisor

	306


	Section
                                         3.27

	Companion
                                         Paying Agent

	314


	Section
                                         3.28

	Serviced
                                         Companion Noteholder Register

	315


	Section
                                         3.29

	Certain
                                         Matters Relating to the Whole Loans

	315


	Section
                                         3.30

	[RESERVED]

	318


	Section
                                         3.31

	Resignation
                                         upon Prohibited Risk Retention Affiliation

	318


	Section
                                         3.32

	[RESERVED]

	319


	Section
                                         3.33

	Delivery
                                         of Excluded Information to the Certificate Administrator

	319


	Section
                                         3.34

	Trust
                                         Subordinate Companion Loan

	320


	Section
                                         3.35

	F5
                                         Tower Loan-Specific Directing Certificateholder

	321


	 

	 

	 


	ARTICLE
                                         IV


	 

	 

	 


	DISTRIBUTIONS
                                         TO CERTIFICATEHOLDERS


	 

	 

	 


	Section
                                         4.01

	Distributions

	322


	Section
                                         4.02

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

	338




 


    -ii- 


     


    
	Section
                                         4.03

	P&I
                                         Advances

	345


	Section
                                         4.04

	Allocation
                                         of Realized Losses

	348


	Section
                                         4.05

	Appraisal
                                         Reduction Amounts; Collateral Deficiency Amounts

	350


	Section
                                         4.06

	Grantor
                                         Trust Reporting

	356


	Section
                                         4.07

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

	357


	Section
                                         4.08

	Secure
                                         Data Room

	360


	 

	 

	 


	ARTICLE
                                         V


	 

	 

	 


	THE
                                         CERTIFICATES


	 

	 

	 


	Section
                                         5.01

	The
                                         Certificates

	361


	Section
                                         5.02

	Form
                                         and Registration

	362


	Section
                                         5.03

	Registration
                                         of Transfer and Exchange of Certificates

	365


	Section
                                         5.04

	Mutilated,
                                         Destroyed, Lost or Stolen Certificates

	375


	Section
                                         5.05

	Persons
                                         Deemed Owners

	375


	Section
                                         5.06

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

	375


	Section
                                         5.07

	Maintenance
                                         of Office or Agency

	376


	Section
                                         5.08

	Appointment
                                         of Certificate Administrator

	377


	Section
                                         5.09

	[RESERVED]

	377


	Section
                                         5.10

	Voting
                                         Procedures

	377


	 

	 

	 


	ARTICLE
                                         VI


	 

	 

	 


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


	 

	 

	 


	Section
                                         6.01

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

	379


	Section
                                         6.02

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

	385


	Section
                                         6.03

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

	385


	Section
                                         6.04

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

	387


	Section
                                         6.05

	Depositor,
                                         Master Servicer and Special Servicer Not to Resign

	392


	Section
                                         6.06

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

	393


	Section
                                         6.07

	The
                                         Master Servicer and the Special Servicer as Certificate Owner

	393




 


    -iii- 


     


    
	Section
                                         6.08

	The
                                         Directing Certificateholder and the Risk Retention Consultation Parties

	393


	Section
                                         6.09

	Knowledge
                                         of Wells Fargo Bank, National Association

	402


	 

	 

	 


	ARTICLE
                                         VII


	 

	 

	 


	SERVICER TERMINATION EVENTS



	 
	Section
                                         7.01

	Servicer
                                         Termination Events; Master Servicer and Special Servicer Termination

	403


	Section
                                         7.02

	Trustee
                                         to Act; Appointment of Successor

	412


	Section
                                         7.03

	Notification
                                         to Certificateholders

	414


	Section
                                         7.04

	Waiver
                                         of Servicer Termination Events

	415


	Section
                                         7.05

	Trustee
                                         as Maker of Advances

	415


	 

	 

	 


	ARTICLE
                                         VIII


	 

	 

	 


	CONCERNING
                                         THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


	 

	 

	 


	Section
                                         8.01

	Duties
                                         of the Trustee and the Certificate Administrator

	416


	Section
                                         8.02

	Certain
                                         Matters Affecting the Trustee and the Certificate Administrator

	417


	Section
                                         8.03

	Trustee
                                         and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates
                                         or Mortgage Loans or Trust Subordinate Companion Loan

	419


	Section
                                         8.04

	Trustee
                                         or Certificate Administrator May Own Certificates

	420


	Section
                                         8.05

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

	420


	Section
                                         8.06

	Eligibility
                                         Requirements for Trustee and Certificate Administrator

	421


	Section
                                         8.07

	Resignation
                                         and Removal of the Trustee and Certificate Administrator

	422


	Section
                                         8.08

	Successor
                                         Trustee or Certificate Administrator

	425


	Section
                                         8.09

	Merger
                                         or Consolidation of Trustee or Certificate Administrator

	425


	Section
                                         8.10

	Appointment
                                         of Co-Trustee or Separate Trustee

	426


	Section
                                         8.11

	Appointment
                                         of Custodians

	427


	Section
                                         8.12

	Representations
                                         and Warranties of the Trustee

	427


	Section
                                         8.13

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

	428


	Section
                                         8.14

	Representations
                                         and Warranties of the Certificate Administrator

	428


	Section
                                         8.15

	Compliance
                                         with the PATRIOT Act

	430


	 

	 

	 


	ARTICLE
                                         IX


	 

	 

	 


	TERMINATION


	 

	 

	 


	Section
                                         9.01

	Termination
                                         upon Repurchase or Liquidation of All Mortgage Loans and the Trust Subordinate Companion
                                         Loan

	430


	Section
                                         9.02

	Additional
                                         Termination Requirements

	434




 


    -iv- 


     


    
	ARTICLE
                                         X


	 

	 

	 


	ADDITIONAL
                                         REMIC PROVISIONS


	 

	 

	 


	Section
                                         10.01

	REMIC
                                         Administration

	435


	Section
                                         10.02

	Use
                                         of Agents

	439


	Section
                                         10.03

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

	439


	Section
                                         10.04

	Appointment
                                         of REMIC Administrators

	439


	 

	 

	 


	ARTICLE
                                         XI


	 

	 

	 


	EXCHANGE
                                         ACT REPORTING AND REGULATION AB COMPLIANCE


	 

	 

	 


	Section
                                         11.01

	Intent
                                         of the Parties; Reasonableness

	440


	Section
                                         11.02

	Succession;
                                         Subcontractors

	441


	Section
                                         11.03

	Filing
                                         Obligations

	443


	Section
                                         11.04

	Form
                                         10-D and Form ABS-EE Filings

	444


	Section
                                         11.05

	Form
                                         10-K Filings

	448


	Section
                                         11.06

	Sarbanes-Oxley
                                         Certification

	451


	Section
                                         11.07

	Form
                                         8-K Filings

	453


	Section
                                         11.08

	Form
                                         15 Filing

	455


	Section
                                         11.09

	Annual
                                         Compliance Statements

	455


	Section
                                         11.10

	Annual
                                         Reports on Assessment of Compliance with Servicing Criteria

	457


	Section
                                         11.11

	Annual
                                         Independent Public Accountants’ Attestation Report

	459


	Section
                                         11.12

	Indemnification

	460


	Section
                                         11.13

	Amendments

	463


	Section
                                         11.14

	Regulation
                                         AB Notices

	463


	Section
                                         11.15

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

	463


	Section
                                         11.16

	Certain
                                         Matters Regarding Significant Obligors

	469


	Section
                                         11.17

	Impact
                                         of Cure Period

	469


	 

	 

	 


	ARTICLE
                                         XII


	 

	 

	 


	THE
                                         ASSET REPRESENTATIONS REVIEWER


	 

	 

	 


	Section
                                         12.01

	Asset
                                         Review

	469


	Section
                                         12.02

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

	475


	Section
                                         12.03

	Resignation
                                         of the Asset Representations Reviewer

	476


	Section
                                         12.04

	Restrictions
                                         of the Asset Representations Reviewer

	476


	Section
                                         12.05

	Termination
                                         of the Asset Representations Reviewer

	477




 






    -v- 


     


    

 

	ARTICLE
                                         XIII


	 

	 

	 


	MISCELLANEOUS
                                         PROVISIONS


	 

	 

	 


	Section
                                         13.01

	Amendment

	480


	Section
                                         13.02

	Recordation
                                         of Agreement; Counterparts

	485


	Section
                                         13.03

	Limitation
                                         on Rights of Certificateholders

	485


	Section
                                         13.04

	Governing
                                         Law; Submission to Jurisdiction; Waiver of Jury Trial

	486


	Section
                                         13.05

	Notices

	487


	Section
                                         13.06

	Severability
                                         of Provisions

	494


	Section
                                         13.07

	Grant
                                         of a Security Interest

	494


	Section
                                         13.08

	Successors
                                         and Assigns; Third Party Beneficiaries

	494


	Section
                                         13.09

	Article
                                         and Section Headings

	495


	Section
                                         13.10

	Notices
                                         to the Rating Agencies

	495


	Section
                                         13.11

	Recognition
                                         of U.S. Special Resolution Regimes

	497


	Section
                                         13.12

	Limitation
                                         on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings

	498


	Section
                                         13.13

	PNC
                                         Bank, National Association

	498




 


    -vi- 


     


    
	EXHIBITS

	 


	 

	 


	EXHIBIT
                                         A-1

	Form
                                         of Certificate (Other than Class R and Class S Certificates, the VRR Interest and the
                                         F5T-VRR Interest)


	EXHIBIT
                                         A-2

	Form
                                         of Class R Certificate


	EXHIBIT
                                         A-3

	Form
                                         of Class S Certificate


	EXHIBIT
                                         A-4

	Form
                                         of VRR Interest


	EXHIBIT
                                         A-5

	Form
                                         of Class F5T Certificate


	EXHIBIT
                                         A-6

	Form
                                         of F5T-VRR 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 the HRR Certificates


	EXHIBIT
                                         D-4

	Form
                                         of Transferor Certificate for Transfers of the HRR Certificates


	EXHIBIT
                                         D-5

	Form
                                         of Transferee Certificate for Transfers of the VRR Interest or F5T- VRR Interest


	EXHIBIT
                                         D-6

	Form
                                         of Transferor Certificate for Transfers of the VRR Interest or F5T- VRR 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 and Class S 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 Risk Retention Consultation Party
                                         (for Persons other than the Directing Certificateholder, a Controlling Class Certificateholder
                                         and/or a F5 Tower Controlling Class Certificateholder)


	EXHIBIT
                                         P-1B

	Form
                                         of Investor Certification for Non-Borrower Party (for the Directing Certificateholder,
                                         a Controlling Class Certificateholder and/or a F5 Tower Controlling Class Certificateholder)




 


    -vii- 


     


    
	EXHIBIT
                                         P-1C

	Form
                                         of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder,
                                         a Controlling Class Certificateholder, a Risk Retention Consultation Party and/or a F5
                                         Tower Controlling Class Certificateholder)


	EXHIBIT
                                         P-1D

	Form
                                         of Investor Certification for Borrower Party (for the Directing Certificateholder, a
                                         Controlling Class Certificateholder and/or a F5 Tower 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


	EXHIBIT
                                         P-1H

	Form
                                         of Certification of a 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

	Form
                                         of Power of Attorney by Trustee for Master Servicer and Special Servicer


	EXHIBIT
                                         S

	Initial
                                         Serviced Companion Noteholders


	EXHIBIT
                                         T

	Form
                                         of Notice for 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 Special Servicer


	EXHIBIT
                                         X

	Form
                                         of Confidentiality Agreement


	EXHIBIT
                                         Y

	Form
                                         Certification to be Provided with Form 10-K


	EXHIBIT
                                         Z-1

	Form
                                         of Certification to be Provided to Depositor by Certificate Administrator


	EXHIBIT
                                         Z-2

	Form
                                         of Certification to be Provided to Depositor by Master Servicer


	EXHIBIT
                                         Z-3

	Form
                                         of Certification to be Provided to Depositor by Special Servicer


	EXHIBIT
                                         Z-4

	Form
                                         of Certification to be Provided to Depositor by Trustee


	EXHIBIT
                                         Z-5

	Form
                                         of Certification to be Provided to Depositor by Operating Advisor


	EXHIBIT
                                         Z-6

	Form
                                         of Certification to be Provided to Depositor by Custodian


	EXHIBIT
                                         Z-7

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


	EXHIBIT
                                         AA

	Servicing
                                         Criteria to be Addressed in Assessment of Compliance


	EXHIBIT
                                         BB

	Additional
                                         Form 10-D Disclosure


	EXHIBIT
                                         CC

	Additional
                                         Form 10-K Disclosure


	EXHIBIT
                                         DD

	Form
                                         8-K Disclosure Information


	EXHIBIT
                                         EE

	Additional
                                         Disclosure Notification


	EXHIBIT
                                         FF

	Initial
                                         Sub-Servicers


	EXHIBIT
                                         GG

	Servicing
                                         Function Participants


	EXHIBIT
                                         HH

	Form
                                         of Annual Compliance Statement


	EXHIBIT
                                         II

	Form
                                         of Report on Assessment of Compliance with Servicing Criteria


	EXHIBIT
                                         JJ

	CREFC®
                                         Payment Information


	EXHIBIT
                                         KK

	Form
                                         of Notice of Additional Indebtedness


	EXHIBIT
                                         LL

	[RESERVED]




 


    -viii- 


     


    
	EXHIBIT
                                         MM

	Additional
                                         Disclosure Notification (Accounts)


	EXHIBIT
                                         NN

	Form
                                         of Notice of Purchase of Controlling Class Certificate


	EXHIBIT
                                         OO

	Form
                                         of Asset Review Report by the Asset Representations Reviewer


	EXHIBIT
                                         PP

	Form
                                         of Asset Review Report Summary


	EXHIBIT
                                         QQ

	Asset
                                         Review Procedures


	EXHIBIT
                                         RR

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


	EXHIBIT
                                         SS

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


	EXHIBIT
                                         TT

	Form
                                         of Certificate Administrator Receipt in Respect of the Risk Retention Certificates


	 	 
	SCHEDULES

	 


	 	 
	SCHEDULE
                                         1

	Mortgage
                                         Loans With Additional Debt


	SCHEDULE
                                         2

	Class
                                         A-SB Planned Principal Balance Schedule


	SCHEDULE
                                         3

	Designated
                                         Escrows and Reserves




 


    -ix- 


     


    
 


This
Pooling and Servicing Agreement is dated and effective as of February 1, 2020, between Barclays Commercial Mortgage Securities
LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance 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 and a separate trust subordinate companion loan interest in one commercial mortgage loan.  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
three separate real estate mortgage investment conduits (the “Upper-Tier REMIC”, the “Lower-Tier REMIC”
and the “Trust Subordinate Companion Loan REMIC”, and each a “Trust REMIC” as described
herein).

 

In
addition, the portion of the Trust Fund consisting of the entitlement to Excess Interest and amounts in the Excess Interest Distribution
Account will be treated as a grantor trust (the “Grantor Trust”) for federal income tax purposes, and the Class
S Certificates, the VRR Interest and the Loan-Specific Certificates will represent undivided beneficial interests in the Grantor
Trust. As provided herein, the Certificate Administrator shall take all actions expressly required hereunder to ensure that the
portion of the Trust Fund consisting of the Grantor Trust maintains its status as a Grantor Trust under federal income tax law
and not be treated as part of the Trust REMICs.

 

The
Depositor intends (i) to sell the Certificates (other than the VRR Interest and the F5T-VRR Interest) to the Underwriters and
the Initial Purchasers and the Loan-Specific Initial Purchasers, (ii) to cause the VRR Interest and $3,941,000 Certificate Balance
of the F5T-VRR Interest to be owned on the Closing Date by Barclays Bank PLC and (iii) to cause $1,689,000 Certificate Balance
of the F5T-VRR Interest to be owned on the Closing Date by DBRI (or its majority-owned affiliate).

 

TRUST
SUBORDINATE COMPANION LOAN REMIC

 

The
Trust Subordinate Companion Loan REMIC will hold the Trust Subordinate Companion Loan and the proceeds of such Trust
Subordinate Companion Loan (excluding any entitlement to Excess Interest, the Excess Interest Distribution Account and any
proceeds thereon), together with its allocable share of any related property acquired by foreclosure or deed-in-lieu of
foreclosure and will issue the Class LF5TA, Class LF5TB, Class LF5TC, Class LF5TD and Class LF5TVRR Uncertificated Interests
as the “regular interests” in the Trust Subordinate Companion Loan REMIC (the “Trust Subordinate
Companion Loan REMIC Regular Interests”) and the uncertificated Class F5T-R Interest, which is the sole class of
residual interests in the Trust Subordinate Companion Loan REMIC and is represented by the Class R Certificates.  Any
F5

 


     


     


    
Tower
Available Funds remaining in the Trust Subordinate Companion Loan REMIC Distribution Account after all required distributions
under this Agreement have been made to the Loan-Specific Certificates will be deemed distributed to the Class F5T-R Interest and
shall be payable to the Holders of the Class R Certificates.

 

The
Holders of the Loan-Specific Certificates shall only be entitled to receive distributions in respect of, and shall only incur
losses with respect to, the Trust Subordinate Companion Loan.  No Class of Certificates other than the Loan-Specific Certificates
and the Class R Certificates shall otherwise have an interest in the Trust Subordinate Companion Loan.  The following table
sets forth the Original Lower-Tier Principal Amounts and per annum rates of interest for the Trust Subordinate Companion Loan
REMIC Regular Interests and the Class F5T-R Interest:

 

	Class
                                         Designation 

	 

	Pass-Through
                                         Rate 

	 

	Original
                                         Lower-Tier
Principal Amount 


	Class
                                         LF5TA

	 

	(1)

	 

	$

	23,085,000

	 


	Class
                                         LF5TB

	 

	(1)

	 

	$

	26,410,000

	 


	Class
                                         LF5TC

	 

	(1)

	 

	$

	28,690,000

	 


	Class
                                         LF5TD

	 

	(1)

	 

	$

	28,785,000

	 


	Class
                                         LF5TVRR

	 

	(1)

	 

	$

	5,630,000

	(2)


	Class
                                         F5T-R

	 

	(3)

	 

	$

	 

	(3)




 





 










	(1)

	The
                 pass-through rate for each Class of Trust Subordinate Companion Loan REMIC Regular Interests on any Distribution
                 Date will be the F5 Tower Weighted Average Net Mortgage Rate for such Distribution Date.




 

	(2)

	The
                 LF5TVRR Uncertificated Interest will have an original principal balance equal to the F5 Tower VRR Percentage
                 multiplied by the aggregate Cut-off Date Balance of the Trust Subordinate Companion Loan.




 

	(3)

	The
                 Class F5T-R 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 F5 Tower Available Funds remaining in the Trust Subordinate Companion Loan REMIC Distribution
                 Account after distributing the Trust Subordinate Companion Loan REMIC Distribution Amount will be deemed distributed
                 to the Class F5T-R Interest and shall be payable to the Holders of the Class R Certificates.




 

LOWER-TIER
REMIC

 

The
Lower-Tier REMIC will hold the Mortgage Loans (excluding any entitlement to any Excess Interest, the Excess Interest Distribution
Account and any proceeds thereon) and will issue the Class LA1, Class LA2, Class LA3, Class LA4, Class LASB, Class LAS, Class
LB, Class LC, Class LD, Class LE, Class LFRR, Class LGRR, Class LHRR, Class LJRR and Class LNRRR Uncertificated Interests (the
“Lower-Tier Regular Interests”), which will evidence the “regular interests” in the Lower-Tier
REMIC created hereunder.  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:

 


    -2-


     


    
	Class
                                         Designation 

	 

	Interest
                                         Rate 

	 

	Original
                                         Lower-Tier Principal Amount 


	Class
                                         LA1

	 

	(1)

	 

	$14,352,000


	Class
                                         LA2

	 

	(1)

	 

	$88,400,000


	Class
                                         LA3

	 

	(1)

	 

	$208,000,000


	Class
                                         LA4

	 

	(1)

	 

	$278,300,000


	Class
                                         LASB

	 

	(1)

	 

	$26,810,000


	Class
                                         LAS

	 

	(1)

	 

	$105,576,000


	Class
                                         LB

	 

	(1)

	 

	$37,392,000


	Class
                                         LC

	 

	(1)

	 

	$34,092,000


	Class
                                         LD

	 

	(1)

	 

	$12,097,000


	Class
                                         LE

	 

	(1)

	 

	$17,596,000


	Class
                                         LFRR

	 

	(1)

	 

	$8,798,000


	Class
                                         LGRR

	 

	(1)

	 

	$13,198,000


	Class
                                         LHRR

	 

	(1)

	 

	$8,798,000


	Class
                                         LJRR

	 

	(1)

	 

	$9,897,000


	Class
                                         LNRRR

	 

	(1)

	 

	$16,497,146


	Class
                                         LVRR

	 

	(1)

	 

	$24,200,000


	Class
                                         LR

	 

	None(2)

	 

	None(2)




 





 





	(1)

	The
                 interest rate for each Class of Lower-Tier Regular Interests on any Distribution Date will be the Pooled 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 Pooled 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 the Trust Subordinate Companion Loan REMIC Regular Interests and
will issue (in each case, exclusive of the right to receive Excess Interest, if any) (i) the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-SB, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D,
Class E, Class F-RR, Class G-RR, Class H-RR, Class J-RR and Class NR-RR Certificates, (ii) the Class F5T-A, Class F5T-B,
Class F5T-C and Class F5T-D Certificates and the F5T-VRR Interest, and (iii) the Class VRR Upper-Tier Regular Interest, each of
which represents a “regular interest” in the Upper-Tier REMIC created hereunder.  The Upper-Tier REMIC regular
interests will have the same Pass-Through Rates as their corresponding Certificates and the same original principal amounts or
notional amounts as the original certificate balance or notional amount, as applicable, of their corresponding Certificates as
shown on the “Certificates” table, below.

 

The
Upper-Tier REMIC shall also issue the uncertificated Class UR Interest, which is 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 UR
Interest 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 Available Funds remaining in the

 


    -3-


     


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

 

The
foregoing REMIC structure is intended to cause all of the cash from the Mortgage Loan and the Trust Subordinate Companion Loan
(excluding any Excess Interest) to flow through to the Upper-Tier REMIC as cash flow on the Regular Certificates, without creating
any shortfall, actual or potential (other than for credit losses), to any Regular Certificate.  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
CERTIFICATES

 

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 Certificates:

 

	Class
                                         of Certificates 

	 

	Approximate
                                         Initial Pass-Through Rate 

	 

	Original
                                         Certificate Balance or Original Notional Amount 


	Class
                                         A-1 Certificates

	 

	1.80600%

	 

	$14,352,000


	Class
                                         A-2 Certificates

	 

	2.69000%

	 

	$88,400,000


	Class
                                         A-3 Certificates

	 

	2.39000%

	 

	$208,000,000


	Class
                                         A-4 Certificates

	 

	2.63900%

	 

	$278,300,000


	Class
                                         A-SB Certificates

	 

	2.59500%

	 

	$26,810,000


	Class
                                         X-A Certificates

	 

	1.06037%(1)

	 

	$615,862,000(2)


	Class
                                         X-B Certificates

	 

	0.67892%(1)

	 

	$177,060,000(2)


	Class
                                         X-D Certificates

	 

	1.20127%(1)

	 

	$29,693,000(2)


	Class
                                         A-S Certificates

	 

	2.84000%

	 

	$105,576,000


	Class
                                         B Certificates

	 

	3.04300%

	 

	$37,392,000


	Class
                                         C Certificates

	 

	3.04500%

	 

	$34,092,000


	Class
                                         D Certificates

	 

	2.40000%

	 

	$12,097,000


	Class
                                         E Certificates

	 

	2.40000%

	 

	$17,596,000


	Class
                                         F-RR Certificates

	 

	3.60127%

	 

	$8,798,000


	Class
                                         G-RR Certificates

	 

	3.60127%

	 

	$13,198,000


	Class
                                         H-RR Certificates

	 

	3.60127%

	 

	$8,798,000


	Class
                                         J-RR Certificates

	 

	3.60127%

	 

	$9,897,000


	Class
                                         NR-RR Certificates

	 

	3.60127%

	 

	$16,497,146


	Class F5T-A
                                         Certificates

	 

	3.68835%

	 

	$23,085,000


	Class F5T-B
                                         Certificates

	 

	3.68835%

	 

	$26,410,000


	Class F5T-C
                                         Certificates

	 

	3.68835%

	 

	$28,690,000


	Class F5T-D
                                         Certificates

	 

	3.68835%

	 

	$28,785,000





 






    -4-


     


    

 





	Class
                                         of Certificates 

	 

	Approximate
                                         Initial Pass-Through Rate 

	 

	Original
                                         Certificate Balance or Original Notional Amount 


	Class
                                         R Certificates

	 

	None(3)

	 

	N/A


	Class
                                         S Certificates

	 

	None(3)

	 

	N/A


	VRR
                                         Interest

	 

	(4)

	 

	$24,200,000


	F5T-VRR
                                         Interest

	 

	(5)

	 

	$5,630,000




 





 





	(1)

	The
                 Pass-Through Rate 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 and Class X-D Certificates will have a Certificate Balance; rather, such Classes
                 will accrue interest as provided herein on the Class X-A Notional Amount, the Class X-B Notional Amount and the
                 Class X-D Notional Amount, as applicable.




 

	(3)

	Neither
                 the Class R nor the Class S Certificates will 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 remaining in the Upper-Tier REMIC Distribution Account, after all required distributions under this Agreement
                 have been made to each Class of Regular Certificates will be deemed distributed to the Class UR Interest and
                 shall be payable to the Holders of the Class R Certificates.




 

	(4)

	Although
                 its does not have a specified Pass-Through Rate (other than for tax reporting purposes), the effective interest
                 rate for the VRR Interest on any Distribution Date will be the Pooled Weighted Average Net Mortgage Rate for
                 such Distribution Date.




 

	(5)

	Although
                 its does not have a specified Pass-Through Rate (other than for tax reporting purposes), the effective interest
                 rate for the F5T-VRR Interest on any Distribution Date will be the F5 Tower Weighted Average Net Mortgage Rate
                 for such Distribution Date.




 

THE
GRANTOR TRUST

 

The
portions of the Trust Fund consisting of the Loan- Specific Certificates Specific Grantor Trust Assets, the Class VRR Interest
Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets shall be classified as a trust under Treasury Regulations
section 301.7701-4 and the holders of the Certificates representing beneficial ownership interests in such assets and cashflows
shall be the tax owners of such assets and cashflows under Code Section 671 (such a trust, a “Grantor Trust”). 
As provided herein, the Certificate Administrator shall not take any actions that would cause the Grantor Trust to either (i) lose
its tax status as a “grantor trust” under the Code or (ii) be treated as part of any Trust REMIC.

 

The
following table sets forth the Class designation, the approximate initial interest entitlements, the initial Certificate Balance
and the assets (and cashflows) underlying each Certificate representing an interest in the Grantor Trust:

 


    -5-


     


    
	Class Designation

	 

	Interest
                                         Entitlements 
 (per annum)

	 

	Original
                                         Certificate Balance

	 

	Specific
                                         Grantor Trust Assets Represented by such Certificate


	VRR
                                         Interest

	 

	(1)

	 

	$24,200,000

	 

	 

	Class
                                         VRR Interest Specific Grantor Trust Assets


	Class S

	 

	(2)

	 

	(2)

	 

	 

	Class
                                         S Specific Grantor Trust Assets


	Class F5T-A

	 

	(3)

	 

	$23,085,000

	 

	 

	Loan-Specific
                                         Certificates Specific Grantor Trust Assets(5)


	Class F5T-B

	 

	(3)

	 

	$26,410,000

	 

	 

	Loan-Specific
                                         Certificates Specific Grantor Trust Assets(5)


	Class F5T-C

	 

	(3)

	 

	$28,690,000

	 

	 

	Loan-Specific
                                         Certificates Specific Grantor Trust Assets(5)


	Class F5T-D

	 

	(3)

	 

	$28,785,000

	 

	 

	Loan-Specific
                                         Certificates Specific Grantor Trust Assets(5)


	F5T-VRR
                                         Interest

	 

	(4)

	 

	$5,630,000

	 

	 

	Loan-Specific
                                         Certificates Specific Grantor Trust Assets(5)




 

	(1)

	The
                 VRR Interest will not have a Pass-Through Rate.  Instead these Certificates will entitle the Holders to
                 interest on any Distribution Date in an amount equal to the Pooled VRR Interest Distribution Amount for such
                 Distribution Date. The VRR Interest will also be entitled to the Pooled VRR Percentage of the Excess Interest
                 for such Distribution Date.




 

	(2)

	The
                 Class S Certificates represent undivided beneficial ownership interest in the entitlement to the Pooled
                 Non-VRR Percentage of the Excess Interest.  The Class S Certificates are not entitled to distributions
                 in respect of principal or interest other than as described in the preceding sentence.




 

	(3)

	Each
                 Loan-Specific Certificate other than the F5T-VRR Interest will be entitled to the F5 Tower Non-VRR Percentage
                 of the Excess Interest for such Distribution Date, which shall be allocable to each such Loan-Specific Certificate
                 pro rata in accordance with each such Certificate’s respective Original Certificate Balance.




 

	(4)

	The
                 F5T-VRR Interest will not have a Pass-Through Rate.  Instead these Certificates will entitle the Holders
                 to interest on any Distribution Date in an amount equal to the F5 Tower VRR Interest Distribution Amount for
                 such Distribution Date. The F5T-VRR Interest will also be entitled to the F5 Tower VRR Percentage of the Excess
                 Interest for such Distribution Date.




 

	(5)

	Each
                 respective Loan-Specific Certificate represents an undivided beneficial interest in the Loan-Specific Certificates
                 Specific Grantor Trust Assets in an amount equal to the product of (i) the Loan-Specific Certificates Specific
                 Grantor Trust Assets multiplied by (ii) a fraction, the numerator of which is the Original Certificate Balance
                 of the respective Loan-Specific Certificate, and the denominator of which is the aggregate Original Certificate
                 Balance of all the Loan-Specific Certificates.




 

On
the Closing Date, the Depositor is selling, assigning and transferring and otherwise conveying to Barclays Bank PLC (as a “majority-owned
affiliate” (as defined in the Risk Retention Rules) of Barclays), the VRR Interest (which assignment, transfer and conveyance

 


    -6-


     


    
shall,
solely for purposes of satisfying the requirements of Section 3(a) and Section 4(a)(3) of the Risk Retention Rule, be deemed assigned,
transferred and conveyed from the Depositor to Barclays and from Barclays to Barclays Bank PLC).

 

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 $904,003,147.  As of the close of business
on the Cut-off Date, the Trust Subordinate Companion Loan had an aggregate principal balance, after application of all payments
of principal due on or before such date, whether or not received, equal to $112,600,000.

 

WHOLE
LOANS

 

The
Trust includes several Mortgage Loans each of which is part of a whole loan structure secured by the same Mortgaged Property. 
The Whole Loans relating to the Trust are the whole loans secured by the Mortgaged Properties identified in the following table. 
The table also lists, for each Whole Loan, the type of the Whole Loan, the Non-Serviced PSA (if any), and the type of Companion
Loan(s).

 

	Whole
                                         Loan

	Type

	Non-Serviced
                                         PSA

	Companion
                                         Loan Name

	Companion
                                         Loan Type


	Parkmerced

	Non-Serviced

	MRCD
                                         2019-PARK

	Note
                                         A-1

Note
A-2

Note
A-4

Note
A-5

Note
A-6

Note
A-7

Note
A-8

Note
A-9

Note
A-10

Note
B-1

Note
B-2

Note
C-1

Note
C-2

	Pari
                                         Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Subordinate

Subordinate

Subordinate

Subordinate


	650
                                         Madison Avenue

	Non-Serviced

	MAD
                                         2019-650M

	Note
                                         A-1-1

Note
A-1-2-1

Note
A-1-3

Note
A-1-4

Note
A-1-5

Note
A-1-6

Note
A-2-1

Note
A-2-2

Note
A-2-3

Note
A-2-4

Note
A-2-5

Note
A-2-6

Note
A-2-7

Note
A-2-8

Note
A-3-2

Note
A-3-3

Note
A-4

Note
A-5

Note
A-6

Note
A-7

Note
B-1

Note
B-2

Note
B-3

Note
B-4

	Pari
                                         Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Subordinate

Subordinate

Subordinate

Subordinate




 


    -7-


     


    
	Whole
                                         Loan

	Type

	Non-Serviced
                                         PSA

	Companion
                                         Loan Name

	Companion
                                         Loan Type


	Kings
                                         Plaza

	Non-Serviced

	Benchmark
                                         2020-B16(1)

	Note
                                         A-1-1

Note
A-1-2

Note
A-1-3

Note
A-1-4

Note
A-2-2

Note
A-2-3

Note
A-2-4

Note
A-3-1

Note
A-3-2

Note
A-3-3

Note
A-3-4

	Pari
                                         Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu


	545
                                         Washington Boulevard

	Non-Serviced

	BANK
                                         2020-BNK25

	Note
                                         A-1

Note
A-2

Note
A-3

	Pari
                                         Passu

Pari
Passu

Pari
Passu


	F5
                                         Tower

	Serviced

	N/A

	Note
                                         A-1-B

Note
A-1-C

Note
A-2

	Pari
                                         Passu

Pari
Passu

Pari
Passu


	Exchange
                                         on Erwin

	Serviced

	N/A

	Note
                                         A-2

	Pari
                                         Passu


	Bellagio
                                         Hotel and Casino

	Non-Serviced

	BX
                                         2019-OC11

	Note
                                         A-1-S1

Note
A-1-S2

Note
A-2-S1

Note
A-2-S2

Note
A-3-S1

Note
A-3-S2

Note
A-1-RL

Note
A-2-RL

Note
A-3-RL

Note
A-1-C1

Note
A-1-C2

Note
A-1-C3

Note
A-1-C4

Note
A-1-C5

Note
A-2-C1

Note
A-2-C2

Note
A-2-C3

Note
A-3-C1

Note
A-3-C2

Note
A-3-C5

Note
A-3-C6

Note
B-1-S

Note
B-2-S

Note
B-3-S

Note
B-1-RL

Note
B-2-RL

Note
B-3-RL

Note
C-1-S

Note
C-2-S

Note
C-3-S

	Pari
                                         Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Pari
Passu

Subordinate

Subordinate

Subordinate

Subordinate

Subordinate

Subordinate

Subordinate

Subordinate

Subordinate


	ExchangeRight
                                         Net Leased Portfolio #31

	Serviced

	N/A

	Note
                                         A-2

	Pari
                                         Passu




 

	 

	(1)

	On
                 and after the securitization of the Kings Plaza pari passu note A-1-1, the Kings Plaza Whole Loan will be serviced
                 pursuant to the Non-Serviced PSA governing the securitization of the Kings Plaza pari passu note A-1-1.




 

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 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. 

 


    -8-


     


    
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 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).

 

“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.

 

“30/360
Mortgage Loans”:  The Mortgage Loans indicated as such in the Mortgage Loan Schedule.

 

“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 any 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 amended in accordance with the terms thereof.

 

“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

 


    -9-


     


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

 

“AB
Mortgage Loan”:  A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that
is part of the Trust Fund.

 

“AB
Mortgaged Property”:  The Mortgaged Property which secures the related AB Whole Loan.

 

“AB
Subordinate Companion Loan”:  With respect to any AB Whole Loan, the 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 (other than the Trust Subordinate Companion Loan) 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 Intercreditor Agreement. 
For the avoidance of doubt, the Parkmerced Subordinate Companion Loans, the 650 Madison Avenue Subordinate Companion Loans, the
F5 Tower Subordinate Companion Loans and the Bellagio Hotel and Casino Subordinate Companion Loans are the only AB Subordinate
Companion Loans related to the Trust as of the Closing Date.

 

“AB
Whole Loan”:  A Whole Loan that consists of a Mortgage Loan and a related AB Subordinate Companion Loan and may
include one or more Pari Passu Companion Loans.  The AB Whole Loans related to the Trust as of the Closing Date are the Whole
Loans described in the table under the heading “Whole Loans” in the Preliminary Statement hereto as having a “Companion
Loan Type” of “Pari Passu and Subordinate” or “Subordinate”.  For the avoidance of doubt, the
Parkmerced Whole Loan, the 650 Madison Avenue Whole Loan, the F5 Tower Whole Loan and the Bellagio Hotel and Casino Whole Loan
are the only AB Whole Loans related to the Trust as of the Closing Date.

 

“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 Mortgage Loan (other than any Non-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

 


    -10-


     


    
Serviced
Loan) or the Special Servicer (with respect to a Specially Serviced Loan and after consultation with the Pooled Risk Retention
Consultation Party in the case of the Mortgage Loans or the F5 Tower Risk Retention Consultation Parties in the case of the F5
Tower Whole Loan) has determined (i) prior to the occurrence and continuance of a Control Termination Event, with the consent
of the Directing Certificateholder and (ii) 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
(in each case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) (or, in each case, with
respect to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent of the related Serviced
AB Whole Loan Controlling Holder to the extent required under the related Intercreditor Agreement), in its reasonable judgment,
based on inquiry consistent with the Servicing Standard, that either (a) such insurance is not available at commercially
reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged
Property and located in or around the region in which such related Mortgaged Property is located, or (b) such insurance is
not available at any rate; provided, however, that the Directing Certificateholder and the Risk Retention Consultation
Parties, as applicable (or, with respect to a Serviced AB Whole Loan, the Serviced AB Whole Loan Controlling Holder prior to any
AB Control Appraisal Period to the extent required under the related Intercreditor Agreement), will not have more than thirty
(30) 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, any applicable Risk Retention Consultation
Party or any applicable Serviced AB Whole Loan Controlling Holder, as applicable, the Master Servicer or the Special Servicer,
as 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 and the Trust Subordinate Companion Loan, to the extent indicated as such
in the Mortgage Loan Schedule.

 

“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 EE.

 


    -11-


     


    
“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
Repurchase Obligor”: With respect to each Mortgage Loan Purchase Agreement, any Person (other than the related Mortgage
Loan Seller) that is required under such Mortgage Loan Purchase Agreement to perform the obligations of the related Mortgage Loan
Seller described in Section 2.03(b), in each case, to the extent set forth in such Mortgage Loan Purchase Agreement.

 

“Additional
Servicer”:  Each Affiliate of the Master Servicer, the Special Servicer or any Mortgage Loan Seller that services
any of the Mortgage Loans or the Trust Subordinate Companion Loan, as applicable, 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 and the Trust Subordinate Companion
Loan 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 and
the Trust Subordinate Companion 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 (other
than with respect to the Trust Subordinate Companion Loan), the Asset Representations Reviewer Fee Rate (other than with respect
to the Trust Subordinate Companion Loan) 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).

 

“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).

 


    -12-


     


    
 


“Aggregate
Gain-on-Sale Entitlement Amount”:  With respect to 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 Pooled Regular Certificates (other than
the VRR Interest) that would remain unpaid as of the close of business on such Distribution Date, divided by (y) the Pooled Non-VRR
Percentage, and (b)(x) the amount by which the Principal Distribution Amount exceeds the aggregate amount that would actually
be distributed on such Distribution Date in respect of such Principal Distribution Amount, divided by (y) the Pooled Non-VRR Percentage,
and (ii) any Pooled Certificate Realized Losses and Pooled VRR 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
Pooled Available Funds and the VRR Certificate Gain-on-Sale Remittance Amount as part of the definition of Pooled VRR Available
Funds.

 

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

 

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

 

“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 Mortgage Loan (other than a Non-Serviced Mortgage Loan),
Serviced Companion Loan, or Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, shall be an amount, calculated
by the Special Servicer (prior to the occurrence and continuance of a Consultation Termination Event and only with respect to
any Mortgage Loan or Whole Loan other than an Excluded Loan) in consultation with the Directing Certificateholder, and, after
the occurrence and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder
(only with respect to a Mortgage Loan or Whole Loan other than an 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

 


    -13-


     


    
that
is at least ten (10) Business Days following the date on which the Special Servicer receives an Appraisal (together with
information requested by the Special Servicer from the Master Servicer in accordance with this Agreement that is in the possession
of the Master Servicer and reasonably necessary to calculate the Appraisal Reduction Amount) or conducts a valuation described
below, 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 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 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 Appraisal 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 by the Special Servicer and the Appraisal Reduction Amount is calculated as of the
first Determination Date that is at least ten (10) Business Days thereafter.  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

 


    -14-


     


    
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, the Operating Advisor, the Directing
Certificateholder (but only prior to the occurrence and continuance of a Consultation Termination Event), 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 Trust Subordinate Companion
Loan, as the case may be, or the related REO Property will be reduced to zero as of the date on which such 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 the Master Servicer, the Special Servicer and the Certificate Administrator are entitled to conclusively rely on such calculation.

 

Any
Appraisal Reduction Amount with respect to any F5 Tower Whole Loan will be allocated first to the related Trust Subordinate Companion
Loan (until its principal balance is notionally reduced to zero by such related Appraisal Reduction Amounts) and then to the related
F5 Tower Mortgage Loan.

 

“Appraisal
Reduction Event”:  With respect to any Mortgage Loan (other than a Non-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 or 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 Companion Loan or Serviced Whole Loan, as applicable,
or a

 


    -15-


     


    
change
in any other material economic term of such Mortgage Loan or 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 or 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 or Serviced Companion Loan or Serviced Whole Loan, as applicable, except
where a refinancing is anticipated within one hundred twenty (120) days after the Maturity Date of the Mortgage Loan or 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 or 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 Certificate Balances of all Classes of Subordinate Certificates and the Loan-Specific
Certificates have been reduced to zero.  The Special Servicer shall notify the Master Servicer, the Directing Certificateholder,
and the Operating Advisor, or the Master Servicer shall notify the Special Servicer and the Operating Advisor, 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.

 

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

 

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

 

“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.

 

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

 

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

 

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

 

“ASR
Consultation Process”:  As defined in Section 3.19(d).

 

“Asset
Representations Reviewer”:  Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors
in interest and assigns, or any successor asset representations reviewer appointed as herein provided.

 


    -16-


     


    
“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
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 QQ
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 evidencing at least 5% of the aggregate Pooled Voting Rights represented by all of the Certificates.

 

“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 OO.

 

“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 PP.

 

“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 REO Loans (or a portion
of any REO Loan in the case of a Whole Loan)) held by the Trust as 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 ten (10) Mortgage Loans
are Delinquent Loans 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 REO Loans (or a portion of any REO
Loan in the case of a Whole Loan)) 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 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

 


    -17-


     


    
Mortgage
Loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) 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.

 

“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, will equal (i) with respect to distributions to be made on
the Pooled Certificates, the VRR Interest and the Class R Certificates, the Pooled Aggregate Available Funds and (ii) in
the case of the distributions to be made on the Loan-Specific Certificates and the Class R Certificates, the F5 Tower Available
Funds.

 

“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.

 

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

 

“Barclays”: 
Barclays Capital Real Estate Inc., a Delaware corporation.

 


    -18-


     


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

 

“BCHI”: 
Barclays Capital Holdings Inc., a Delaware corporation.

 

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

 

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

 

“Breach”: 
With respect to any Mortgage Loan or Trust Subordinate Companion Loan, a breach of any representation or warranty with respect
to such Mortgage Loan or Trust Subordinate Companion Loan set forth in Section 4(b) (or Section 7(c) with
respect to the Trust Subordinate Companion Loan) of the related Mortgage Loan Purchase Agreement.

 

“Business
Day”:  Any day other than a Saturday, a Sunday or a day on which banking institutions in Pennsylvania, Maryland,
New York, Kansas 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.

 

“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-C6, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.

 

“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.

 


    -19-


     


    
“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
0.00733% per annum and the Stated Principal Balance of the related Mortgage Loan and the Trust Subordinate Companion Loan
(calculated in the same manner as interest is calculated on the related Mortgage Loan or Trust Subordinate Companion Loan) or
REO Loan (other than the portion of an REO Loan related to any Companion Loan (other than the Trust Subordinate 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”.

 

“Certificate
Balance”:  With respect to any Class of Principal Balance Certificates, (i) on or prior to the first Distribution
Date, an amount equal to the Original Certificate Balance of such Class as specified in the Preliminary Statement hereto and (ii) as
of any date of determination after the first Distribution Date, the Certificate Balance of such Class of Certificates on the Distribution
Date immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)).

 

“Certificate
Factor”:  With respect to any Class of Certificates (other than the Class R and Class S 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 (including the VRR Interest or the F5T-VRR Interest)
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 (including the
VRR Interest or F5T-VRR Interest) 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 not be deemed to be outstanding as to such

 


    -20-


     


    
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 not be deemed to be outstanding
as to the Special Servicer or such Affiliate solely with respect to any related Excluded Special Servicer Loan), and the Voting
Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent, approval, waiver or take any such action has been obtained; provided, however,
that the foregoing restrictions shall not apply in the case of the Master Servicer, the Special Servicer (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 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 or the Special Servicer or any such Affiliate
thereof, as applicable, 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
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, Lower-Tier Regular Interests or Trust Subordinate Companion Loan REMIC Regular Interests, all
of the Certificates bearing the same

 


    -21-


     


    
alphabetical
(and, if applicable, numerical) Class designation, each designated Trust Subordinate Companion Loan REMIC Regular Interest, each
designated Lower-Tier Regular Interest and each separately designated Class VRR Upper-Tier Regular Interest. 

 

“Class
A Certificate”:  Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S Certificate.

 

“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 1.80600%.

 

“Class
A-2 Certificate”:  A Certificate designated as “Class A-2” 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-2 Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to 2.69000%.

 

“Class
A-3 Certificate”:  A Certificate designated as “Class A-3” 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-3 Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to 2.39000%.

 

“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 a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 

“Class
A-4 Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to 2.63900%.

 

“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 a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 

“Class
A-S Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to 2.84000%.

 

“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 2.59500%.

 


    -22-


     


    
“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 3.04300%, subject
to a maximum rate equal to the Weighted Average Net Mortgage Rate for such Distribution Date.

 

“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 3.04500%, subject
to a maximum 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 2.40000%.

 

“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 2.40000%.

 

“Class
F5T-A Certificate”:  A Certificate designated as “Class F5T-A” on the face thereof, in the form of
Exhibit A-5 hereto, and evidencing (i) a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC
Provisions and (ii) partial beneficial ownership of the Loan-Specific Certificates Specific Grantor Trust Assets, as further described
in the Preliminary Statement.

 

“Class F5T-A
Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to the F5 Tower Weighted
Average Net Mortgage Rate.

 

“Class F5T-B
Certificate”:  A Certificate designated as “Class F5T-B” on the face thereof, in the form of Exhibit
A-5 hereto, and evidencing (i) a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions
and (ii) partial beneficial ownership of the Loan-Specific Certificates Specific Grantor Trust Assets,
as further described in the Preliminary Statement.


 






    -23-


     


    

 


“Class F5T-B
Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to the F5 Tower Weighted
Average Net Mortgage Rate.

 

“Class F5T-C
Certificate”:  A Certificate designated as “Class F5T-C” on the face thereof, in the form of Exhibit
A-5 hereto, and evidencing (i) a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions
and (ii) partial beneficial ownership of the Loan-Specific Certificates Specific Grantor Trust Assets,
as further described in the Preliminary Statement.

 

“Class F5T-C
Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to the F5 Tower Weighted
Average Net Mortgage Rate.

 

“Class F5T-D
Certificate”:  A Certificate designated as “Class F5T-D” on the face thereof, in the form of Exhibit
A-5 hereto, and evidencing (i) a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions
and (ii) partial beneficial ownership of the Loan-Specific Certificates Specific Grantor Trust Assets,
as further described in the Preliminary Statement.

 

“Class F5T-D
Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to the F5 Tower Weighted
Average Net Mortgage Rate.

 

“Class F5T-R
Interest”:  The uncertificated residual interest in the Trust Subordinate Companion Loan REMIC, represented by
the Class R Certificates.

 

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

 

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

 

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

 

“Class
J-RR Certificate”:  A Certificate designated as “Class J-RR” 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.

 


    -24-


     


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

 

“Class
NR-RR Certificate”:  A Certificate designated as “Class NR-RR” 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
NR-RR Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to the Pooled Weighted
Average Net Mortgage Rate for such Distribution Date.

 

“Class
LA1 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.

 

“Class
LA2 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.

 

“Class
LA3 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.

 

“Class
LA4 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.

 

“Class
LAS 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.

 

“Class
LASB 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.

 

“Class
LB 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.

 

“Class
LC 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

 


    -25-


     


    
Lower-Tier
Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

 

“Class
LD 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.

 

“Class
LE 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.

 

“Class LF5TA
Uncertificated Interest”:  An uncertificated regular interest in the Trust Subordinate Companion Loan 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.

 

“Class LF5TB
Uncertificated Interest”:  An uncertificated regular interest in the Trust Subordinate Companion Loan 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.

 

“Class LF5TC
Uncertificated Interest”:  An uncertificated regular interest in the Trust Subordinate Companion Loan 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.

 

“Class LF5TD
Uncertificated Interest”:  An uncertificated regular interest in the Trust Subordinate Companion Loan 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.

 

“Class LF5TVRR
Uncertificated Interest”:  An uncertificated regular interest in the Trust Subordinate Companion Loan 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.

 

“Class
LFRR 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.

 

“Class
LGRR 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.

 


    -26-


     


    
“Class
LHRR 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.

 

“Class
LJRR 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.

 

“Class
LNRRR 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.

 

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

 

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

 

“Class
S Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of the Pooled
Non-VRR Percentage of any Excess Interest received on or prior to the related Determination Date, the
Pooled Non-VRR Percentage of amounts held from time to time
in the Excess Interest Distribution Account and the proceeds thereof.

 

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

 

“Class
VRR Interest Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained
by the Certificate Administrator pursuant to Section 3.04(g), which shall be entitled “Wells Fargo Bank, National
Association, as Certificate Administrator, for the benefit of the holders of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage
Pass-Through Certificates, Series 2020-C6 – Class VRR Interest Distribution Account,” and which must be an Eligible
Account or a sub-account of an Eligible Account.  The Class VRR Interest Distribution Account shall not be an asset of any
Trust REMIC, but rather shall be an asset of the Grantor Trust.

 

“Class
VRR Interest Specific Grantor Trust Assets”:  The portion of the Trust Fund consisting of (i) the Class VRR Upper-Tier
Regular Interests, (ii) amounts held from time to time in the Class VRR Interest Distribution Account that represent distributions
of the Class VRR Upper-Tier Regular Interests, (iii) the Pooled VRR Percentage of any Excess Interest received on

 


    -27-


     


    
or
prior to the related Determination Date, and (iv) the Pooled VRR Percentage of any amounts held from time to time in the Excess
Interest Distribution Account and the proceeds thereof.

 

“Class
VRR Upper-Tier Regular Interest”:  An uncertificated interest held by the Grantor Trust and evidencing a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

 

“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 Certificates (other than the Class A-S Certificates).

 

“Class
X-A Pass-Through Rate”:  The Pass-Through Rate for Class X-A Certificates for any Distribution Date will equal
the excess, if any of (a) the Pooled Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the
weighted average of the Pass-Through Rates on the Class A Certificates (other than the Class A-S Certificates) for such Distribution
Date, weighted on the basis of their respective Certificate Balances immediately prior to the Distribution Date.  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, Class B and Class C Certificates.

 

“Class
X-B Pass-Through Rate”:  The Pass-Through Rate for Class X-B Certificates for any Distribution Date will equal
the excess, if any of (a) the Pooled Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the
weighted average of the Pass-Through Rates on the Class A-S, Class B and Class C Certificates for such Distribution Date, weighted
on the basis of their respective aggregate Certificate Balances immediately prior to the Distribution Date.  The Pass-Through
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 and Class E Certificates.

 


    -28-


     


    
“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 Pooled Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the
weighted average of the Pass-Through Rates on the Class D and Class E Certificates for such Distribution Date, weighted on the
basis of their respective aggregate Certificate Balances immediately prior to the 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, société anonyme or any successor thereto.

 

“Closing
Date”:  February 19, 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, an amount, calculated
by the Special Servicer (with respect to any AB Modified Loans that are not Non-Serviced Mortgage Loans) or the Master Servicer
(with respect to any AB Modified Loans that are Non-Serviced Mortgage Loans) 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 or Trust Subordinate
Companion Loan, as applicable) (x) the most recent Appraised Value for the related Mortgaged Property or Mortgaged Properties,
plus (y) solely to the extent not reflected or taken into account in such Appraised Value and to the extent on deposit
with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral
contributed by the related Mortgagor at the time the Mortgage Loan or Trust Subordinate Companion Loan became (and as part of
the modification related to) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties (provided
that in the case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account
solely to the extent relevant information is received by the Master Servicer), plus (z) any other escrows or reserves
(in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified
Loan as of the date of such determination.  The Special Servicer (with respect to any AB Modified Loans that are Non-Serviced
Mortgage Loans), the Master Servicer (with respect to any AB Modified Loans that are not Non-Serviced Mortgage Loans), the Operating
Advisor and the Certificate Administrator shall be entitled to conclusively rely on the Master Servicer’s or the Special
Servicer’s, as the case may be, calculation or determination of any Collateral Deficiency Amount.

 

“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

 


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benefit
of the Certificateholders, which shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders
of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6, 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 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 or any Trust REMIC
or the Grantor Trust.

 

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

 

“Commission”: 
The Securities and Exchange Commission.

 

“Companion
Distribution Account”:  With respect to any Serviced Companion Loan (other than the Trust Subordinate 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 “Midland Loan Services, a Division of PNC Bank, National
Association, as Companion Paying Agent, for the benefit of the Serviced Companion Noteholders of the Serviced Companion Loans,
relating to the BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6, Companion Distribution
Account”.  The Companion Distribution Account shall not be an asset of the Trust or 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 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”:  A mortgage loan that is not included in the Trust Fund but is part of a Whole Loan that includes a Mortgage
Loan. 

 

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

 


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“Companion
Paying Agent”:  With respect to the Serviced Companion Loans (other than the Trust Subordinate Companion Loan),
if any, the Master Servicer in its role as Companion Paying Agent appointed pursuant to Section 3.27.

 

“Compensating
Interest Payment”:  An aggregate amount, with respect to each Serviced Mortgage Loan, any related Pari Passu Companion
Loan and the Trust Subordinate Companion Loan 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) and any related Serviced Pari Passu Companion Loans and Trust Subordinate Companion
Loan (in each case other than any Specially Serviced Loan or any Mortgage Loan or related Serviced Pari Passu Companion Loan or
Trust Subordinate 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 Mortgage Loan (other than any Non-Serviced Mortgage Loans), Serviced
Pari Passu Companion Loan, Trust Subordinate Companion Loan and REO Loan for which Servicing Fees are being paid to the Master
Servicer for such Collection Period, calculated at a rate of 0.00125% 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)
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) or any related Serviced Pari Passu Companion Loan or Trust Subordinate
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
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) so long as no Control Termination Event has occurred and is continuing, and
only with respect to Mortgage Loans other than Excluded Loans, 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.  For the avoidance of doubt, Compensating Interest Payments with respect
to each Serviced Whole Loan shall be allocated among the related Mortgage Loan, any related Serviced Pari Passu Companion Loan(s)
and the Trust Subordinate Companion Loan, pro rata, in accordance with their respective principal balances.

 


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“Consultation
Termination Event”:  At any date at which (a) with respect to any Mortgage Loan (other than with respect to any
Serviced AB Whole Loan) 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; provided, that a Consultation Termination Event shall be deemed not continuing
in the event that the Certificate Balances of the Pooled Principal Balance Certificates other than the Control Eligible Certificates
have been reduced to zero as a result of principal payments on the Mortgage Loans; (b) with respect to any Serviced AB Whole Loan
(other than the F5 Tower Whole Loan), when the related Control Appraisal Period has occurred and is continuing and when the events
in clause (a) above are occurring; and (c) with respect to the F5 Tower Whole Loan, when both (i) a F5 Tower Control Appraisal
Period has occurred and is continuing and (ii) when the events in clause (a) above are occurring; provided that no Consultation
Termination Event may occur with respect to the F5 Tower Whole Loan if the F5 Tower Controlling A Note is not held in a F5 Tower
Controlling A Note Securitization; provided further, that no Consultation Termination Event may occur with respect to the
Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Consultation Termination
Event” shall not be applicable to the Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan.
The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer of the commencement
or cessation of any Consultation Termination Event.

 

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

 

“Control
Termination Event”:  The occurrence of (a) with respect to any Mortgage Loan (other than with respect to any Serviced
AB Whole Loan), when the Certificate Balance of the Class F-RR 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; provided, that a Control Termination
Event shall not be deemed continuing in the event that the Certificate Balances of the Pooled Principal Balance Certificates other
than the Control Eligible Certificates have been reduced to zero as a result of principal payments on the Mortgage Loans; (b)
with respect to any Serviced AB Whole Loan (other than the F5 Tower Whole Loan), when the related Control Appraisal Period has
occurred and is continuing and when the events in clause (a) above are occurring; and (c) with respect to the F5 Tower Whole Loan,
when both (i) an F5 Tower Control Appraisal Period has occurred and is continuing and (ii) when the events in clause (a) above
are occurring under the F5 Tower Controlling A Note Securitization; provided, that no Control Termination Event may occur
with respect to the F5 Tower Whole Loan if the F5 Tower Controlling A Note is not held in a F5 Tower Controlling A Note Securitization;
provided further, that prior to the applicable Servicing Shift Date, no Control Termination Event may occur with respect
to the Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Control Termination
Event” shall not be applicable to the Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan.

 

“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

 


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accordance
with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class; provided, however,
that if at any time the Certificate Balances of the Pooled Principal Balance Certificates other than the Control Eligible Certificates
and the VRR 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 an aggregate 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 NR-RR 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 Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo
Bank, National Association, 600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479, Attention: Certificate
Transfer Services – BBCMS 2020-C6 and  (ii) for all other purposes, to the 9062 Old Annapolis Road, Columbia,
Maryland, 21045-1951, Attention:  CMBS Trustee BBCMS Mortgage Trust 2020-C6.

 

“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).

 

“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 (including any
portion of an REO Loan related to the Trust Subordinate Companion Loan, but excluding the portion of an REO Loan related to any
other Serviced Pari Passu Companion Loan) and the Trust Subordinate 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, REO Loan or Trust Subordinate Companion 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,
REO Loan or Trust Subordinate Companion 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 or Grantor Trust, as applicable.

 

“CREFC®
Intellectual Property Royalty License Fee Rate”:  With respect to each Mortgage Loan, REO Loan and Trust
Subordinate Companion 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 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 nine 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® NOI Adjustment Worksheet, (8) CREFC® Loan Level Reserve/LOC Report
and (9) 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 eleven 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

 


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Reconciliation
Template, (7) CREFC® Servicer Remittance to Certificate Administrator Report, (8) CREFC®
Significant Insurance Event Report, (9) CREFC® Loan Modification Report, (10) CREFC® Loan
Liquidation Report and (11) CREFC® REO Liquidation 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 commercial mortgage-backed securities 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 and the Trust Subordinate
Companion Loan, 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”: A 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 shall confirm in writing to the Master Servicer and the Certificate Administrator that any change to such
“Schedule AL File” format complies with all 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 Report”: 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 commercial mortgage-backed securities 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 have all previously
been reduced to zero as a result of the allocation of Pooled Certificate 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 or
more individual Mortgage Loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and
cross-defaulted Mortgage Loans.

 


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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.

 

“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 most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the
least of (a) 0.10x below 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 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 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 plus 10%, (b) the loan-to-value ratio, expressed as a whole number percentage
(taken to one 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 Excluded Loan) 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 and for any Mortgage Loan, an amount equal to the
sum of (i) all Appraisal Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral
Deficiency Amount then in effect.  The 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 Mortgage Loan (other than a Non-Serviced Mortgage Loan).  With respect to a Non-Serviced Mortgage Loan, the Special 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

 


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Loan
and on the Master Servicer’s calculation or determination of any Collateral Deficiency Amount with respect to any such
Non-Serviced Mortgage Loan that is an AB Modified 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 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.

 

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

 

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

 

“DBNY”:
Deutsche Bank AG, New York Branch, in its capacity as the holder of a portion of the F5T-VRR Interest (as a “majority-owned
affiliate” (as defined in the Credit Risk Retention Rules) of DBRI), and its successors in interest.

 

“DBRI”:
DBR Investments Co. Limited, an Exempted Company incorporated in the Cayman Islands, in its capacity as “retaining originator”
(as defined in the Credit Risk Retention Rules) of the F5T-VRR Interest, and its successors in interest.

 

“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 nationally recognized statistical
rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to
the Trustee, the Certificate Administrator, the Master Servicer, 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 Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent
at least sixty (60) days in respect of its Periodic

 


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Payments
(other than a Balloon Payment) or delinquent in respect of its Balloon Payment, if any; provided that in respect of a Balloon
Payment, if the related Mortgagor has provided the Master Servicer or Special Servicer, as applicable with documentation reasonably
satisfactory in form and substance to the Master Servicer or the Special Servicer, as applicable (and the Master Servicer or Special
Servicer, as applicable, will be required to promptly forward such documentation to the Directing Certificateholder), 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, then such Mortgage Loan or Serviced Whole Loan will not be considered a Defaulted
Loan unless and until such Balloon Payment is delinquent at least one hundred twenty (120) days; and, in any 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 (other than the Trust Subordinate 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
Risk Retention Certificates, the Class S Certificates, the Class R Certificates 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 Risk Retention
Certificate shall at all times during the 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.

 


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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, (b) set forth on a schedule attached thereto or (c) 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”: 
Barclays Commercial Mortgage Securities LLC, a Delaware limited liability company, 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
Intercreditor Agreement”:  As defined in the definition of “Intercreditor Agreement”.

 

“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 March 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 or Trust Subordinate Companion 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
Trust Subordinate Companion 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, and any related mezzanine intercreditor agreement;

 

(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)       
all related environmental reports; and

 

(xiv)       
all related environmental insurance policies;

 

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

 


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

 

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

 

(e)           a copy of all legal opinions (excluding attorney-client communications between the related Mortgage Loan Seller 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 or Trust Subordinate Companion 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 or Trust Subordinate Companion Loan;

 

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

 

(h)           for any Mortgage Loan or Trust Subordinate Companion 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;

 

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

 


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(t)            unless already included in the origination settlement statement, a copy of all escrow statements related to the escrow account
balances as of the Mortgage Loan or Trust Subordinate Companion 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 or information in connection with the origination
of such Mortgage Loan or Trust Subordinate Companion Loan.  In the event any of the items identified above were not included
in connection with the origination of such Mortgage Loan or Trust Subordinate Companion Loan (other than documents or information
that would not be included in connection with the origination of the Mortgage Loan or Trust Subordinate Companion Loan because
such document is inapplicable to the origination of a Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion Loan; provided that such documents are clearly labeled and identified.

 

“Directing
Certificateholder”:  With respect to (A) each Servicing Shift Mortgage Loan, the Directing Certificateholder shall
be the related Loan-Specific Directing Certificateholder; (B) each Mortgage Loan (other than the F5 Tower Whole Loan, the Servicing
Shift Mortgage Loans and any Excluded Loans), 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) (the “Trust Directing Certificateholder”); and (C)
the F5 Tower Whole Loan, the F5 Tower Loan-Specific Directing Certificateholder; provided, however, 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, however, 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 described in clause (B) above shall
only retain its consultation rights to the extent specifically provided for herein.  After the occurrence and

 


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continuance
of a Consultation Termination Event, there will be no Directing Certificateholder as described in clause (B) above.  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. 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. The initial Trust Directing Certificateholder shall
be KKR Real Estate Credit Opportunity Partners II L.P.

 

“Directing
Certificateholder Approval Process”:  As defined in Section 3.19(d).

 

“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 Mortgage Loan (other than any Non-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 any such Mortgage Loan or Serviced Companion Loan, the management or disposition of such REO Property, and the performance
by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than (1) any
Permitted Special Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer is entitled pursuant to
Section 3.11 of this Agreement.

 

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

 

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

 

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

 


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 “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 any 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, the Class VRR Interest Distribution Account, the Excess Interest Distribution Account and the Trust Subordinate Companion Loan REMIC Distribution Account (and in each case any subaccount thereof), all of which may be subaccounts of a single Eligible Account.

 

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

 


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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 Initial Schedule AL File, the Initial Schedule AL Additional File, 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, (A) the long-term deposit rating or long-term unsecured debt obligations or deposits of which are rated at least “A-” by S&P, 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 “A-1” from S&P, if the deposits are to be held in such account for less than thirty (30) days, (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 less than thirty (30) days and (C) the long-term unsecured debt obligations or deposits of which are rated at least “A” by DBRS Morningstar (if then rated by DBRS Morningstar, or if not rated by DBRS Morningstar, an equivalent rating (or higher) by at least two (2) NRSROs (which may include S&P and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), 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 “R-1(low)” from DBRS Morningstar (if then rated by DBRS Morningstar, or if not rated by DBRS Morningstar, an equivalent rating (or higher) by at least two (2) NRSROs (which may include S&P and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation) if the deposits are to be held in such account for less than thirty (30) days; if the deposits are to be held in such account for thirty (30) days or more, and the short-term

 


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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 the account for more than thirty (30) days) and “A” from DBRS Morningstar (if then rated by DBRS Morningstar, or if not rated by DBRS Morningstar, an equivalent rating (or higher) by at least two (2) NRSROs (which may include S&P and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation), 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 Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt rating shall be at least “BBB” from S&P 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 “A-1” from S&P (or “A-2” by S&P so long as the long-term unsecured debt obligations of such depository institution or trust company are rated no less than “BBB” by S&P) and “F2” from Fitch (to the extent rated by Fitch) (if the deposits are to be held in the account for thirty (30) days or less) and “R-1 (middle)” from DBRS Morningstar (if then rated by DBRS Morningstar, or if not rated by DBRS Morningstar, an equivalent rating (or higher) by at least two (2) NRSROs (which may include S&P and/or Fitch) or such other rating confirmed in a Rating Agency Confirmation) (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 account rating shall be at least “BBB” from S&P and “A” from 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 account or short-term unsecured debt rating shall be at least “A-1” from S&P (or “A-2” by S&P so long as the long-term unsecured debt obligations of such depository institution or trust company are rated no less than “BBB” by S&P) and “F-1” from Fitch (if the deposits are to be held in the account for thirty (30) days or less); (iv) an account or accounts maintained with KeyBank National Association so long as KeyBank National Association’s long-term unsecured debt or deposit account rating shall be at least “A-” from Fitch and “BBB+” from S&P (if the deposits are to be held in the account for more than thirty (30) days) or KeyBank National Association’s short term deposit account or short term unsecured debt rating shall be at least “F2” from Fitch and “A-1” by S&P (or “A-2” by S&P so long as the long-term unsecured debt obligations of such depository institution or trust company are rated no less than “BBB” by S&P) (if the deposits are to be held in the account for thirty (30) days or less); (v) 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) – (iv) 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; (vi) any other account or accounts not listed in clause (i) – (iv) 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 (vii) a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered 

 


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depository institution or trust company that has a long-term unsecured debt rating of at least “A-” from S&P (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 “A-1” from S&P (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 institution that (a) is the special servicer, operating advisor or asset representations reviewer on a transaction rated by any of Moody’s, Fitch, KBRA, S&P or DBRS Morningstar and that has not been a special servicer, operating advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P and DBRS Morningstar has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction citing servicing or other relevant concerns with such special servicer, operating advisor or asset representations reviewer, as applicable, as the sole or material factor in such rating action, (b) can and will make the representations and warranties set forth in Section 6.01(d), (c) is not (and is not affiliated (including Risk Retention Affiliated) with) a Mortgage Loan Seller, an originator, the Master Servicer, the Special Servicer, the Depositor, the Third Party Purchaser, the Certificate Administrator, the Trustee, the Directing Certificateholder, a Sponsor, a Risk Retention Consultation Party or any of their respective Affiliates (including Risk Retention 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, the Third Party Purchaser, any party to this Agreement, the Directing Certificateholder, a 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) and except as otherwise set forth in this Agreement.

 

“Eligible Operating Advisor”:  An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been 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 Operating Advisor in its capacity as 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 (including Risk Retention Affiliated) with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Third Party Purchaser, the Directing Certificateholder, a Risk Retention Consultation Party, a depositor, a

 


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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 (including Risk Retention 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; (e) that (i) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities 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; and (f) that does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates, any Mortgage Loan, any Companion Loan or securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor and Asset Representations Reviewer (to the extent it also acts as the Asset Representations Reviewer).

 

“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 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 the Resolution Failure relating to such Non-Specially Serviced Loan, the Master Servicer, and (B) from and after a Resolution Failure relating to such Non-Specially Serviced Loan, the Special Servicer.

 

“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 or Trust Subordinate Companion Loan, any agreement between the Mortgagor (or a guarantor thereof) and the originator of such Mortgage Loan or Trust Subordinate Companion 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(t).

 

“ERISA Restricted Certificate”:  Any Certificate (other than a Class R or Class S Certificate) that does not meet the requirements of Final Authorization Number 04-03E (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 G-RR, Class H-RR, Class J-RR, Class NR-

 


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RR, Class F5T-C and Class F5T-D Certificates, the VRR Interest and the F5T-VRR 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.

 

“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 any Trust REMIC, but rather shall be an asset of the Grantor Trust.

 

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

 

“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 Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6, 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 Excess Interest Certificates.  The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.

 

“Excess 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 Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment

 


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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 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 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.

 

“Excluded Controlling Class Holder”: With respect to any Excluded Controlling Class Loan and/or any Excluded Loan, the Directing Certificateholder, any Controlling Class Certificateholder, as applicable, (or, with respect to the F5 Tower Whole Loan, prior to the a F5 Tower Control Appraisal Period, the F5 Tower Controlling Class Representative or any F5 Tower Controlling Class Certificateholder) that is a Borrower Party with respect to such Excluded Controlling Class Loan and/or Excluded Loan. Promptly upon obtaining actual knowledge of the Directing Certificateholder, any Controlling Class Certificateholder, the F5 Tower Controlling Class Representative or any F5 Tower Controlling Class Certificateholder becoming an “Excluded Controlling Class Holder”, such Directing Certificateholder, any Controlling Class Certificateholder, the F5 Tower Controlling Class Representative or any F5 Tower 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 physically delivered in accordance with Section 13.05 of this Agreement and shall specifically identify the Excluded Controlling Class Holder and identifying the related Mortgage Loan, specifying whether it is (A) an Excluded Controlling Class Loan or (B) both an Excluded Loan and an 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, there is no Excluded Controlling Class Holder related to the Trust.

 


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“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, as applicable, (or, with respect to the F5 Tower Whole Loan, prior to the continuation of a F5 Tower Control Appraisal Period, the F5 Tower Controlling Class Representative or any F5 Tower Controlling Class Certificateholder) is a Borrower Party.  As of the Closing Date, there are no Excluded Controlling Class Loans related to the Trust.

 

“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 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(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 3.26.

 

“Excluded
Loan”:  With respect to (a) the Directing Certificateholder, any Mortgage Loan or Whole Loan if, as of any
date of determination, the Directing Certificateholder or (except for purposes of
determining whether a Servicing Shift Mortgage Loan or Servicing Shift Whole Loan is an Excluded Loan with respect to the
related Loan-Specific Directing
Certificateholder) the Holder of the majority of the Controlling Class or any
Controlling Class Certificateholder is a Borrower Party or a party prohibited from serving as the Directing Certificateholder
or the Holder of the majority of the Controlling Class under the related Mortgage Loan documents, (b) with respect to any
Risk Retention Consultation Party, a Mortgage Loan or Whole Loan with respect to which, as of the applicable date of
determination, such Risk Retention Consultation Party or the Person entitled to appoint such Risk Retention Consultation
Party or the applicable VRR Interest owner is a Borrower Party or (c) with respect to the F5 Tower Whole Loan, prior to the
continuation of a F5 Tower Control Appraisal Period, the F5 Tower Controlling Class Representative or any F5 Tower
Controlling Class Certificateholder is a Borrower Party.  For the avoidance of doubt, any Excluded Loan is also an
Excluded Controlling Class Loan.  As of the Closing Date, there are no Excluded Loans related to the
Trust.  

 

“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

 


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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(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.  For the avoidance of doubt, 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).

 

“F5T-VRR Interest”:  A Certificate designated as “F5T-VRR Interest” on the face thereof, in the form of Exhibit A-6 hereto, and evidencing (i) a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and (ii) partial beneficial ownership of the Loan-Specific Certificates Specific Grantor Trust Assets, as further described in the Preliminary Statement.

 

“F5 Tower Aggregate Principal Distribution Amount”:  With respect to any Distribution Date, an amount equal to the sum of the following amounts: (a) the F5 Tower Aggregate Principal Shortfall for such Distribution Date, (b) the F5 Tower Scheduled Principal Distribution Amount for such Distribution Date and (c) the F5 Tower Unscheduled Principal Distribution Amount for such Distribution Date; provided that the F5 Tower 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, with interest on such Nonrecoverable Advances at the Reimbursement Rate, that are paid or reimbursed from principal collections on the Trust Subordinate Companion Loan in a period during which such principal collections would have otherwise been included in the F5 Tower Aggregate Principal Distribution Amount for such Distribution Date; and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Trust Subordinate Companion Loan in a period during which such principal collections would have otherwise been included in the F5 Tower Aggregate Principal Distribution Amount for such Distribution Date (provided that, in the case of

 


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clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Trust Subordinate Companion Loan (including the portion of any REO Loan allocable to the Trust Subordinate Companion Loan) are subsequently recovered on the related Trust Subordinate Companion Loan (or the portion of any REO Loan allocable to the Trust Subordinate Companion Loan), such recovery will increase the F5 Tower Aggregate Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs).

 

“F5 Tower Aggregate Principal Shortfall”:  For any Distribution Date after the initial Distribution Date with respect to the Trust Subordinate Companion Loan, the amount, if any, by which (a) the related F5 Tower Aggregate Principal Distribution Amount for the preceding Distribution Date exceeds (b) the aggregate amount actually distributed on the preceding Distribution Date in respect of such F5 Tower Aggregate Principal Distribution Amount.  The F5 Tower Aggregate Principal Shortfall for the initial Distribution Date will be zero.

 

“F5 Tower Assumed Scheduled Payment”:  For any Collection Period and with respect to the Trust Subordinate Companion 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 the F5 Tower Mortgage Loan), an amount equal to the sum of (a) the principal portion of the Periodic Payment that would have been due on such Trust Subordinate Companion 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 Trust Subordinate Companion 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 Trust Subordinate Companion Loan in connection with a default or bankruptcy (or similar proceeding), and (b) interest on the Stated Principal Balance of such Trust Subordinate Companion Loan or REO Loan (excluding, for purposes of determining P&I Advances, the portion allocable to the F5 Tower Mortgage Loan, if applicable) at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate).

 

“F5 Tower Available Funds”:  With respect to each Distribution Date, an amount equal to the sum of (without duplication) (which, for the avoidance of doubt, will not include any amounts received in respect of the Mortgage Loans):

 

(a)          the aggregate amount of all cash received on the Trust Subordinate Companion Loan (including Compensating Interest Payments with respect to the Trust Subordinate Companion Loan required to be deposited by the Master Servicer pursuant to Section 3.17(a) and any REO Property on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the holder of any Mortgage Loan, any other Companion Loan or the holders of the Pooled Certificates), as of the close of business on the related P&I Advance Date, exclusive of (without duplication):

 

(i)    all Periodic Payments and any balloon payments paid by the Mortgagors of the Trust Subordinate Companion Loan that are due on a Due Date following the end of the related Collection Period, excluding Excess Interest and interest relating to periods prior to, but due after, the Cut-off Date;

 


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(ii)   all unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related Due Date for the related Trust Subordinate Companion 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 of the Trust Subordinate Companion Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable to the Trust Subordinate Companion Loan;

 

(iii)  (A) all amounts payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (xviii), inclusive, and (xxi) 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;

 

(iv)  with respect to the Trust Subordinate Companion Loan and any Distribution Date relating to each Interest Accrual Period 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 the Trust Subordinate Companion Loan as of the Due Date in the month preceding the month in which such Distribution Date occurs at the related Mortgage Rate to the extent such amounts are Withheld Amounts;

 

(v)   all Prepayment Premiums and Yield Maintenance Charges allocable to the Trust Subordinate Companion Loan;

 

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

 

(vii) any Penalty Charges allocable to the Trust Subordinate Companion Loan;

 

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

 

(c)          the aggregate amount of any P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Trust Subordinate Companion Loan and the Distribution Date (net of any related Certificate Administrator/Trustee Fee and CREFC® Intellectual Property Royalty License Fee with respect to the Trust Subordinate Companion Loan for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05;

 

(d)         with respect to any Distribution Date occurring in each March (or February, if the related Distribution Date is the final Distribution Date), the Withheld Amounts related to the Trust Subordinate Companion Loan remitted to the Trust Subordinate Companion Loan REMIC Distribution Account pursuant to Section 3.21(b);

 


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(e)          with respect to the Distribution Date in March 2020, the Interest Deposit Amount (net of an amount accrued at the Administrative Cost Rate) applicable to the Trust Subordinate Companion Loan; and

 

(f)           the F5 Tower Gain-on-Sale Remittance Amount for such Distribution Date.

 

Notwithstanding the investment of funds held in the Collection Account pursuant to Section 3.06, for purposes of calculating the F5 Tower Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.

 

“F5 Tower Control Appraisal Period” shall have the meaning of “Control Appraisal Period”, as defined in the F5 Tower Intercreditor Agreement.

 

“F5 Tower Control Eligible Certificates”: Any of the Class F5T-A, Class F5T-B, Class F5T-C and Class F5T-D Certificates.

 

“F5 Tower Controlling A Note”:  Note A-1-B of the F5 Tower Whole Loan.

 

“F5 Tower Controlling Class”:  As of any date of determination, the most subordinate Class of F5 Tower Control Eligible Certificates then outstanding that has a then 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 Loan-Specific Certificates other than the F5 Tower Control Eligible Certificates have been reduced to zero as a result of the allocation of principal payments on the Trust Subordinate Companion Loan, then the F5 Tower Controlling Class shall be the most subordinate class among the F5 Tower Control Eligible Certificates that has an aggregate Certificate Balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The F5 Tower Controlling Class as of the Closing Date shall be the Class F5T-D Certificates.

 

“F5 Tower Controlling Class Certificateholders”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the F5 Tower Controlling Class as determined by the Certificate Registrar, from time to time, upon request by any party hereto.  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 F5 Tower Controlling Class and the Certificate Administrator shall promptly provide such list without charge to such 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.

 

“F5 Tower Controlling Class Representative”:  The initial F5 Tower Controlling Class Representative shall be Angelo, Gordon & Co.  Thereafter, the F5 Tower Controlling Class Representative shall be the F5 Tower Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the F5 Tower Controlling Class Certificateholders (by Certificate Balance, as determined by the Certificate Registrar from time to time); provided, however, that (i) absent that selection, or (ii) until an F5 Tower Controlling Class Representative is so selected or (iii) upon receipt of a notice from a majority of the F5 Tower Controlling Class Certificateholders, by Certificate Balance, that an F5 Tower Controlling Class Representative is

 


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no
longer designated, then the F5 Tower Controlling Class Certificateholder that represents that it owns the largest aggregate
Certificate Balance of the F5 Tower Controlling Class (with evidence of ownership) or a representative thereof, shall be the
F5 Tower Controlling Class Representative; provided, however, that, (1) in the case of this clause (iii), in
the event that no one holder owns the largest aggregate Certificate Balance of the F5 Tower Controlling Class, then there
shall be no F5 Tower Controlling Class Representative until appointed in accordance with the terms of this Agreement and (2)
the Certificate Administrator and the other parties to this Agreement shall be entitled to assume that the identity of the F5
Tower Controlling Class Representative has not changed until such parties receive written notice of a replacement of the F5
Tower Controlling Class Representative from a party holding the requisite interest in the F5 Tower Controlling Class, or the
resignation of the then-current F5 Tower Controlling Class Representative.  After the occurrence and during the
continuance of a F5 Tower Control Appraisal Period, there shall be no F5 Tower Controlling Class Representative.  The
Depositor shall promptly provide the name and contact information for the initial F5 Tower Controlling Class Representative
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 F5 Tower Controlling Class Representative has not changed until such parties receive written notice
of a replacement of the F5 Tower Controlling Class Representative from a party holding the requisite interest in the F5 Tower
Controlling Class, or the resignation of the then-current F5 Tower Controlling Class Representative.

 

“F5 Tower Gain-on-Sale Remittance Amount: The F5 Tower Non-VRR Gain-on-Sale Remittance Amount and the F5 Tower VRR Gain-on-Sale Remittance Amount, collectively.

 

“F5 Tower Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of February 19, 2020, by and between the holders of the respective promissory notes evidencing the F5 Tower Whole Loan, relating to the relative rights of such holders, as the same may be further amended in accordance with the terms thereof.

 

“F5 Tower Loan-Specific Directing Certificateholder”: (x) For so long as no F5 Tower Control Appraisal Period exists, the F5 Tower Controlling Class Representative and (y) for so long as an F5 Tower Control Appraisal Period exists, (a) the holder of F5 Tower Controlling A Note so long as the F5 Tower Controlling A Note is not included in a securitization and (b) if the F5 Tower Controlling A Note is included in a securitization (an “F5 Tower Controlling A Note Securitization”), the entity identified as “directing certificateholder” or the analogous entity in the servicing agreement governing such securitization.

 

“F5 Tower Mortgage Loan”: With respect to the F5 Tower Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 5 on the Mortgage Loan Schedule), which is designated as promissory note A-1-A. The F5 Tower Trust Subordinate Companion Loan is subordinate to the F5 Tower Mortgage Loan.

 

“F5 Tower Mortgaged Property”: The Mortgaged Properties which secures the F5 Tower Whole Loan.

 


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“F5 Tower Non-VRR Available Funds”:  With respect to any Distribution Date, an amount equal to the F5 Tower Non-VRR Percentage of the F5 Tower Available Funds for such Distribution Date.

 

“F5 Tower Non-VRR Excess Prepayment Interest Shortfall”:  For any Distribution Date, the F5 Tower Non-VRR Percentage of the Prepayment Interest Shortfall allocated to a Trust Subordinate Companion Loan for such Distribution Date.

 

“F5 Tower Non-VRR Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the F5 Tower Non-VRR Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the amount distributable from the F5 Tower Non-VRR Gain-on-Sale Reserve Account pursuant to Section 4.01(i).

 

“F5 Tower Non-VRR 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 Loan-Specific Non-VRR Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered Holders of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6, F5 Tower Non-VRR Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.

 

“F5 Tower Non-VRR Interest Distribution Amount”:  With respect to any Distribution Date and each Class of Loan-Specific Non-VRR Certificates, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class of Certificates for such Distribution Date and (ii) the Interest Shortfall, if any, with respect to such Class of Certificates for such Distribution Date, less (B) any F5 Tower Non-VRR Excess Prepayment Interest Shortfall allocated to such Class of Certificates on such Distribution Date.

 

For purposes of clause (B) above, the F5 Tower Non-VRR Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated to each Class of Loan-Specific Non-VRR Certificates in an amount equal to the product of (i) the amount of such F5 Tower Non-VRR Excess Prepayment Interest Shortfall and (ii) a fraction, the numerator of which is the Interest Accrual Amount for such Class of Loan-Specific Non-VRR Certificates for such Distribution Date and the denominator of which is the aggregate Interest Accrual Amounts for all Classes of Loan-Specific Non-VRR Certificates for such Distribution Date.

 

“F5 Tower Non-VRR Percentage”:  An amount expressed as a percentage equal to 100% minus the F5 Tower VRR Percentage. For the avoidance of doubt, at all times, the sum of the F5 Tower VRR Percentage and the F5 Tower Non-VRR Percentage shall equal 100%.

 

“F5 Tower Non-VRR Principal Distribution Amount”:  With respect to any Distribution Date and the Loan-Specific Non-VRR Certificates, an amount equal to the F5 Tower Non-VRR Percentage of the F5 Tower Aggregate Principal Distribution Amount for such Distribution Date.

 


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“F5 Tower Non-VRR Realized Loss”:  With respect to the Trust Subordinate Companion Loan and any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the Loan-Specific Non-VRR Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the product of (a) the F5 Tower Non-VRR Percentage and (b) the aggregate Stated Principal Balance (for purposes of this calculation, the aggregate Stated Principal Balance will not be reduced by the amount of principal payments received on the Trust Subordinate Companion Loan that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Trust Subordinate Companion Loan for Workout-Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances) of the Trust Subordinate Companion Loan and any REO Loans (but in each case, including the Trust Subordinate Companion Loan and excluding any portion allocable to the related Mortgage Loan and any other related Companion Loan) as of the end of the last day of the related Collection Period.

 

“F5 Tower Risk Retention Consultation Parties”: Each of (i) the party selected by Barclays and (ii) the party selected by DBNY.  The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of any F5 Tower Retention Consultation Party has not changed until such parties receive written notice of a replacement of such F5 Tower Risk Retention Consultation Party from Barclays (in the case of the F5T-VRR-A Risk Retention Consultation Party) or DBNY (in the case of the F5T-VRR-B Risk Retention Consultation Party).  The initial F5T-VRR-A Risk Retention Consultation Party shall be Barclays Bank PLC and the initial F5T-VRR-B Risk Retention Consultation Party shall be DBNY. Following an F5 Tower Control Appraisal Period, the F5 Tower Risk Retention Consultation Parties will no longer have any consultation rights in respect of any Major Decisions with respect to the F5 Tower Whole Loan. For the avoidance of doubt, the consultation rights of the F5 Tower Risk Retention Consultation Parties shall apply exclusively to the F5 Tower Whole Loan.

 

“F5 Tower Scheduled Principal Distribution Amount”:  With respect to any Distribution Date, the aggregate of the principal portions of the following:  (a) all Periodic Payments (excluding Balloon Payments) with respect to the Trust Subordinate Companion Loan due during or, if and to the extent not previously received or advanced pursuant to Section 4.03 and distributed to Certificateholders on a preceding Distribution Date, prior to the related Collection Period and all F5 Tower Assumed Scheduled Payments with respect to the Trust Subordinate Companion Loan for the related Collection Period, in each case to the extent either (i) paid by the related Mortgagor as of the related Determination Date (or, with respect to each Trust Subordinate Companion 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, and (b) all Balloon Payments allocable to the Trust Subordinate Companion Loan to the extent received on or prior to the related Determination Date (or, with respect to each Trust Subordinate Companion 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.

 


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“F5 Tower Trust Subordinate Companion Loan”:  With respect to the F5 Tower Whole Loan, the Companion Loans evidenced by the promissory note B made by the related Mortgagor and secured by the Mortgage on the F5 Tower Mortgaged Property, which is included in the Trust and which is subordinate in right of payment to the F5 Tower Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the F5 Tower Intercreditor Agreement.

 

“F5 Tower Unscheduled Principal Distribution Amount”:  With respect to any Distribution Date, the aggregate of the following:  (a) all Principal Prepayments received on the Trust Subordinate Companion Loan on or prior to the related Determination Date and (b) the principal portions of all Liquidation Proceeds, Insurance and Condemnation Proceeds and, if applicable, REO Revenues or otherwise, received with respect to the Trust Subordinate Companion Loan and any REO Property 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; provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds will be reduced by any Special Servicing Fees, Liquidation Fees, accrued interest on Advances and other additional expenses of the Trust incurred in connection with the related Trust Subordinate Companion Loan.

 

“F5 Tower VRR Allocation Percentage”:  A fraction, expressed as a percentage, equal to the F5 Tower VRR Percentage divided by the F5 Tower Non-VRR Percentage.

 

“F5 Tower VRR Available Funds”:  With respect to any Distribution Date, an amount equal to the F5 Tower VRR Percentage of the F5 Tower Available Funds for such Distribution Date.

 

“F5 Tower VRR Gain-on-Sale Remittance Amount”:  For each Distribution Date, the lesser of (i) the amount on deposit in the F5 Tower VRR Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the amount distributable from the F5 Tower VRR Gain-on-Sale Reserve Account pursuant to Section 4.01(i).

 

“F5 Tower VRR Gain-on-Sale Reserve Account”:  A custodial account or accounts (or subaccount of the Distribution Account) held as an asset of the Trust Subordinate Companion Loan REMIC and 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 F5T-VRR Interest, which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of the F5T-VRR Interest under the Pooling and Servicing Agreement for the benefit of the registered Holders of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6, F5 Tower VRR Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.

 

“F5 Tower VRR Interest Distribution Amount”:  With respect to the F5T-VRR Interest for any Distribution Date, an amount equal to the product of (A) the F5 Tower VRR Allocation Percentage and (B) the aggregate amount distributed to the Loan-Specific Certificateholders pursuant to Section 4.01(b)(i), (iv), (vii) and (x) on such Distribution Date.

 


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“F5 Tower VRR Percentage”:  5.0%.

 

“F5 Tower VRR Principal Distribution Amount”:  With respect to the F5T-VRR Interest for any Distribution Date, an amount equal to the product of (A) the F5 Tower VRR Allocation Percentage and (B) the aggregate amount distributed to the Loan-Specific Non-VRR Certificateholders pursuant to Section 4.01(b)(ii), (v), (viii) and (xi) on such Distribution Date.

 

“F5 Tower VRR Realized Loss”:  With respect to Trust Subordinate Companion Loan and any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the F5T-VRR Interest, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the product of (a) the F5 Tower VRR Percentage and (b) the aggregate Stated Principal Balance (for purposes of this calculation, the aggregate Stated Principal Balance will not be reduced by the amount of principal payments received on the Trust Subordinate Companion Loan that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Trust Subordinate Companion Loan for Workout-Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances) of the Trust Subordinate Companion Loan and any REO Loans (but in each case, including the Trust Subordinate Companion Loan and excluding any portion allocable to the related Mortgage Loan and any other related Companion Loan) as of the end of the last day of the related Collection Period.

 

“F5 Tower Weighted Average Net Mortgage Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates on the Trust Subordinate Companion Loan and REO Loans (but only the portion of any REO Loan related to a Trust Subordinate Companion Loan) as of their respective Due Dates in the month preceding the month in which such Distribution Date occurs, weighted on the basis of their respective Stated Principal Balances immediately following the Distribution Date (or, if applicable, the Closing Date) in such preceding month.

 

“F5 Tower Whole Loan”:  The F5 Tower Mortgage Loan and the F5 Tower Trust Subordinate Companion Loan, each of which is secured by the same Mortgage on the F5 Tower Mortgaged Property.  References herein to the F5 Tower Whole Loan shall be construed to refer to the aggregate indebtedness under the F5 Tower Mortgage Loan and the F5 Tower Trust Subordinate Companion Loan.

 

“F5T-VRR-A Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by Barclays.  The initial F5T-VRR-A Risk Retention Consultation Party shall be Barclays Bank PLC.

 

“F5T-VRR-B Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by DBNY.  The initial F5T-VRR-B Risk Retention Consultation Party shall be DBNY.

 

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

 

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

 


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“Final Asset Status Report”:  With respect to any Specially Serviced Loan, the final iteration of the related Asset Status Report, together with such other data or supporting information provided by the Special Servicer to the Directing Certificateholder or the AB Whole Loan Controlling Holder, which does not include any communication (other than the related Asset Status Report) between the Special Servicer and Directing Certificateholder or between the Special Servicer and the AB Whole Loan Controlling Holder with respect to such Specially Serviced Loan required to be delivered by the Special Servicer by the Initial Delivery Date and any Subsequent Asset Status Report, in each case, in the form fully approved or deemed approved, if applicable, by the Directing Certificateholder pursuant to the Directing Certificateholder Approval Process or following completion of the ASR Consultation Process, as applicable, or by the AB Whole Loan Controlling Holder (to the extent required by the terms of the related AB Intercreditor Agreement).  The Special Servicer shall notify the Operating Advisor of whether any Asset Status Report delivered to the Operating Advisor is a Final Asset Status Report, which notification may be satisfied by (i) delivery of an Asset Status Report that is either signed by the Directing Certificateholder or that otherwise includes an indication that such Asset Status Report is deemed approved due to the passage of any required consent or consultation time period or (ii) such other method as reasonably agreed to by the Operating Advisor and the Special Servicer.  For the avoidance of doubt, the Special Servicer may issue more than one Final Asset Status Report with respect to any Specially Serviced Loan in accordance with the procedures described above.  The Operating Advisor is only required to review Final Asset Status Reports delivered to it by the Special Servicer.

 

“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 or the Trust Subordinate Companion Loan other than an Excluded Loan 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 or the Trust Subordinate Companion Loan (other than a Mortgage Loan or REO Property or the Trust Subordinate Companion Loan, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers or Additional Repurchase Obligors pursuant to Section 5 or Section 19, as applicable, 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 other than Excluded Loans, 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.

 


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“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 nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, 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.

 

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

 

“GACC”:  German American Capital Corporation, a Maryland corporation.

 

“Gain-on-Sale Proceeds”:  With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and the Trust Subordinate Companion 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 or Trust Subordinate Companion Loan pursuant to the related Intercreditor Agreement) over (ii) the greater of the Purchase Price for such Mortgage Loan or Trust Subordinate Companion Loan on the date on which Liquidation Proceeds were received and the amount that would have been received if a payment in full of principal and all other outstanding amounts had been paid with respect to such Mortgage Loan or Trust Subordinate Companion Loan (including 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 Section 3.02(a), Section 3.02(b) and Section 3.02(c).

 

“Gain-on-Sale Remittance Amount”:  For each Distribution Date, and amount equal to the lesser of (i) the amount on deposit in the Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the Pooled Non-VRR 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) held as an asset of the Lower-Tier REMIC and created and maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Pooled Non-VRR Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered Holders of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6, Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.

 

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

 


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“Grantor Trust”:  A segregated asset pool within the Trust Fund, which is classified as a trust under Treasury regulation section 301.7701-4 and the beneficiaries of which are treated as the owners of the trust under section 671 of the Code.  The Grantor Trust consists of the Class VRR Interest Specific Grantor Trust Assets, the Class S Specific Grantor Trust Assets and the Loan-Specific Certificates Specific Grantor Trust Assets.

 

“Grantor Trust Certificates”: The VRR Interest, the Class S Certificates and the Loan-Specific Certificates, collectively.

 

“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.

 

“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.

 

“HRR Certificates”:  Individually and collectively the Class F-RR, Class G-RR, Class H-RR, Class J-RR and Class NR-RR Certificates.

 

“Impermissible Risk Retention Affiliate”:  As defined in Section 3.31.

 

“Impermissible TPP Affiliate”:  As defined in Section 3.31.

 

“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, any 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, any 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, any 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

 


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the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, any 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, any 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 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, any Companion Holder, the F5 Tower Loan-Specific Directing Certificateholder or the Trust, delivered to the Trustee, any Companion Holder, the F5 Tower Loan-Specific Directing Certificateholder, 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 neither the Master Servicer nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel 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 and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the Master 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 Delivery Date”:  As defined in Section 3.19(d).

 

“Initial Purchasers”:  Barclays Capital Inc., SG Americas Securities, LLC, Bancroft Capital, LLC and Drexel Hamilton, LLC.

 

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

 


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Subordinate Companion Loan and a Holder of the VRR 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(s) prepared by, or on behalf of, the Depositor and filed as Exhibit 102 and, if applicable, Exhibit 103 to the Form ABS-EE incorporated by reference into the Prospectus.

 

“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 under any such Sub-Servicing Agreement.  As of the Closing Date, each entity listed on Exhibit FF 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 (i) in the case of any Mortgage Loan with a related Companion Loan, to the extent that 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 (ii) in the case of the F5 Tower Whole Loan, to the extent any portion of such proceeds are received by the Master Servicer or Certificate Administrator in connection with such F5 Tower Whole Loan, and are allocable to the related Mortgage Loan and Trust Subordinate Companion Loan, as applicable, pursuant to 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

 


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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”:  Each intercreditor agreement, co-lender agreement or other similar agreement between noteholders relating to a Whole Loan described in the table under the heading “Whole Loans” in the Preliminary Statement hereto (each of such agreements, a “Designated Intercreditor Agreement”), and 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.

 

“Interest Accrual Amount”:  With respect to any Distribution Date and any Class of Pooled Regular Certificates (other than the VRR Interest), the amount of interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class of Certificates on the Certificate Balance or Notional Amount, as applicable, for such Class immediately prior to that Distribution Date.  Calculations of interest for each Interest Accrual Period will be made on 30/360 basis.

 

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

 

“Interest Deposit Amount”:  An amount equal to (i) $85,531.97 for the Mortgage Loans and (ii) $11,536.34 for the Trust Subordinate Companion Loan, which is equal to, in each case, one day of interest at the Net Mortgage Rate for each Mortgage Loan and Trust Subordinate Companion Loan that accrues interest on an Actual/360 Basis.

 

“Interest Distribution Amount”:  With respect to any Class of Pooled Regular Certificates (other than the VRR 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 for such Distribution Date and (ii) the Interest Shortfall, if any, with respect to such Class of Certificates for such Distribution Date, less (B) any Pooled Aggregate Excess Prepayment Interest Shortfall allocated to such Class of Certificates on such Distribution Date.  For purposes of clause (B) above, the Pooled Non-VRR Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated to each Class of Pooled Non-VRR Certificates in an amount equal to the product of (i) the amount of such Pooled Non-VRR Excess Prepayment Interest Shortfall and (ii) a fraction, the numerator of which is the Interest Accrual Amount for such Class of Pooled Non-VRR Certificates for such Distribution Date and the denominator of which is the aggregate Interest Accrual Amounts for all Classes of Pooled Non-VRR Certificates for such 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 Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6, 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.

 


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“Interest Shortfall”:  With respect to any Distribution Date for any Class of Pooled Regular Certificates (other than the VRR Interest), the sum of (a) the portion of the Interest Distribution Amount or F5 Tower Non-VRR Interest Distribution Amount, as applicable, for such Class of Certificates 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, one month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class of Certificates for the current Distribution Date and (ii) in the case of the Class X Certificates, one-month’s interest on that amount remaining unpaid at the Pooled 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 Parties, any Sponsor, any Borrower Party, any Independent Contractor engaged by the Special Servicer, or any known Affiliate of any of the preceding entities.  With respect to a Whole Loan if it is a Defaulted Loan, the Depositor, the Master Servicer, the Special Servicer (or any Independent Contractor engaged by the Special Servicer), or the trustee for the securitization of a Companion Loan, and each 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 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 an F5 Tower Controlling Class Certificateholder (to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a prospective purchaser of a Certificate, a Risk Retention Consultation Party or a Companion Holder (or any investment advisor, manager or other representative of the foregoing), (ii) that either (a) such Person is a 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, a Controlling Class Certificateholder, a Risk Retention Consultation Party or a F5 Tower 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, a Controlling Class Certificateholder, a Risk Retention Consultation Party or a F5 Tower Controlling Class Certificateholder, such Person shall only receive access to the Distribution Date 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

 


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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 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).

 

“IRS”:  The Internal Revenue Service.

 

“Joint Mortgage Loan” means a Mortgage Loan or Trust Subordinate Companion Loan originated by more than one Mortgage Loan Seller.  The Trust Subordinate Companion Loan is a Joint Mortgage Loan.

 

“KBRA”:  Kroll Bond Rating Agency, Inc., and its successors in interest.  If neither KBRA nor any successor remains in existence, “KBRA” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, 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

 


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terms of the related Intercreditor Agreement. With respect to the F5 Tower 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 Trust Subordinate Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.

 

“Legal Fee Reserve Account”:  The account created and maintained by the Certificate Administrator pursuant to Section 3.04(b), in the name of the “Legal Fee Reserve Account”, into which the amounts set forth in Section 3.04(b) shall be deposited directly and which must be an Eligible Account.

 

“Liquidation Event”:  With respect to any Mortgage Loan, the Trust Subordinate Companion Loan or with respect to any REO Property (and the related REO Loan), any of the following events:  (i) such Mortgage Loan or Trust Subordinate Companion Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan or Trust Subordinate Companion Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller or Additional Repurchase Obligor pursuant to Section 5 or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan or Trust Subordinate Companion Loan is purchased by the Special Servicer, or by any Companion Holder, any F5 Tower Loan-Specific Directing Certificateholder or any mezzanine lender (as applicable) pursuant to Section 3.16 (and the related Intercreditor Agreement, as applicable); (v) such Mortgage Loan or Trust Subordinate Companion Loan is purchased by the Special Servicer, the Master Servicer, the Holders 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 or Trust Subordinate Companion 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 (A) the Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) with respect to which the Master Servicer acts as Enforcing Servicer and (B) the Special Servicer with respect to (x) each Non-Specially Serviced Loan with respect to which the Special Servicer acts as Enforcing Servicer, (y) each Specially Serviced Loan and (z) each REO Property (except with respect to a Non-Serviced Mortgaged Property) as to which the Master Servicer or the Special Servicer, as applicable, obtains (i) a full, partial or discounted payoff from the related Mortgagor, (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect to the related Companion Loan, if applicable, and, in any case, other than amounts for which a Workout Fee has been paid, or will be payable), or (iii) Loss of Value Payment paid by the responsible party under the related Mortgage Loan Purchase Agreement with respect to any Mortgage Loan (and any related Companion Loan, if applicable), equal to the product of the Liquidation Fee Rate and (1) the proceeds of such full, partial or discounted payoff or other partial payment, or (2) the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses associated with the related liquidation) related to such liquidated Mortgage Loan or REO

 


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Property, as the case may be; 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), (vi) and (vii) 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) (x) a repurchase of a 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) provided for such repurchase or such repurchase occurs prior to the termination of the extended resolution period provided therein or (y) a purchase of a 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, (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) or (ii) of the definition of “Servicing Transfer Event”, Liquidation Proceeds are received within ninety (90) 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), or (f) 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 the 90-day initial cure period or, if applicable, within the subsequent 90-day extended cure period; provided that the Liquidation Fee with respect to any Mortgage 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 Serviced 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. 

 

“Liquidation Fee Rate”:  A rate equal to the lesser of (i)(a) except with respect to the F5 Tower Whole Loan, 1.00% or (b) with respect to the F5 Tower Whole Loan, 0.45%, and in each case, with respect to any related REO Property and (ii) such lower rate that would result in a Liquidation Fee of $1,000,000; 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 such 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

 


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Mortgaged Property or other collateral constituting security for a Defaulted Loan or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, 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 or Trust Subordinate Companion Loan by the applicable Mortgage Loan Seller or Additional Repurchase Obligor pursuant to Section 5 or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Specially Serviced Loan or REO Property by the Holders 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, Trust Subordinate Companion 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 Special Servicer or the Master 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 Certificateholder”:  A Certificateholder of a Loan-Specific Certificate.

 

“Loan-Specific Certificates”:  The Class F5T-A, Class F5T-B, Class F5T-C and Class F5T-D Certificates and the F5T-VRR Interest, collectively.

 

“Loan-Specific Certificates Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of any Excess Interest collected on the Trust Subordinate Companion Loan received on or prior to the related Determination Date, any such amounts held from time to time in the Excess Interest Distribution Account and the proceeds thereof.

 

“Loan-Specific Directing Certificateholder”:  (a) With respect to the F5 Tower Mortgage Loan, the F5 Tower Loan-Specific Directing Certificateholder and (b) with respect to any Servicing Shift Whole Loan, the “Controlling Holder”, the “Directing Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous concept set forth under the related Intercreditor Agreement.  Prior to the applicable Servicing Shift Date, a Loan-Specific Directing Certificateholder with respect to the related Servicing Shift Whole Loan will be the holder of the related Servicing Shift Control Note.  With respect to each Servicing Shift Whole Loan, on and after the applicable Servicing Shift Date, there will be no Loan-Specific Directing Certificateholder under this Agreement. 

 


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“Loan-Specific Initial Purchasers”:  Barclays Capital Inc. and Deutsche Bank Securities Inc.

 

“Loan-Specific Non-VRR Certificateholders”:  The Holders of any Loan-Specific Non-VRR Certificates.

 

“Loan-Specific Non-VRR Certificates”:  The Loan-Specific Certificates (other than the F5T-VRR Interest).

 

“Loan-Specific Transfer Restriction Period”:  The period from the Closing Date to the earlier of: (a) the latest of (i) the date on which the unpaid principal balance of the Trust Subordinate Companion Loan has been reduced to 33.0% of the Cut-off Date Balance of the Trust Subordinate Companion Loan; (ii) the date on which the aggregate outstanding principal balance of the Loan-Specific Principal Balance Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the Loan-Specific Principal Balance Certificates as of the Closing Date; or (iii) two years after the Closing Date; and (b) the date on which the Risk Retention Rules have been effectively abolished 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.

 

“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 or Trust Subordinate Companion Loan REMIC 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 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 LA2, Class LA3, Class LA4, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LFRR, Class LGRR, Class LHRR, Class LJRR, Class LNRRR and Class LVRR Uncertificated Interests.

 

“Lower-Tier REMIC”:  One of three separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage Loans (exclusive of the 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

 


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VRR 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 Trust Subordinate Companion Loan REMIC, the Upper-Tier REMIC or the Grantor Trust, except for the Loss of Value Reserve Fund.

 

“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 Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6, Lower-Tier REMIC Distribution Account”.  Any such account, accounts or sub-accounts shall be an Eligible Account.

 

“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).

 

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

 

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

 

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

 

“Master Servicer Proposed Course of Action Notice”:  As defined in Section 2.03(k)(iv).

 

“Material Defect”:  With respect to any Mortgage Loan or the Trust Subordinate Companion 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 or Trust Subordinate Companion Loan, the value of the related Mortgaged Property or the interests of the Trustee or any Certificateholder therein or causes such Mortgage Loan or Trust Subordinate Companion Loan to be other than 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.

 


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

 

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

 

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

 

“Modification Fees”:  With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion 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 Companion Loan documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer, as applicable (other than all assumption fees, assumption application fees, consent fees, defeasance fees, Special Servicing Fees, Liquidation Fees or Workout Fees).

 

“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 nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, 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; provided that for the avoidance of doubt, references to the Mortgage File for the Trust Subordinate Companion Loan shall refer to the Mortgage File for the F5 Tower Mortgage Loan and the Mortgage Note(s) evidencing such Trust Subordinate Companion Loan:

 

(i)         
the original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to the order
of Wells Fargo Bank, National Association, as Trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2020-C6,
Commercial Mortgage Pass-Through Certificates, Series 2020-C6, 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;

 

(iii)       an original Assignment of Mortgage in blank or in favor of “Wells Fargo Bank, National Association, as trustee for the benefit of the registered holders




 


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of BBCMS
Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6” (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 “Wells Fargo Bank, National Association, as trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6” (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 or letter of credit relating to such Mortgage Loan or Serviced Whole Loan;

 

(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;

 

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

 

(xix)      a list related to such Mortgage Loan indicating the related Mortgage Loan documents included in the related Mortgage File as of the Closing Date (the “Mortgage Loan Checklist”);

 

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

 


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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 related 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 such Non-Serviced Custodian’s receipt of the documents contained in the related “mortgage file” delivered under the related Non-Serviced 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

 


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“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 (xix) 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.

 

“Mortgage Loan”:  Each of the mortgage loans (other than the Trust Subordinate Companion Loan) 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.  For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be part of a “Mortgage Loan” or an asset of the Trust.

 

“Mortgage Loan Checklist”:  As defined in the definition of “Mortgage File”.

 

“Mortgage Loan Purchase Agreement”:  Each agreement between the Depositor and a 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 and the Trust Subordinate Companion Loan, if applicable.

 

“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 and the Trust Subordinate Companion Loan so transferred:

 

(i)         the loan identification number (as specified in Annex A-1 to the Prospectus);

 

(ii)        the Mortgagor’s name;

 

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

 

(iv)       the Mortgage Rate in effect at origination;

 

(v)        the Net Mortgage Rate in effect at the Cut-off Date;

 

(vi)       the original principal balance;

 


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(vii)      the Cut-off Date Balance;

 

(viii)     the (a) original term to stated maturity or Anticipated Repayment Date, (b) remaining term to stated maturity or Anticipated Repayment Date and (c) Maturity Date or Anticipated Repayment Date;

 

(ix)        the original and remaining amortization terms;

 

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

 

(xi)       the applicable Servicing Fee Rate;

 

(xii)      whether the Mortgage Loan is a 30/360 Mortgage Loan or an Actual/360 Mortgage Loan;

 

(xiii)     whether such Mortgage Loan is secured by the related Mortgagor’s interest in a ground lease;

 

(xiv)     identifying any Mortgage Loans with which such Mortgage Loan is cross-defaulted or cross-collateralized;

 

(xv)       whether the related Mortgage Loan has a guarantor;

 

(xvi)     whether the related Mortgage Loan is secured by a letter of credit;

 

(xvii)    amount of any reserve or escrowed funds that were deposited at origination and any ongoing periodic deposit requirements;

 

(xviii)   number of grace days;

 

(xix)     whether a cash management agreement or lock-box agreement is in place;

 

(xx)       the general property type of the related Mortgaged Property;

 

(xxi)     whether the related Mortgage Loan permits defeasance;

 

(xxii)    [Reserved]; and

 

(xxiii)   the number of units, rooms, beds, pads or square feet with respect to each Mortgaged Property.

 

Such list may be in the form of more than one list, collectively setting forth all of the information required.

 

Notwithstanding the foregoing, clauses (i) – (xxiii) above insofar as they relate to the F5 Tower Mortgage Loan shall also apply to the Trust Subordinate Companion Loan, except with respect to the Trust Subordinate Companion Loan, (i) the original principal balance is equal 

 


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to $112,600,000, (ii) the Stated Principal Balance as of the Cut-off Date is equal to $112,600,000 and (iii) the Servicing Fee Rate shall be 0.00250%.

 

“Mortgage Loan Seller”:  Each of (i) Barclays Capital Real Estate Inc., a Delaware corporation, or its successor in interest, (ii) Societe Generale Financial Corporation, a Delaware corporation, or its successors in interest, (iii) Starwood Mortgage Capital LLC, a Delaware limited liability company, or its successor in interest and (iv) solely with respect to the Trust Subordinate Companion Loan, German American Capital Corporation, a Maryland corporation.

 

“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; 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. 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 Account 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 Account 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

 


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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 any Non-Serviced Mortgage Loan), any REO Loan
(including any portion of an REO Loan related to the Trust Subordinate Companion Loan, but excluding the portion of an REO
Loan related to any other Companion Loan) and the Trust Subordinate 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 or the Trust Subordinate
Companion Loan will be determined without regard to any modification, waiver or amendment of the terms of the related
Mortgage Loan or Trust Subordinate Companion Loan, whether agreed to by the Master Servicer, the Special Servicer, a
Non-Serviced Master Servicer or a Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency or similar
proceeding involving the related Mortgagor; provided, further, that for any Mortgage Loan or Trust Subordinate
Companion Loan that does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, solely
for purposes of calculating Pass-Through Rates, the Pooled Weighted Average Net Mortgage Rate and the F5 Tower 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 or Trust Subordinate
Companion Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of
interest actually accrued in respect of such Mortgage Loan or Trust Subordinate Companion 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 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;
provided, further, that, for purposes of calculating Pass-Through Rates, the Pooled Weighted Average Net Mortgage
Rate and the F5 Tower Weighted Average Net Mortgage Rate with respect to the Distribution Date in March 2020, the Interest
Deposit Amount will be included in determining the Net Mortgage Rate of the Mortgage Loans and the Trust Subordinate
Companion Loan that accrue interest based on the actual number of days elapsed during any calendar month (or other applicable
accrual period) in a year assumed to consist of 360 days.  With respect to any REO Loan, the Net Mortgage Rate shall be
calculated as described above, determined as if the predecessor Mortgage Loan or Trust Subordinate Companion 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®.

 


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“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).

 

“Non-VRR Certificates”:  All of the Certificates other than the VRR Interest and the F5T-VRR Interest.

 

“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), Trust Subordinate Companion Loan or REO Loan (other than any portion of an REO
Loan related to a Companion Loan other than the Trust Subordinate Companion Loan) which, the Master Servicer or the Special
Servicer, in accordance with the Servicing Standard, or the Trustee, in its good faith business judgment, as the case may be,
determines 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, Trust Subordinate Companion Loan or
REO Loan; provided, however, that the Special Servicer may, at its option (with respect to any Specially
Serviced Loan), 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 Information Provider notice of such determination.  Any such determination may be conclusively relied upon by, but
shall not be binding upon, the Master Servicer and the Trustee, 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 provided, further, that
any recoverability determination with respect to the Trust Subordinate Companion Loan shall be made based on the subordinate
nature of the Trust Subordinate Companion Loan.  If the Special Servicer makes a determination that only a portion,

 


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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; provided, however, that the Master Servicer and the Trustee may rely on the non-recoverability determination of the Non-Serviced Master Servicer or Non-Serviced Trustee under the related Non-Serviced Pooling Agreement.  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, Non-Serviced Special 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, (d) in the case of a potential P&I Advance with respect to a Trust Subordinate Companion Loan, the subordinate nature of such Trust Subordinate Companion Loan, and (e) 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 of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans or the Trust Subordinate Companion Loan, 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 or Trust Subordinate Companion 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

 


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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, 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 or Trust Subordinate Companion Loan other than an Excluded Loan) (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 Trust Subordinate Companion 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 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 Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan or REO Property which, the Trustee, in its good faith business judgment or the Master Servicer or the Special Servicer, as applicable, in accordance with the Servicing Standard, determines 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 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

 


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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.  However, if the Workout-Delayed Reimbursement Amount relates to a Servicing Advance for the F5 Tower Whole Loan, the Master Servicer will be entitled to recover such Workout-Delayed Reimbursement Amount from general collections on deposit in the Collection Account for the Mortgage Loans and the Trust Subordinate Companion Loan.  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) (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 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

 


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determination may be conclusively relied upon by, but shall not be binding upon, the Master Servicer and the Trustee, 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.

 

“Non-Registered Certificate”:  Unless and until registered under the Securities Act, any Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class H-RR, Class J-RR, Class NR-RR, Class R, Class S, Class F5T-A, Class F5T-B, Class F5T-C or Class F5T-D Certificates, the VRR Interest or the F5T-VRR Interest.

 

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

 

“Non-Serviced Companion Loan”:  Each Companion Loan that is part of a Non-Serviced Whole Loan.

 


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“Non-Serviced Custodian”:  The “Custodian” under a 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 Intercreditor Agreement”:  Each Intercreditor Agreement relating 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 Mortgage Loan that is part of a Non-Serviced Whole Loan.  The table under the heading “Whole Loans” in the Preliminary Statement hereto identify the Non-Serviced Mortgage Loans included in the Trust as of the Closing Date.  Each Servicing Shift Mortgage Loan will be a Non-Serviced Mortgage Loan on and after the applicable Servicing Shift Date for the related Servicing Shift Whole Loan.

 

“Non-Serviced Mortgaged Property”:  Any Mortgaged Property securing a Non-Serviced Whole Loan.

 

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

 

“Non-Serviced Paying Agent”:  The “Paying Agent” under a Non-Serviced PSA.

 

“Non-Serviced Primary Servicing Fee Rate”:  With respect to each Non-Serviced Mortgage Loan, the per annum rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”.

 

“Non-Serviced PSA”:  A pooling and servicing agreement or trust and servicing agreement governing the servicing and administration of a Non-Serviced Whole Loan.  The table under the heading “Whole Loans” in the Preliminary Statement hereto identify the Non-Serviced PSAs relating to the Trust as of the Closing Date.

 

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

 

“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”:  A Whole Loan that is serviced and administered under a pooling and servicing agreement or trust and servicing agreement other than this Agreement.  The table under the heading “Whole Loans” in the Preliminary Statement hereto identify the Non-Serviced Whole Loans relating to the Trust as of the Closing Date.  Each

 


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Servicing Shift Whole Loan will be a Non-Serviced Whole Loan on and after its related Servicing Shift Date.

 

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

 

“Non-Specially Serviced Loan”:  Any Mortgage Loan (other than a Non-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.

 

“Notional Amount”:  In the case of the Class X-A Certificates, the Class X-A Notional Amount, in the case of the Class X-B Certificates, the Class X-B Notional Amount, and, in the case of the Class X-D Certificates, the 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 or any successor thereto.

 

“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”:  Pentalpha Surveillance LLC, a Delaware 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).

 

“Operating Advisor Consultation Event”:  Any time when the Certificate Balances of the HRR Certificates in the aggregate (taking into account the application of any Appraisal

 


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Reduction Amounts to notionally reduce the Certificate Balances of such classes) is 25% or less of the Original Certificate Balances of such classes in the aggregate.

 

“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 agrees to pay) with respect to any Mortgage Loan (other than the Non-Serviced Mortgage Loans or the Servicing Shift Mortgage Loans and each related Companion 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 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 each Non-Serviced Mortgage Loan, each Servicing Shift Mortgage Loan and each 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 0.00245%.

 

“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 in the best interest of nor for the benefit of any particular Class of Certificateholders (as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that the Operating Advisor or any of its Affiliates may have with any of the underlying Mortgagors, any Sponsor, any Mortgage Loan Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, any Risk Retention Consultation Party, the Directing Certificateholder, any Certificateholder 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

 


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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 evidencing greater than 25% of the aggregate Pooled 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 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.

 


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“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 Interests or Trust Subordinate Companion Loan REMIC Regular Interests, 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 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.

 


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“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, Trust Subordinate Companion Loan or REO Loan (but not any related Companion Loan, other than the Trust Subordinate 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”:  A Companion Loan that is pari passu in right of payment with the Mortgage Loan included in the related Whole Loan.

 

“Pari Passu Companion Loan Holder”:  Any holder of record of any Pari Passu Companion Loan.

 

“Pari Passu Whole Loan”:  A Whole Loan that consists of a Mortgage Loan and one or more Pari Passu Companion Loans but does not include an AB Subordinate Companion Loan.  The Pari Passu Whole Loans related to the Trust as of the Closing Date are the Whole Loans described in the table under the heading “Whole Loans” in the Preliminary Statement hereto as having a “Companion Loan Type” of “Pari Passu”.

 

“Pass-Through Rate”:  Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F-RR Pass-Through Rate, the Class G-RR Pass-Through Rate, the Class H-RR Pass-Through Rate, the Class J-RR Pass-Through Rate, the Class NR-RR Pass-Through Rate,  the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class X-D Pass-Through Rate, the Class F5T-A Pass-Through Rate, the Class F5T-B Pass-Through Rate, the Class F5T-C Pass-Through Rate, and the Class F5T-D Pass-Through Rate, as the case may be.  With respect to the Class VRR Upper-Tier Regular Interest, the Pooled Weighted Average Net Mortgage Rate, and with respect to the F5T-VRR Interest, the F5 Tower Weighted Average Net Mortgage Rate.

 

None of the Class R or Class S Certificates, the VRR Interest or the F5T-VRR Interest have Pass-Through Rates.

 

“PCAOB”:  The Public Company Accounting Oversight Board.

 


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“Penalty Charges”:  With respect to any Mortgage Loan (other than any Non-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 or a Yield Maintenance Charge or any Excess Interest.

 

“Percentage Interest”:  As to any Certificate (other than the Class R an Class S Certificates), the percentage interest evidenced thereby in distributions required to be made with respect to the related Class.  With respect to any Certificate (other than the Class R and Class S Certificates), the percentage interest is equal to the Denomination as of the Closing Date of such Certificate divided by the Original Certificate Balance or Original Notional Amount, as applicable, of such Class of Certificates as of the Closing Date.  With respect to a Class R and Class S 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, the United States of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, shall be a Permitted Investment only if such investment would not result in the

 


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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, other than (a) unsecured senior debt obligations of the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations, Freddie Mac debt obligations, and Fannie Mae debt obligations rated at least “A-1” by S&P, if such obligations mature in sixty (60) days or less, or rated at least “AA-”, “A-1+” or “AAAm” by S&P, if such obligations mature in 365 days or less;

 

(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 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 with respect to which (A) with respect to S&P, (I) in the case of such investments with maturities of six (6) months or less, the short-term debt obligations of which are rated in the highest short-term rating category by S&P and (II) in the case of such investments with maturities of more than six (6) months, the long-term obligations of which are rated at least “AAA” by S&P (or, in the case of any such Rating Agency as set forth in clauses (I) through (II) above, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency) and (B) with respect to Fitch and DBRS Morningstar, the commercial paper or other short-term debt obligations of such depository institution or trust company are rated in the highest rating categories of each of Fitch and DBRS Morningstar (in the case of DBRS Morningstar, if rated by DBRS Morningstar); or, in each case, such other rating as would not result in the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Class of Certificates (or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that is then rated by such rating agency, such class of securities) as evidenced in writing;

 

(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, (A) if such debt obligations have a term of three months or less,

 


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(1) the short-term obligations of which corporation are rated in the highest short-term debt rating category of Fitch and at least “R-1(middle)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, at least an equivalent rating by two other NRSROs (which may include S&P and/or Fitch) and (2) the short-term obligations of which corporation are rated at least “A-1” by S&P and the long-term obligations of which corporation are rated at least “AA-” by S&P, (B) if such debt obligations have a term of more than three months and not in excess of six months, the short-term obligations of which are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which corporation are rated at least “AA-” by S&P and “R-1(high)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, at least an equivalent rating by two other NRSROs (which may include S&P and/or Fitch) and (C) if such debt obligations have a term of more than six months, the short-term obligations of which corporation are rated in the highest short-term rating category by each Rating Agency and the long-term obligations of which corporation are rated “AAA” by S&P and “AAA” by DBRS Morningstar (or, if not rated by DBRS Morningstar, at least an equivalent rating by two other NRSROs (which may include S&P and/or Fitch) (or, in the case of any such Rating Agency as set forth in sub-clauses (A) through (C) above, 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) (a) (I) in the case
of such investments with maturities of thirty (30) days or less, the short term obligations of which corporation are rated at
least “A-1” by S&P and “F1” by Fitch, (II) in the case of such investments with maturities of
three (3) months or less, but more than thirty (30) days, the short-term obligations of which are rated at least
“A-1+” by S&P (or “A-1” by S&P if the obligations mature within sixty (60) days) and
“F1+” by Fitch, or the long-term obligations of which are rated at least “AA-” by Fitch (with a
short-term rating of “F1” by Fitch) and “AA-” by S&P (with a short-term rating of
“A-1” by S&P), (III) in the case of such investments with maturities of six (6) months or less, but more
than three (3) months, the (A) the short-term obligations of which are rated at least “A-1+” by S&P or the
long-term obligations of which corporation are rated at least “AA-” by S&P (with a short-term rating of
“A-1” by S&P), and (B) the short-term obligations of which are rated at least “F1+” by Fitch, or the long-term obligations of which corporation are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch), and (IV) in the case of such investments with maturities of more than six (6) months, (A) the short-term obligations of which are rated at least “A-1+” by S&P or the long-term obligations of which are rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P), and (B) the short-term 

 


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obligations of which are rated at least “F1+” by Fitch, or the long-term obligations of which are rated at least “AA-” by Fitch (with a short-term rating of “F1” by Fitch), and (b) such commercial paper is rated in the highest short-term category by DBRS Morningstar (if then rated by DBRS Morningstar) (or 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 Money Market Funds or the Wells Fargo Advantage Government Money Market Fund), which seek to maintain a constant net asset value per share, so long as any such fund is rated “AAAm” by S&P and in the highest short term unsecured debt ratings category by each of Fitch and DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating (or higher) by at least two (2) NRSROs (which must include S&P and may include any of the other 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 with respect to any Permitted Investment for which a rating by S&P is required as set forth above, such rating must be an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such as the “(sf)” subscript, and unsolicited ratings; provided, further, 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, (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, (c) any such investment must not be subject to liquidation prior to maturity, and (d) any such investment must not be purchased at a premium over par; and provided, further, however, that no

 


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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 or (b) if such instrument may be redeemed at a price below the purchase price; 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.

 

“Permitted Special Servicer/Affiliate Fees”:  Any commercially reasonable treasury management fees, banking fees, title insurance (or title agency) and/or other fees, insurance commissions or fees and appraisal fees received or retained by the Special Servicer or any of its respective 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 any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S. Tax Person, (d) 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).

 

“Pooled Aggregate Available Funds”:  With respect to any Distribution Date, an amount equal to the sum of (without duplication) (which, for the avoidance of doubt, shall not include any amounts received in respect of the Trust Subordinate Companion Loan):

 

(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

 


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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 or the Holders of the Loan-Specific Certificates) 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 (xxi) 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;

 

(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 Due Date in the month preceding the month in which such Distribution Date occurs at the related Mortgage Rate to the extent such amounts are Withheld Amounts and are on deposit in the Collection Account;

 

(v)        all Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Holders of the Class S Certificates and the VRR Interest);

 

(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 Account allocable to the Mortgage Loans to the Collection Account for such Distribution Date pursuant to Section 3.14(c);

 


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(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;

 

(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);

 

(e)           with respect to the Distribution Date in March 2020, the Interest Deposit Amount (net of an amount accrued at the Administrative Cost Rate) applicable to the Mortgage Loans; and

 

(f)            the Pooled Gain-on-Sale Remittance Amount for such Distribution Date.

 

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

 

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

 

“Pooled Aggregate
Principal Distribution Amount”:  With respect to any Distribution Date and the Pooled Principal Balance
Certificates, an amount equal to the sum of the following amounts (which, for the avoidance of doubt, shall not include the
Trust Subordinate Companion Loan): (a) the Pooled Scheduled Principal Distribution Amount for such Distribution Date,
(b) the Pooled Unscheduled Principal Distribution Amount for such Distribution Date and (c) the Pooled Aggregate
Principal Shortfall for such Distribution Date; provided that the Pooled 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 any Non-Serviced Mortgage Loan under the related Non-Serviced PSA
reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the
Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such
principal collections would have otherwise been included in the Pooled 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 Pooled Aggregate Principal Distribution Amount for

 


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 such
Distribution Date (provided further that, in the case of clauses (A) and (B) above, if any of the
amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) are subsequently
recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Pooled Aggregate Principal Distribution
Amount for the Distribution Date related to the period in which such recovery occurs).

 

“Pooled Aggregate 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 Pooled Aggregate Principal Distribution Amount for the preceding Distribution Date exceeds (b) the aggregate amount actually distributed on the preceding Distribution Date to the holder of the Pooled Principal Balance Certificates in respect of such Pooled Aggregate Principal Distribution Amount.  The Pooled Aggregate Principal Shortfall for the initial Distribution Date will be zero.

 

“Pooled 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, if applicable) at the applicable Mortgage Rate (net of interest at the Servicing Fee Rate and net of any applicable interest at the Non-Serviced Primary Servicing Fee Rate).

 

“Pooled Available Funds”:  An amount equal to the Pooled Non-VRR Percentage of the Pooled Aggregate Available Funds for such Distribution Date.

 

“Pooled Certificate Realized Loss”:  With respect to the Mortgage Loans and any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the Pooled Principal Balance Certificates (other than the VRR Interest), after giving effect to distributions of principal on such Distribution Date, exceeds (ii) product of (A) the Pooled Non-VRR Percentage and (B) the aggregate Stated Principal Balance of the Mortgage Loans in the Trust (for purposes of this calculation, the aggregate Stated Principal Balance will not be reduced by the amount of principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances), including any REO Loans (but in each case, excluding any Companion Loan), as of the end of the last day of the related Collection Period.

 

“Pooled Certificateholder”: A Certificateholder of a Pooled Certificate.

 


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“Pooled Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Cass A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR, Class H-RR, Class J-RR, Class NR-RR, Class X-A, Class X-B, Class X-D and Class S Certificates and the VRR Interest.

 

“Pooled Gain-on-Sale Remittance Amount”:  The Pooled VRR Gain-on-Sale Remittance Amount and the Pooled Non-VRR Gain-on-Sale Remittance Amount, collectively.

 

“Pooled Non-VRR Available Funds”:  With respect to any Distribution Date, an amount equal to the Pooled Non-VRR Percentage of the Pooled Aggregate Available Funds for such Distribution Date.

 

“Pooled Non-VRR Certificateholders”:  The Holders of Pooled Non-VRR Certificates.

 

“Pooled Non-VRR Certificates”:  The Pooled Certificates (other than the VRR Interest).

 

“Pooled Non-VRR Excess Prepayment Interest Shortfall”:  For any Distribution Date, the Pooled Non-VRR Percentage of the Pooled Aggregate Excess Prepayment Interest Shortfall allocated to a Mortgage Loan for such Distribution Date.

 

“Pooled Non-VRR 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 amount distributable from the Gain-on-Sale Reserve Account pursuant to Section 4.01(i).

 

“Pooled Non-VRR Percentage”:  An amount expressed as a percentage equal to 100% minus the Pooled VRR Percentage. For the avoidance of doubt, at all times, the sum of the Pooled VRR Percentage and the Pooled Non-VRR Percentage shall equal 100%.

 

“Pooled Non-VRR Principal Distribution Amount”:  With respect to any Distribution Date and the Pooled Principal Balance Certificates, an amount equal to the Pooled Non-VRR Percentage of the Pooled Aggregate Principal Distribution Amount for such Distribution Date.

 

“Pooled Principal Balance Certificates”:  Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR, Class H-RR, Class J-RR and Class NR-RR Certificates and the VRR Interest.

 

“Pooled Quorum”:  The Holders of Certificates evidencing at least 50% of the aggregate Pooled Voting Rights (taking into account the application of Pooled Certificate Realized Losses or Pooled VRR 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 Pooled Principal Balance Certificates and the VRR Interest on an aggregate basis.

 


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“Pooled Regular Certificates”:  Each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class H-RR, Class J-RR, Class NR-RR Certificates and the VRR Interest.

 

“Pooled Risk Retention Consultation Party”:  The party selected by Barclays, as the VRR Interest holder.  The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of any Pooled Risk Retention Consultation Party has not changed until such parties receive written notice of a replacement of such Pooled Risk Retention Consultation Party from Barclays.  Notwithstanding the foregoing, no Pooled Risk Retention Consultation Party shall have any consultation rights with respect to any related Excluded Loan. The initial Pooled Risk Retention Consultation Party shall be Barclays Bank PLC.

 

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

 

“Pooled 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 Pooled 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 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. The Pooled Scheduled Principal Distribution Amount from time to time shall include all late payments of principal made by a Mortgagor with respect to the Mortgage Loans, including late payments in respect of a delinquent Balloon Payment, received by the times described above in this definition, except to the extent those late payments are otherwise available to reimburse the Master Servicer or the Trustee, as the case may be, for prior Advances, as described above.

 

“Pooled 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

 


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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 Pooled Principal Balance Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the Pooled Principal Balance Certificates as of the Closing Date; and (iii) two years after the Closing Date; (b) with respect to the HRR Certificates only, the date on which all of the Mortgage Loans have been defeased in accordance with §244.7(b)(8)(i) of the Risk Retention Rules; and (c) the date on which the Risk Retention Rules have been effectively abolished 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.

 

“Pooled 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.

 

“Pooled Voting Rights”:  The portion of the voting rights of all of the Pooled Certificates which is allocated to any Pooled Certificate.  At all times during the term of this Agreement, the Pooled 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 any Pooled Principal Balance Certificates and the VRR 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), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05, taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) 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), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05, taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Pooled Principal Balance Certificates and the VRR Interest, each determined as of the Distribution Date immediately preceding such time. None of the Class R or Class S Certificates shall be entitled to any Pooled Voting Rights.

 

“Pooled VRR Allocation Percentage”:  A fraction, expressed as a percentage, equal to the Pooled VRR Percentage divided by the Pooled Non-VRR Percentage.

 



 


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“Pooled VRR Available Funds”:  With respect to any Distribution Date, an amount equal to the Pooled VRR Percentage of the Pooled Aggregate Available Funds for such Distribution Date.


 


“Pooled VRR Gain-on-Sale Remittance Amount”:  For each Distribution Date, the lesser of (i) the amount on deposit in the VRR Certificate Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the amount distributable from the VRR Certificate Gain-on-Sale Reserve Account pursuant to Section 4.01(i).

 

“Pooled VRR Interest Distribution Amount”:  With respect to the VRR Interest for any Distribution Date, an amount equal to the product of (A) the Pooled VRR Allocation Percentage and (B) the aggregate amount of interest distributed to Pooled Non-VRR Certificateholders pursuant to Section 4.01(b)(i), (iv), (vii), (x), (xiii), (xvi), (xix), (xxii) and (xxv) on such Distribution Date.

 

“Pooled VRR Percentage”: As of any date of determination, a fraction, expressed as a percentage, the numerator of which is the aggregate Certificate Balance of the VRR Interest, and the denominator of which is the aggregate Certificate Balance of all of the Classes of Pooled Principal Balance Certificates.

 

“Pooled VRR
Principal Distribution Amount”:  With respect to the VRR Interest for any Distribution Date, an amount
equal to the product of (A) the Pooled VRR Allocation Percentage and (B) the aggregate amount of principal
distributed to the Pooled Non-VRR Certificateholders pursuant to Section 4.01(b)(ii), (v), (viii), (xi), (xiv), (xvii), (xx), (xxiii) and (xxvi) on such
Distribution Date.

 

“Pooled VRR Realized Loss”:  With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the VRR Interest, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the product of (a) the Pooled VRR 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 (but in each case, excluding any portion allocable to any related Companion Loan, if applicable) as of the end of the last day of the related Collection Period.

 

“Pooled Weighted Average Net Mortgage Rate”:  With respect to any Distribution Date, a per annum rate equal to the weighted average of the Net Mortgage Rates in effect for each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of their respective Due Dates in the month preceding the month in which such Distribution Date occurs, weighted on the basis of their respective Stated Principal Balances immediately following the Distribution Date (or, if applicable, the Closing Date) in such preceding month.

 

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

 

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

 


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“Preliminary Prospectus”:  The Preliminary Prospectus, dated January 27, 2020, relating to the Registered Certificates.

 

“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 Mortgage Loan (other than any Non-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 but on or before the following Determination Date, the amount of interest (net of the related 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 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 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 Mortgage Loans (other than any Non-Serviced Mortgage Loan) 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 Mortgage Loan (other than any Non-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 Mortgage Loan (other than any Non-Serviced 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 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 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 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 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 with respect to the F5 Tower Whole Loan, to the related Trust

 


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Subordinate Companion Loan, and correspondingly to the Loan-Specific Certificates) and then to the related Mortgage Loan and any related Serviced Pari Passu Companion Loan.

 

“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 related 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.

 

“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-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR, Class H-RR, Class J-RR, Class NR-RR, Class F5T-A, Class F5T-B, Class F5T-C and Class F5T-D Certificates, the VRR Interest and the F5T-VRR Interest.

 

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

 

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

 

“Privileged Communications”:  Any correspondence between the Directing Certificateholder or a 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 a Risk Retention Consultation Party and the Special Servicer related to any Specially Serviced Loan (other than with respect to any Excluded Loan) or the exercise of the Directing Certificateholder’s consent or consultation rights or consultation rights of a Risk

 


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Retention Consultation Party under this Agreement, (ii) strategically sensitive information (including any such information contained within any Asset Status Report) that the Special Servicer has reasonably determined (and has identified as privileged or confidential information) 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 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 Loan-Specific Initial Purchasers, 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 Non-Serviced Special Servicer, any Other Servicer, any Person (including the Directing Certificateholder) 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 a 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 or any F5 Tower 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, any Controlling Class Certificateholder or any F5 Tower 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

 


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Party, (B) any of the Special Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (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, 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 on account of it constituting Excluded Information).

 

“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 January 31, 2020, relating to the Registered Certificates.

 

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

 

“Purchase Price”:  With respect to any Mortgage Loan or Trust Subordinate Companion 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 or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement by the related Mortgage Loan Seller or Additional Repurchase Obligor, (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 the Trust Subordinate Companion Loan (or any related REO Loan (including for such purpose, solely 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 the Trust Subordinate Companion 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

 


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(excluding any portion of such interest that represents Default Interest or Excess Interest), 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 expenses (except for Liquidation Fees) in respect of such Mortgage Loan or Trust Subordinate Companion 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 Trust Subordinate Companion Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller or Additional Repurchase Obligor, pursuant to Section 5 or Section 19, as applicable, 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 Trust Subordinate Companion 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, Trust Subordinate Companion 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 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 (or the related Additional Repurchase Obligor), any Asset Representations Reviewer Asset Review Fee for such Mortgage Loan, to the extent not previously paid by the related Mortgage Loan Seller (or the related Additional Repurchase Obligor).

 

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 

 


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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 will be its respective Mortgage Loan Seller Percentage Interest as of the Closing Date of the total Purchase Price
for such Mortgage Loan or Trust Subordinate Companion Loan. Notwithstanding the foregoing, with respect to any repurchase pursuant
to sub-clause (A) and sub-clause (C) hereof, 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, Trust Subordinate Companion 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) ”A-” by S&P (or, if not rated by S&P, at least an equivalent rating by one NRSRO (which may include Fitch or DBRS Morningstar), (b) ”A” by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as “A-” by one other NRSRO (which may include S&P or DBRS Morningstar)) and (c) “A(low)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, at least an equivalent rating by one other nationally recognized insurance rating organization (which may include S&P or Fitch)), 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, (d) “A-:X” by A.M. Best Company, Inc. or (e) “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 Mortgage”: 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”.

 

“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 (and, if appointed by the Directing Certificateholder or with the approval of the requisite vote of Certificateholders following the Operating Advisor’s recommendation to replace the Special Servicer pursuant to Section 7.01(d),

 


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is not the originally replaced Special Servicer or its affiliate), (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) is listed on S&P’s Select Servicer List as a “U.S. Commercial Mortgage Special Servicer”, and (viii) is currently acting as a special servicer in a transaction rated by DBRS Morningstar and has not been publicly cited by DBRS Morningstar as having servicing concerns as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a 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 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 (except in a manner that would not be adverse to the interests of the Certificateholders) as of the date of substitution in all material respects with all of the representations and warranties set forth in the 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 the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and 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

 


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Seller); (xiv) have been approved by the Directing Certificateholder (so long as a Control Termination Event has not occurred and is not continuing and the affected Mortgage Loan is not an Excluded Loan); (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 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 Pooled Weighted Average Net Mortgage Rate) of any Class of Pooled 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.

 

“Quorum”:  The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the application of Realized Losses and the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance Certificates on an aggregate basis.

 

“RAC No-Response Scenario”:  As defined in Section 3.25(a).

 

“RAC Requesting Party”:  As defined in Section 3.25(a).

 

“Rated Final Distribution Date”:  As to each Class of Certificates, the Distribution Date in February 2053.

 

“Rating Agency”:  Each of Fitch, S&P and DBRS Morningstar 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 nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer, and specific ratings of Fitch, S&P and DBRS Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

 


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 “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”: The Pooled VRR Realized Losses, the Pooled Certificate Realized Losses, the F5 Tower VRR Realized Losses and
the F5 Tower Non-VRR Realized Losses, as applicable.

 

“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-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class X-A and
Class X-B Certificates.

 

“Regular
Certificates”: Any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S,
Class B, Class C, Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class H-RR, Class J-RR, Class NR-RR, Class F5T-A, Class
F5T-B, Class F5T-C and Class F5T-D Certificates,
the VRR Interest and the F5T-VRR 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 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.

 


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“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, compounded annually.

 

“Related
Certificates” and “Related Lower-Tier Regular Interests” ” and “Related Trust
Subordinate Companion Loan REMIC Regular Interest”: For each of the following Classes of Certificates, as applicable,
the related Class of Lower-Tier Regular Interests or Trust Subordinate Companion Loan REMIC Regular Interest, as applicable; and
for each of the following Classes of Lower-Tier Regular Interests or Trust Subordinate Companion Loan REMIC Regular Interests,
the related Class of Certificates, as applicable, set forth below:

 

	Related
Certificates 

	 

	Related
Lower-Tier Regular Interests and Related Trust Subordinate Companion Loan REMIC Regular Interests 


	Class
A-1 Certificates

	 

	Class
LA1 Uncertificated Interest


	Class
A-2 Certificates

	 

	Class
LA2 Uncertificated Interest


	Class
A-3 Certificates

	 

	Class
LA3 Uncertificated Interest


	Class
A-4 Certificates

	 

	Class
LA4 Uncertificated Interest


	Class
A-SB Certificates

	 

	Class
LASB Uncertificated Interest


	Class
A-S Certificates

	 

	Class
LAS Uncertificated Interest


	Class
B Certificates

	 

	Class
LB Uncertificated Interest


	Class
C Certificates

	 

	Class
LC Uncertificated Interest


	Class
D Certificates

	 

	Class
LD Uncertificated Interest


	Class
E Certificates

	 

	Class
LE Uncertificated Interest


	Class
F-RR Certificates

	 

	Class
LFRR Uncertificated Interest


	Class
G-RR Certificates

	 

	Class
LGRR Uncertificated Interest


	Class
H-RR Certificates

	 

	Class
LHRR Uncertificated Interest


	Class
J-RR Certificates

	 

	Class
LJRR Uncertificated Interest


	Class
NR-RR Certificates

	 

	Class
LNRRR Uncertificated Interest


	VRR
Interest

	 

	Class
LVRR Uncertificated Interest


	Class
F5T-A Certificates

	 

	Class
LF5A Uncertificated Interest


	Class
F5T-B Certificates

	 

	Class
LF5B Uncertificated Interest


	Class
F5T-C Certificates

	 

	Class
LF5C Uncertificated Interest


	Class
F5T-D Certificates

	 

	Class
LF5D Uncertificated Interest


	F5T-VRR
Interest

	 

	Class
LF5TVRR Uncertificated Interest




 

“Relevant
Servicing Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit AA 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

 


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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 “Midland Loan Services, a Division
of PNC Bank, National Association, as Special Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the
benefit of the registered holders of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6,
REO Account”. Any such account or accounts shall be an Eligible Account.

 

“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 Pooled Assumed Scheduled Payments or F5 Tower 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

 


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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 “Pooled Aggregate Principal Distribution Amount” shall be deemed outstanding until recovered. Notwithstanding
anything to the contrary, with respect to each Serviced Whole Loan (other than with respect to the F5 Tower Whole Loan, the Trust
Subordinate Companion 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 (other than the Trust Subordinate Companion Loan), as set forth
in the related Intercreditor Agreement.

 

“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 the Trust Subordinate Companion Loan REMIC 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 or Trust
Subordinate Companion 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

 


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 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).

 

“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).

 

“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 or Trust
Subordinate Companion 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 or Trust
Subordinate Companion 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

 


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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 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, the Loan-Specific 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 Safekeeping Account”: One or more accounts maintained by the Certificate Administrator for purposes of
holding the Risk Retention Certificates, which account(s) shall be deemed to be owned by the Holder(s) of the Risk Retention Certificates.

 

“Retained
Defeasance Rights and Obligations”: As defined in Section 3.18(i).

 

“Retained
Fee Rate”: A rate equal to 0.00125% per annum with respect to each Mortgage Loan.

 

“Retaining
Party”: With respect to (a) the securitization of the Mortgage Loans effected by this Agreement, Barclays, Barclays
Bank PLC and the Third Party Purchaser and (b) the securitization of the Trust Subordinate Companion Loan effected by this Agreement,
each of Barclays, Barclays Bank PLC, DBRI and DBNY.

 

“Retaining
Sponsor”: (i) With respect to the VRR Interest and the HRR Certificates,
Barclays and (ii) with respect to the F5T-VRR Interest, Barclays.

 

“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 Affiliate” or “Risk Retention Affiliated”: Means “affiliate of” or “affiliated
with”, as such terms are defined in 12 C.F.R. 244.2 of the Risk Retention Rules.

 

“Risk
Retention Certificates”: The HRR Certificates, the VRR Interest and/or the F5T-VRR Interest, as the context requires.

 

“Risk
Retention Consultation Party”: Each of the Pooled Risk Retention Consultation Party and the F5 Tower Risk Retention
Consultation Parties, as applicable.

 

“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.

 

 


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“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 12 C.F.R. § 244), 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 12 C.F.R. § 244.7.

 

“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, 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 nationally recognized statistical rating agency or other comparable Person reasonably designated
by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer,
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”: A data file containing additional information or schedules regarding data points in the related
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.

 

“Secure
Data Room”: The “Secure Data Room” tab, which shall initially be located within the Certificate Administrator’s
Website (initially “www.ctslink.com”), on the page relating to this transaction.

 

“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

 


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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 Certificates) or Class X Certificate.

 

“Serviced
AB Mortgage Loan”: Any Mortgage Loan that is part of a Serviced AB Whole Loan. For the avoidance of doubt, the F5 Tower
Mortgage Loan is the only Serviced AB Mortgage Loan related to the Trust as of the Closing Date.

 

“Serviced
AB Whole Loan”: Any AB Whole Loan that is serviced under this Agreement. For the avoidance of doubt, the F5 Tower Whole
Loan is the only Serviced AB Whole Loan related to the Trust as of the Closing Date.

 

“Serviced
AB Whole Loan Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Directing Lender” or
similarly defined party identified in the related AB Intercreditor Agreement. For the avoidance of doubt, Angelo Gordon &
Co. is the Serviced AB Whole Loan Controlling Holder related to the Trust as of the Closing Date.

 

“Serviced
Companion Loan”: A Companion Loan that is part of a Serviced Whole Loan.

 

“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 issued by another securitization and backed by a Serviced Pari Passu Companion Loan.

 

“Serviced
Companion Noteholder”: Any holder of record of any Serviced Companion Loan.

 

“Serviced
Companion Noteholder Register”: The register maintained by the Companion Paying Agent pursuant to Section 3.28.

 

“Serviced
Mortgage Loan”: A Mortgage Loan that is part of a Serviced Whole Loan.

 

“Serviced
Pari Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Whole Loan.

 

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

 

“Serviced
Pari Passu Mortgage Loan”: Each Mortgage Loan that is part of a Serviced Pari Passu Whole Loan.

 

“Serviced
Pari Passu Whole Loan”: A Pari Passu Whole Loan that is a Serviced Whole Loan. The table under the heading “Whole
Loans” in the Preliminary Statement hereto identify the Serviced Pari Passu Whole Loans related to the Trust as of the
Closing Date.

 


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“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
Subordinate Companion Loan”: Any AB Subordinate Companion Loan that is part of a Serviced AB Whole Loan. For the avoidance
of doubt, Note B-1 and Note B-2 of the F5 Tower Whole Loan are the only Serviced Subordinate Companion Loans related to the Trust.

 

“Serviced
Whole Loan”: A Whole Loan that is serviced and administered pursuant to this Agreement. As of the Closing Date, each
Whole Loan identified as a “Serviced” or “Servicing Shift” under the heading “Type”
in the Preliminary Statement hereto is a Serviced Whole Loan. After the related Servicing Shift Date, a Servicing Shift Whole
Loan will cease to be a Serviced Whole Loan.

 

“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) one (1) Business Day after
the Determination Date or (B) the fifteenth (15th) day of each calendar month (or, if the fifteenth (15th) calendar day of that
month is not a Business Day, then the Business Day immediately succeeding such fifteenth (15th) calendar day), provided,
however, that such Serviced Whole Loan Remittance Date under this clause (ii) shall not be earlier than two (2) Business
Days following the date the Master Servicer receives the related Periodic Payment with respect to such Serviced Whole Loan.

 

“Servicer
Termination Event”: As defined 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 Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or an

 


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 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 AA 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 (excluding any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, 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 (A) each Serviced Companion Loan, a per annum rate equal
to 0.00250% (except for the 545 Washington Boulevard Companion Loans) and (B) each 545 Washington Boulevard Companion Loan, a
per annum rate equal to 0.00375%, in each case computed on the basis of the Stated Principal Balance of the related Companion
Loan or REO Loan in the same manner in which interest is calculated in respect of such loans. With respect to each Non-Serviced
Mortgage Loan, the “Servicing Fee Rate” shall be a per annum rate equal to 0.00125%.

 

“Servicing
File”: A photocopy or an 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 Trust Subordinate Companion 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 hotel property (except with respect to tenanted commercial space within a hotel property), copies of a rent roll
and, for any office, retail, industrial or warehouse property, a copy of all leases and

 


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estoppels
and subordination and non-disturbance agreements delivered to the related Mortgage Loan Seller; (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 GG hereto. Exhibit GG 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 Control 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.

 

“Servicing
Shift Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Control
Note is included in a Non-Serviced Trust, provided that the holder of such Servicing Shift Control Note provides each of
the parties to this Agreement

 


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(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 Control 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. Each of the respective dates on which each of the Servicing Shift
Control Notes is included in a securitization trust is a Servicing Shift Date related to the Trust (subject to the proviso in
the immediately preceding sentence).

 

“Servicing
Shift Mortgage Loan”: A Mortgage Loan that is part of a Servicing Shift Whole Loan.

 

“Servicing
Shift Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a 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 Control Note on the related Servicing Shift Date. The table in the Preliminary Statement hereto identifies the Servicing
Shift Whole Loans related to the Trust.

 

“Servicing
Standard”: As defined in Section 3.01(a).

 

“Servicing
Transfer Event”: With respect to any Mortgage Loan (other than a Non-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,
on or before the due date of such Balloon Payment, documentation (and the Master Servicer shall be required to promptly forward
such documentation to the Directing Certificateholder) 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 (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 the same Serviced Whole Loan) at any time prior to such a 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

 


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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), unless a Control Termination Event has occurred
and is continuing or (B) if a Control Termination Event has occurred and is continuing, following consultation with the Directing
Certificateholder (other than with respect to an Excluded Loan), unless a Consultation Termination Event has occurred and is continuing),
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), unless a Control Termination
Event has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following consultation
with the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Consultation Termination Event has
occurred and is continuing), 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, on or prior to the date of the Balloon Payment, documentation 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 Directing Certificateholder) which provides that a refinancing of such Mortgage
Loan or sale of the related Mortgaged Property will occur within 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), unless a Control
Termination Event has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following
consultation with the Directing Certificateholder (other than with respect to an Excluded Loan), unless a Consultation Termination
Event has occurred and is continuing), that (A) the Mortgagor is likely not to make one or more Pooled Assumed Scheduled Payment
or F5 Tower Assumed Scheduled Payment, as applicable, prior
to such a refinancing or sale or (B) such refinancing or sale is not likely to occur within 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

 


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Section
3.07 or 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), unless a Control
Termination Event has occurred and is continuing or (B) if a Control Termination Event has occurred and is continuing, following
consultation with the Directing Certificateholder (other than with respect to an Excluded Loan), unless a 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 and adversely affect the interests of Certificateholders (or, in the case
of any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder(s)), 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, as applicable, 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), unless a Control Termination Event has occurred
and is continuing) 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

 


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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 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.

 

“SGFC”:
Societe Generale Financial Corporation, a Delaware corporation, or its successors in interest.

 

“Significant
Obligor”: As defined in Section 11.16.

 

“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth 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 90th day after the end
of such calendar year.

 

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

 

“SMC”:
Starwood Mortgage Capital LLC, a Delaware limited liability company, or its successor in interest.

 

“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 E, Class F-RR, Class G-RR, Class H-RR, Class J-RR,
Class NR-RR, F5T-A, Class F5T-B, Class F5T-C and Class F5T-D Certificates; provided, however, that the Certificate
Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates have
been retired.

 

“Special
Notice”: As defined in Section 5.06.

 

“Special
Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, and
its successors in interest and assigns, or any

 


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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).

 

“Special
Servicing Fee Rate”: With respect to (1) each Specially Serviced Loan and each REO Loan (other than a Non-Serviced
Mortgage Loan and the F5 Tower Whole Loan) on a loan by loan basis, (a) 0.25000% per annum computed on the basis of the
Stated Principal Balance of the related Mortgage Loan (including any REO Loan) and Companion Loan, as applicable, in the same
manner as interest is calculated on such Specially Serviced Loan; and (b) if the rate in clause (a) would result in a Special
Servicing Fee that would be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially
Serviced Loan or REO Loan shall be a rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500
for such month with respect to such Specially Serviced Loan or REO Loan and (2) with respect to the F5 Tower Whole Loan, 0.20000%
per annum computed on the basis of the Stated Principal Balance of the related Mortgage Loan (including any REO Loan) and
Companion Loan, 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 or Trust Subordinate Companion Loan, as of any date of determination,
an amount equal to (x) the Cut-off Date Balance of such Mortgage Loan or Trust Subordinate Companion 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 payments of principal 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 or Trust Subordinate Companion 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 or Trust Subordinate Companion
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 or Trust Subordinate Companion Loan) and Liquidation Proceeds received with respect to such

 


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Mortgage
Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion Loan resulting from a
Deficient Valuation or a modification of such Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion 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 or
Trust Subordinate Companion 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

 

(ii)     
    the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal
on the related Mortgage Loan or Trust Subordinate Companion Loan, as applicable), Liquidation Proceeds and REO Revenues received
with respect to such REO Loan.

 

A
Mortgage Loan, Trust Subordinate Companion Loan or an REO Loan that is a successor to a Mortgage Loan or Trust Subordinate Companion
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.

 

“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities 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.

 


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“Subject
Loans”: As defined in Section 12.02(b).

 

“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR, Class H-RR, Class J-RR and
Class NR-RR Certificate.

 

“Subordinate
Companion Holder”: The holder of any AB Subordinate Companion Loan.

 

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

 

“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 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 and the Trust Subordinate Companion Loan 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 or Trust Subordinate Companion 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 or Trust
Subordinate Companion Loan, 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) and Trust Subordinate Companion Loan, as applicable, 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).

 


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“Termination
Purchase Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion
Loan (exclusive of REO Loans) included in the Trust Fund, (2) the Appraised Value of the Trust’s portion of each REO Property,
if any, included in the Trust Fund (such Appraisals in this clause (2) to be conducted by an Independent MAI-designated appraiser
selected by the Special Servicer and approved by the Master Servicer and the Controlling Class) (prior to the occurrence and continuance
of a Control Termination Event, with respect to the Controlling Class approval), and (3) if a 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 Mortgaged 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).

 

“Third
Party Purchaser”: Any “third-party purchaser” (as defined under the Risk Retention Rules) that purchases
and holds the HRR Certificates. The Third Party Purchaser shall be KKR CMBS II Aggregator Type 1 L.P.

 

“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.

 

“Transfer
Restriction Period”: With respect to (a) the VRR Interest and the HRR Certificates,
the Pooled Transfer Restriction Period, and (b) the F5T-VRR Interest, the Loan-Specific Transfer Restriction Period.

 

“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 with respect to each Mortgage Loan is zero.

 

“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

 

“Transferee
Affidavit”: As defined in Section 5.03(p)(ii).

 

“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.

 

“Transferor
Letter”: As defined in Section 5.03(p)(ii).

 

“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named “BBCMS Mortgage Trust 2020-C6”.

 


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“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans
and Trust Subordinate Companion Loan 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 and the Trust Subordinate Companion Loan 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 and the
Trust Subordinate Companion Loan 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 and the Trust Subordinate Companion Loan (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 Trust Subordinate
Companion Loan REMIC Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the
Trust’s interest in such Gain-on-Sale Reserve Account), the VRR Certificate Gain-on-Sale Reserve Account (to the extent
of the Trust’s interest in such VRR Certificate Gain-on-Sale Reserve Account), the F5 Tower Non-VRR Gain-on-Sale Reserve
Account (to the extent of the Trust’s interest in such F5 Tower Non-VRR Gain-on-Sale Reserve Account), the F5 Tower VRR
Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such F5 Tower VRR 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; (xii) the Class VRR Upper-Tier Regular Interest; (xiii) the Trust Subordinate Companion Loan REMIC
Regular Interests and (xiv) 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 assets of the Trust.

 

“Trust
REMIC”: As defined in the Preliminary Statement.

 

“Trust
Subordinate Companion Loan”: The F5 Tower Trust Subordinate Companion Loan.

 

“Trust
Subordinate Companion Loan REMIC”: One of three separate REMICs comprising a portion of the Trust Fund, which consists
of the Trust Subordinate Companion Loan

 


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and
the proceeds thereof (excluding any entitlement to Excess Interest, the Excess Interest Distribution Account and any proceeds
thereon), any allocable portion of REO Property with respect thereto, the related portions of the REO Account, the F5 Tower Non-VRR
Gain-on-Sale Reserve Account, the F5 Tower VRR Gain-on-Sale Reserve Account, and the Trust Subordinate Companion Loan REMIC Distribution
Account.

 

“Trust
Subordinate Companion Loan REMIC Distribution Account”: With respect to the Trust Subordinate Companion Loan, the segregated
trust account or accounts created and maintained as a separate account or accounts by the Certificate Administrator (on behalf
of the Trustee) pursuant to Section 3.04(j) of this Agreement, which shall be entitled “Wells Fargo Bank, National
Association, as Certificate Administrator on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of
the registered holders of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6, Trust Subordinate
Companion Loan REMIC Distribution Account,” and which must be an Eligible Account or a subaccount of an Eligible Account.

 

“Trust
Subordinate Companion Loan REMIC Distribution Amount”: Amounts distributable pursuant to Section 4.01(b).

 

“Trust
Subordinate Companion Loan REMIC Regular Interests”: Any of the Class LF5TA, Class LF5TB, Class LF5TC, Class LF5TD
and Class LF5TVRR Uncertificated Interests, as applicable.

 

“Trustee”:
Wells Fargo Bank, 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.

 

“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”:
Barclays Capital Inc., SG Americas Securities, LLC, Bancroft Capital, LLC 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.

 


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“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.

 

“Unsolicited
Information”: As defined in Section 12.01(b)(iii).

 

“Upper-Tier
REMIC”: One of the three separate REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular
Interests, the Trust Subordinate Companion Loan REMIC 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 Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust
2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6, 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, 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 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

 


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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,
each determined as of the Distribution Date immediately preceding such time. The Voting Rights of any Class of Certificates shall
be allocated among Certificateholders of such Class in proportion to their respective Percentage Interests. The Class R and Class
S Certificates will not be entitled to any Voting Rights.

 

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

 

“VRR
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 VRR Interest, which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of the VRR Interest under the
Pooling and Servicing Agreement for the BBCMS Mortgage Trust 2020-C6 VRR Certificate Gain-on-Sale Reserve Account”. Any
such account shall be an Eligible Account or a subaccount of an Eligible Account. Benchmark.

 

“VRR
Interest”: A Certificate designated as “VRR 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 Class VRR Interest Specific Grantor Trust Assets.

 

“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”: A mortgage loan that includes a Mortgage Loan and one or more Companion Loans, all of which are secured by the
same Mortgaged Property. The table under the heading “Whole Loans” in the Preliminary Statement hereto identify
the Whole Loans related to the Trust. With respect to each Whole Loan, references herein to each such Whole Loan shall be construed
to refer to the aggregate indebtedness under the related Mortgage Loan and the related Companion Loan(s).

 

“Withheld
Amounts”: As defined in Section 3.21(a).

 

“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan, the amount of any Advances
made with respect to

 


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such
Mortgage Loan or Trust Subordinate Companion Loan on or before the date such Mortgage Loan or Trust Subordinate Companion Loan
becomes (or, but for the making of three 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 or Trust Subordinate Companion 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.

 

“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 equal to the lesser
of (i) (a) except with respect to the F5 Tower Whole Loan, 1.00% or (b) with respect to the F5 Tower Whole Loan, 0.45%, in each
case, 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 (a) Periodic Payments, (b) Balloon Payments, (c) Principal Prepayments and (d)
payments (other than those included in clause (a) or (b) of this definition) at maturity or the Anticipated Repayment Date received
on each Corrected Loan for so long as it remains a Corrected Loan and (ii) such rate that would result in $1,000,000 in the aggregate
with respect to any particular 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 borrower 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 360-day year consisting of twelve 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

 


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Certificates,
Principal Prepayments with respect to any Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion Loan, as applicable, 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 the immediately preceding Distribution Date pursuant to Section 4.01(a), and Section
4.01(c) (b) any Pooled Certificate Realized Losses or F5 Tower Non-VRR Realized Losses allocated to such Class of Principal
Balance Certificates on the immediately preceding Distribution Date pursuant to Section 4.04, and (c) any recoveries on
the related Mortgage Loans or the Trust Subordinate Companion Loan, as applicable, of Nonrecoverable Advances (plus interest
thereon) that were previously reimbursed from principal collections on the related Mortgage Loans or the Trust Subordinate Companion
Loan, as applicable, that resulted in a reduction of the Pooled Aggregate Principal Distribution Amount or the F5 Tower Aggregate
Principal Distribution Amount, which recoveries are allocated to such Class of Principal Balance Certificates on the immediately
preceding Distribution Date 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, Trust Subordinate Companion Loan 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 or Serviced Companion Loan, as applicable,
or sale of a Defaulted Loan or Trust Subordinate Companion Loan, as applicable, by the Special Servicer, 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, as applicable, 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 Whole Loan, first, to any related AB Subordinate Companion
Loan and then, pro rata and pari passu, to the Trust and any related Serviced Pari Passu Companion Loans
in accordance with the respective Stated Principal Balances

 


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of
the related Serviced Pari Passu 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 and Trust Subordinate Companion Loan. (a) The Depositor, concurrently with
the execution and delivery hereof, does hereby establish a trust, appoint the Trustee as 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 and the Trust Subordinate Companion Loan REMIC Regular Interests) all the right, title and interest
of the Depositor, whether now owned or existing or hereafter acquired or arising, 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 and the Trust Subordinate
Companion Loan, (ii) (a) with respect to the Mortgage Loans, 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 related Mortgage Loan Purchase Agreements, Section 19 of the Mortgage Loan Purchase Agreement between
the Depositor, Barclays and BCHI, and Section 19 of the Mortgage Loan Purchase Agreement between the Depositor, SGFC and Société
Générale and (b) with respect to the Trust Subordinate Companion Loan, Sections 1, 2, 3, 4, 5, 7 (other than Sections
7(a)(xii) and 7(b)(ix)) and 8 and, to the extent related to the foregoing, Sections 10, 11, 12, 13, 14, 15, 16, 17, 18, 20, 21,
22, 23 and 24; (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 Trust Subordinate
Companion Loan REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account
the Upper-Tier REMIC 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 VRR Certificate Gain-on-Sale Reserve Account (to the extent
of the Depositor’s interest in such VRR Certificate

 


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Gain-on-Sale
Reserve Account), the F5 Tower VRR Gain-On-Sale Reserve Account (to the extent of the Depositor’s interest in such F5 Tower
VRR Gain-On-Sale Reserve Account) the F5 Tower Non-VRR Gain-On-Sale Reserve Account (to the extent of the Depositor’s interest
in such F5 Tower Non-VRR 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 Lower-Tier Regular Interests; (xiii) the Trust Subordinate Companion Loan
REMIC Regular Interests; and (xiv) 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 and the Trust Subordinate Companion Loan (in each case, other than (i) payments of principal and interest due and payable
on the Mortgage Loans and the Trust Subordinate Companion Loan on or before the Cut-off Date; (ii) prepayments of principal collected
on or before the Cut-off Date; (iii) with respect to those Mortgage Loans that were closed in February 2020 but have their first
Due Date in March 2020, any interest amounts relating to the period prior to the Cut-off Date; and (iv) any Retained Defeasance
Rights and Obligations with respect to the Mortgage Loans for which SMC or SGFC is the related Mortgage Loan Seller). The transfer
of the Mortgage Loans, the Trust Subordinate Companion Loan 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 (a) with respect to the Mortgage Loans, 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 related Mortgage Loan Purchase Agreements, Section 19 of the Mortgage Loan Purchase Agreement between the Depositor,
Barclays and BCHI and Section 19 of the Mortgage Loan Purchase Agreement between the Depositor, SGFC
and Société Générale and (b) with respect to the Trust Subordinate Companion Loan, Sections 1, 2, 3, 4, 5,
7 (other than Sections 7(a)(xii) and 7(b)(ix)) and 8 and, to the extent related to the foregoing, Sections 10, 11, 12, 13, 14,
15, 16, 17, 18, 20, 21, 22, 23 and 24; (iii) the Intercreditor Agreements; it is intended that the Trustee get the benefit
of Sections 10, 13 and 15 thereof (with respect to the Mortgage Loans) and Sections 5, 11 and 17 (with respect to the Trust Subordinate
Companion Loan) 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 (with respect to the Mortgage Loans) and Sections 5, 11
and 17 (with respect to the Trust Subordinate Companion Loan) 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 and Trust Subordinate Companion 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

 


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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 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, 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

 


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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 contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything
herein to the contrary, with respect to letters of credit referred to in clause (xii) of the definition of “Mortgage File”,
the applicable Mortgage Loan Seller shall deliver the original to the Master Servicer (which letter of credit shall be titled
in the name of, or assigned to, “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust
2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6”), and a copy to the Custodian or, if such original
has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or amendment
of such letter of credit (changing the beneficiary thereof to the Master Servicer (in care of the Trustee, as titled above) that
may be required in order for 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 or Trust Subordinate Companion Loan documents, as applicable)
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 with respect to any letter(s) of credit a copy thereof to the Custodian
indicating that such document has been delivered to the issuing bank

 


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for
reissuance or an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit pursuant
to this Section 2.01(b), one of which shall be delivered to the Custodian within forty-five (45) days after the Closing
Date. If a letter of credit referred to in the previous sentence 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 the appropriate assignment or amendment documents (or copies
of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer
of such letter of credit for processing) to the Custodian within forty-five (45) days of the Closing Date. If not otherwise paid
by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s)
of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trust 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 assigned or amended in order that it may be drawn by the Master Servicer on behalf of the
Trust.

 

(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 and the Trust Subordinate Companion Loan 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 and the Trust Subordinate Companion Loan 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) 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

 


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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 or Trust Subordinate Companion 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 and the Trust Subordinate Companion Loan (including, in each case, financial statements, appraisals, environmental reports,
engineering reports, transaction screens, seismic assessment reports, leases, rent rolls, Insurance Policies and certificates,
major space leases, legal opinions, tenant estoppels and any other relevant documents relating to the origination and servicing
of any Mortgage Loan or related Whole Loan that are reasonably necessary for the ongoing administration and/or servicing of the
applicable Mortgage Loan or Whole Loan, but 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 or Trust Subordinate Companion Loan, together with copies
of all documents in each Mortgage File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master
Servicer within five (5) Business Days after the Closing Date (except that copies of any instruments of assignment that are returned
to the Custodian by the related public recording office in accordance with the requirements of Section 2.01(c) shall be
delivered by the Custodian to the Master Servicer when the originals are returned to the Custodian) and shall be held by the Master
Servicer on behalf of the Trustee in trust for the

 


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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 the parties hereto acknowledge and agree that some or all of the items in this Section 2.01(d)
have, as of the Closing Date, been posted to websites to which various parties to this Agreement have access, and if any such
items have been so posted to any such website(s) to which the Master Servicer has access, such items will be deemed to have been
delivered to the Master Servicer in accordance with this Section 2.01(d); and provided, further, that if
the Master Servicer is unable to download such items from such website(s) after making reasonable efforts to do so and provides
notice (which may be delivered by electronic means) to the Mortgage Loan Seller, the Depositor shall cause such Mortgage Loan
Seller to deliver such items to the Master Servicer by such means as may be reasonably acceptable to the Master Servicer. 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 unapplied reserve funds and Escrow
Payments in the possession or under the control of the Mortgage Loan Seller that relate to the Mortgage Loans (other than any
Non-Serviced Mortgage Loan) 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)          With
respect to the Mortgage Loans secured by the Mortgaged Properties identified as Mortgage Loan Numbers 22, 29, 35, 36, 37 and 38
on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter in favor of the respective
Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter
to the Trustee for the benefit of the Certificateholders or otherwise have a new comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders,
the related Mortgage Loan Seller or its designee shall provide any such required notice or make any such required request to the
related franchisor (with a copy of such notice or request to the Master Servicer) within forty-five (45) days of the Closing Date
(or any shorter period if required by the applicable comfort letter), and the Master Servicer shall use reasonable efforts in
accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document
or acknowledgement as may be contemplated under the existing comfort letter). If the Master Servicer is unable to acquire any
such replacement comfort letter (or new document or acknowledgement, as applicable) within 120 days of the Closing Date, the Master
Servicer shall notify the related Mortgage Loan Seller that no such replacement comfort letter has been received.

 


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(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)           Within
two (2) Business Days of the Closing Date, the Depositor shall deliver each of the Initial Schedule AL File and any Initial Schedule
AL Additional File in EDGAR Compatible Format and Excel format and Annex A-1 to the Prospectus in Excel format to the Master Servicer
via electronic email to NoticeAdmin@midlandls.com.

 

(j)           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 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 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 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 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 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 Date, the Person selling the related Servicing Shift Control 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

 


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 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 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.

 

(k)          Notwithstanding
anything to the contrary contained herein, 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, 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.

 

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 and the Trust Subordinate Companion Loan 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, and the Trust
Subordinate Companion Loan), the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the Operating Advisor
and the applicable Mortgage Loan Seller (as to each Mortgage Loan and Trust Subordinate Companion Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan or Trust Subordinate Companion Loan paid in full)) that,

 


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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, or Trust Subordinate Companion 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. With respect to each Mortgage Loan and Trust Subordinate Companion Loan
listed on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan or Trust Subordinate Companion
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).

 

(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 or Trust Subordinate Companion Loan listed on the Mortgage Loan Schedule
(other than any related Mortgage Loan or Trust Subordinate Companion Loan as to which a Liquidation Event has occurred) or any
related Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion 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.

 

(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 and, with respect to any other Mortgage Loan or Trust Subordinate
Companion 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 or Trust

 


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Subordinate
Companion 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 or Trust
Subordinate Companion 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 or Trust Subordinate Companion 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 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 or Trust Subordinate Companion Loan, defending any claim asserted by any Mortgagor or third party with respect to the related
Mortgage Loan or Trust Subordinate Companion Loan, establishing the validity or priority of any lien on collateral securing the
related Mortgage Loan or Trust Subordinate Companion Loan or for any immediate significant servicing obligation, the related Mortgage
Loan Seller or Additional Repurchase Obligor shall be required to repurchase or substitute for the related Mortgage Loan or Trust
Subordinate Companion Loan in accordance with, and to the extent required by, the terms and conditions of Section 2.03(b)
and Section 5 or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement; provided, however,
that such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan or Trust Subordinate Companion 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 the 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 or Trust Subordinate Companion Loan 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

 


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on
the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates or other papers
relating to the Mortgage Loans and the Trust Subordinate Companion Loan 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 or Trust Subordinate Companion 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 state level UCC Financing Statement filing for each Mortgaged Property (or with
respect to any Mortgage Loan that has two 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 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 or Trust Subordinate Companion 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

 


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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 or Trust Subordinate Companion 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.

 

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 Master Servicer, 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 the BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6
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

 


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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 Master Servicer, 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 or Trust Subordinate Companion Loan is repurchased or replaced pursuant to Section 2.03
of this Agreement, the Enforcing Servicer shall promptly notify the Depositor of such repurchase or replacement.

 

Section
2.03  Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution
of Mortgage Loans and the Trust Subordinate Companion Loan for Defects in Mortgage Files and Breaches of Representations and Warranties.
(a) The Depositor hereby represents and warrants that:

 

(i)           
The Depositor is a limited liability company 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 and
the Trust Subordinate Companion Loan 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 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 formation or operating agreement 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

 


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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 and the Trust Subordinate Companion Loan 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 and the Trust Subordinate Companion Loan with the full right to transfer
the Mortgage Loans and the Trust Subordinate Companion Loan to the Trust, and the Mortgage Loans and the Trust Subordinate Companion
Loan 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 or Trust Subordinate Companion Loan not being 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, Trust Subordinate Companion Loan or REO Loan (excluding any related Serviced Companion
Loan, if applicable), 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 Loans, for which
no substitution will be permitted) for such affected Mortgage Loan, Trust Subordinate Companion Loan or REO Loan (or, in the case
of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) (excluding any related Serviced Companion
Loan, if applicable) (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, that the related
Mortgage Loan Seller shall not purchase the Trust Subordinate Companion Loan without repurchasing the related F5 Tower Mortgage
Loan; 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 

 


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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, Trust Subordinate Companion Loan or REO Loan (excluding
any related Serviced Companion Loan, if applicable) or substitute a Qualified Substitute Mortgage Loan (other than with respect
to the Whole Loans, for which no substitution will be permitted)) and 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 or Trust Subordinate
Companion Loan other than an Excluded Loan, 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 and the Directing Certificateholder (in the case of 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
or the Trust Subordinate Companion Loan not to be 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 or Trust Subordinate Companion Loan shall be repurchased or substituted
for without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan or Trust Subordinate
Companion Loan is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller
(or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) 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 or Trust Subordinate Companion 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, with respect to any Mortgage Loan or Trust Subordinate
Companion Loan other than an Excluded Loan or a Servicing Shift Mortgage Loan, in either case, with the consent of the Directing
Certificateholder if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value
Payment”) with respect to such Mortgage Loan or Trust Subordinate Companion 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. The Loss of Value Payment shall include the

 


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portion
of any Liquidation Fees payable to the Enforcing 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 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 or Trust Subordinate
Companion 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 such Mortgage Loan or Trust Subordinate Companion Loan); (ii) such Loss of Value Payment shall not be greater than the Purchase
Price of the affected Mortgage Loan or Trust Subordinate Companion Loan; and (iii) a Material Defect as a result of a Mortgage
Loan or Trust Subordinate Companion Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment.

 

With
respect to any Non-Serviced Whole Loan, any “Defect” (or analogous term) under the related Non-Serviced PSA shall
constitute a Material Defect under each Mortgage Loan Purchase Agreement to the extent the applicable Mortgage Loan Seller repurchases
the Non-Serviced Companion Loan from the trust created pursuant to such Non-Serviced PSA; provided, however, that
the foregoing shall not apply to any Defect related solely to the promissory note for any related Non-Serviced Companion Loan.

 

If
any Breach that constitutes a Material Defect pertains to a representation or warranty that the related Mortgage Loan or Trust
Subordinate Companion Loan documents or any particular Mortgage Loan or Trust Subordinate Companion Loan document requires the
related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan or Trust
Subordinate Companion Loan document(s), then the related Mortgage Loan Seller shall 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 Mortgage Loan Seller to the Asset Representations Reviewer to the extent not previously
paid by the Mortgage Loan Seller to the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan
or Trust Subordinate Companion Loan; provided however, that if the Breach relates to a Joint Mortgage Loan,
each Mortgage Loan Seller shall be responsible for its Mortgage Loan Seller Percentage Interest of all such costs and expenses
unless such Breach relates solely to the Mortgage Note contributed by such Mortgage Loan Seller; provided, further,
however, in the event any such costs and expenses exceed $10,000, the Mortgage Loan Seller shall have the option to either
repurchase or substitute for the related Mortgage Loan or Trust Subordinate Companion Loan as provided above or pay such costs
and expenses. 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 and upon its making such remittance, the related

 


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Mortgage
Loan Seller shall be deemed to have cured such Breach in all respects. To the extent that 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 or
Trust Subordinate Companion 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 or Trust Subordinate Companion
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 by the Special Servicer to the Master Servicer who shall remit such funds) 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 or Trust Subordinate Companion Loan if it is otherwise
required to do so under the related Mortgage Loan Purchase Agreement and/or this Article II 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), (iii) such Material Defect does not
relate to the applicable Mortgage Loan or Trust Subordinate Companion Loan not being a Qualified Mortgage, and (iv) such delay
or failure to provide notice (as required by the terms of the applicable Mortgage Loan Purchase Agreement or this Agreement) prevented
the Mortgage Loan Seller from curing such Material Defect and such Material Defect was otherwise curable. Notwithstanding the
foregoing, if a Mortgage Loan or Trust Subordinate Companion Loan is not secured by a Mortgaged Property that is, in whole or
in part, a hotel, restaurant (operated by a borrower), healthcare facility, nursing home, assisted living facility, 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 or Trust Subordinate Companion Loan shall not be a Material Defect.

 

The
parties acknowledge that certain Mortgage Loan Purchase Agreements may provide for an Additional Repurchase Obligor that is required
to perform the obligations of the related Mortgage Loan Seller described in this Section 2.03(b) or a guarantor of such obligations,
in each case, to the extent set forth in the applicable Mortgage Loan Purchase Agreement.

 

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 or Trust Subordinate Companion Loan, the related Mortgage Loan Seller shall not be obligated to

 


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repurchase
the Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion 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
or Trust Subordinate Companion 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 issuing entity 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 or Trust Subordinate Companion 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 (ii) through (vi) of this Section 2.03(c)) shall be considered
to materially and adversely affect the value of the related Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion Loan, defending any claim asserted by any Mortgagor or third party with respect to
the related Mortgage Loan or Trust Subordinate Companion Loan, establishing the validity or priority of any lien on any collateral
securing the related Mortgage Loan or Trust Subordinate Companion Loan or for any immediate significant servicing obligation;
provided, further, that no Defect relating to any Non-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 or Trust Subordinate Companion 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

 


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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 or Trust Subordinate
Companion 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 or Trust Subordinate Companion 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 or Additional Repurchase Obligor in the same manner as
provided in Section 5 or Section 19, as applicable, 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 or Trust Subordinate Companion Loan (including property acquired in respect thereof and
proceeds of any insurance policy with respect thereto) and the related Mortgage Loan or Trust Subordinate Companion Loan documents.

 

(e)          Section
5 of each of the Mortgage Loan Purchase Agreements provides 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; provided, however, that the foregoing
shall in no way limit the ability of the Master Servicer, the Special Servicer or the Trustee to take any action against BCHI
and Société Générale, in each case,
to the extent provided for pursuant to the related Mortgage Loan Purchase Agreement, including, without limitation, pursuant to
Section 19 thereof.

 

(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

 


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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 the 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 or the Requesting Certificateholder, 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)(viii) 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 or Trust Subordinate Companion 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 or Trust Subordinate Companion 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 or Trust Subordinate Companion 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 or Trust Subordinate Companion 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 or Trust Subordinate Companion 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 Enforcing 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
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

 


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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 related
Mortgage Loan Seller may 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 Mortgage Loan Purchase Agreement to remove the threat of material
impairment as a result of the exercise of remedies.

 


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(k)          (i)
In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
or Trust Subordinate Companion Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material
Defect with respect to such Mortgage Loan or Trust Subordinate Companion 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. The Enforcing Servicer shall then 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 (other than any Loan-Specific Directing
Certificateholder that is a Mortgage Loan Seller or an Affiliate thereof) identifies a Material Defect with respect to a Mortgage
Loan or Trust Subordinate Companion 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 and the related Mortgage
Loan Seller identifying the applicable Mortgage Loan or Trust Subordinate Companion 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 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 its 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 Servicer, and reasonably requested by the
Special Servicer to enable it to assume its duties hereunder to the extent

 


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set
forth in this Agreement for such Non-Specially Serviced Loan. Upon receipt of such 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 or Trust Subordinate Companion
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, at 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),
indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (a “Proposed
Course of Action”). The Certificate Administrator will be required to 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.
The Proposed Course of Action Notice shall include (a) a request to Certificateholders to indicate to the Enforcing Servicer 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 30-day period will not be taken into consideration, (b) a statement that if any Certificateholder disagrees
with the Proposed Course of Action, the Enforcing Servicer shall be compelled to follow (either as the Enforcing Party or as the
Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) the course of action agreed to
and/or proposed by the majority of the responding Certificateholders that involves referring the matter to mediation or arbitration,
as the case may be, in accordance with the procedures set forth below relating to the delivery of Preliminary Dispute Resolution
Election Notices and Final Dispute Resolution Election Notices (c) a statement that the 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 the
responding Certificateholders to send their responses to the Enforcing Servicer and the Certificate Administrator. The Certificate
Administrator shall, within fifteen (15) 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 and clearly indicating 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 the 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 the Certificateholders’
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.
If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request

 


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does
not involve pursuing 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 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 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 (including non-binding arbitration) or arbitration. In the event
(a) the Enforcing Servicer’s initial Proposed Course of Action indicated a recommendation to undertake mediation (including
non-binding arbitration) or arbitration, (b) any Certificateholder or Certificate Owner entitled to do so delivers a Preliminary
Dispute Resolution Election Notice, and (c) the Enforcing Servicer has also received responses from other Certificateholders or
Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action indicating a recommendation to
undertake mediation (including non-binding arbitration) or arbitration, such additional responses from other Certificateholders
or Certificate Owners will also be considered Preliminary Dispute Resolution Election Notices supporting such Proposed Course
of Action for purposes of determining the course of action approved by the majority of responding Certificateholders.

 

(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 as the Enforcing Party 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 or Certificate Owner (each of clauses
(a) and (b), a “Requesting Certificateholder” provided that a Holder of the VRR Interest may not be
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

 


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faith
to be in accordance with the Servicing Standard 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”).

 

(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 there is more than one Requesting Certificateholder that 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 (including whether to refer the matter to mediation (including non-binding
arbitration) 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 (i) 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, (ii) 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 delivered to
the Enforcing Servicer, and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course
of action under clause (ii), then the Enforcing Servicer 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.

 


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(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.

 

(viii)      
For the avoidance of doubt, none of the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan or any of
their respective affiliates (other than the Special Servicer or a Controlling Class Certificateholder) shall be entitled to be
an Initial Requesting Certificateholder or a Requesting Certificateholder or to act as a Certificateholder for purposes of delivering
any Preliminary Dispute Resolution Election Notice or Final Dispute Resolution Election Notice or otherwise to vote Certificates
owned by it or such affiliate(s) with respect to a course of action proposed or undertaken pursuant to the procedures described
herein.

 

(ix)        
Subject to the other provisions of this Section 2.03(l), 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 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 potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two 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 10
Business Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.

 


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(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 Enforcing 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:

 

(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 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 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 potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory
challenges within 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 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 shall 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

 


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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 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 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

 


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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 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).

 


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(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 of foreclosure, 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.

 

(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 under this Agreement shall be reimbursable as 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 or substitute with respect to a Material Defect with respect to the related Mortgage Loan shall be limited
to a repurchase or substitution 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; Issuance of Trust Subordinate Companion Loan
REMIC Regular Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate
Companion Loan 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, the Trust Subordinate Companion Loan REMIC and the Grantor Trust.
Concurrently with such assignment and delivery, (i) in exchange for the Mortgage Loans (other than Excess Interest), and the Trust
Subordinate Companion Loan (other than Excess Interest) and the other assets comprising the Trust Subordinate Companion Loan REMIC
and the Lower-Tier REMIC, receipt of which is hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier Regular
Interests, the Trust Subordinate Companion Loan REMIC Regular Interests, and the Class LR Interest and the Class F5T-R 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 and the Trust Subordinate
Companion Loan REMIC Regular Interests to the Upper-Tier REMIC; (iv) immediately thereafter, in exchange for the Lower-Tier Regular
Interests and the Trust Subordinate Companion Loan REMIC Regular Interests, the Trustee acknowledges that it has caused the Certificate
Administrator to issue the Class UR Interest 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, the Class VRR Upper-Tier
Regular Interest and the Class R

 


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Certificates,
and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations and
such Certificates evidencing the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R Certificates,
the Class F5T-R Interest, the Class LR Interest and the Class UR Interest) and (v) the Trustee acknowledges that it has caused
the Certificate Administrator to issue the VRR Interest, F5T-VRR Interest and Class S 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.

 

Section
2.05  Creation of the Grantor Trust. The portions of the Trust consisting of the Class S Specific Grantor Trust
Assets, undivided beneficial ownership of which will be represented by the Class S Certificates, and the Class VRR Interest Specific
Grantor Trust Assets, undivided beneficial ownership of which will be represented by the VRR Interest, and the Loan-Specific Certificates
Specific Grantor Trust Assets, beneficial ownership of which will be represented by the Loan-Specific Certificates, 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   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 Mortgage Loans (other than any Non-Serviced
Mortgage Loan), any Serviced Companion Loans (including, for the avoidance of doubt, the Trust Subordinate Companion Loan) 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, (i) in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the
Lower-Tier Regular Interests), and (ii) in the case of the Trust Subordinate Companion Loan, the Holders of the Loan-Specific
Certificates and the Trustee, in each case, 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

 


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or
the REMIC Provisions. To the extent consistent with the foregoing, the Master Servicer and the Special Servicer shall service
the 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 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 Loan constituted a single lender),
taking into account the subordinate or pari passu nature, as applicable, of the related Companion Loan), as determined
by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration
to the customary and usual standards of practice of prudent institutional commercial, multifamily and manufactured housing community
mortgage loan servicers, but without regard to any conflict of interest arising from: (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 the 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.

 


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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 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 the
Master Servicer, shall not have any responsibility for the performance by the Special Servicer, in its capacity as the Special
Servicer, of its duties under this Agreement. The Special Servicer, in its capacity as the Special Servicer, shall not have any
responsibility for the performance by the Master Servicer, in its capacity as the 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 and 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

 


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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, 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 related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each
Mortgage Loan and any related Serviced Companion Loan (and, if applicable, each REO Property) 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 Section 3.08,
Section 3.18 and Section 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 or Trust Subordinate Companion Loan 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 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 attached hereto (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

 


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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 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 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, (x) the applicable Mortgage Loan Seller pursuant
to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan (other than any
Non-Serviced Mortgage Loan) identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in
care of the Trustee, as titled in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion
Holders shall be the

 


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beneficiary
under each such letter of credit and (y) 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.
If a letter of credit is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the
provider of such letter of credit pursuant to clause (x) of the immediately 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.

 

(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.

 

(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, with respect to any
Serviced Whole Loan, first, by any related AB Subordinate Companion Loan and then, pro rata and pari passu,
by the Trust and any related Serviced Pari Passu Companion

 


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Loans,
in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loans.

 

(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,
without limitation, costs and expenses of litigation and of enforcement of such indemnity, and of investigation, counsel fees,
damages, judgments and amounts paid in settlement) 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 Pari Passu 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 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. 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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(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.

 

(n)          In
connection with the securitization of any Serviced Companion Loan (in each case, only while it is a Serviced Companion Loan),
upon the request of (and at the expense of) a related Serviced Companion Noteholder (or its designee), each of the Master Servicer
(if such Serviced Companion Loan is not a Specially Serviced Loan), the Special Servicer (if such Serviced Companion Loan is a
Specially Serviced Loan) 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.

 

(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. The parties
hereto acknowledge and agree that the servicing and administration of the Trust Subordinate Companion Loan and the F5 Tower Whole
Loan shall continue hereunder by the Master Servicer and the Special Servicer

 


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even
if the related F5 Tower Mortgage Loan is no longer part of the Trust Fund subject to the provisions of Section 3.34(g);

 

(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
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 ARD Loan, 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 not take any enforcement action with respect to
the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until the
Maturity Date of the related ARD Loan or until the outstanding principal balance of such ARD Loan (exclusive of any portion
representing accrued Excess Interest) has been paid in full; 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 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 have no consent or consultation rights with respect to the foregoing waivers in
relation to any Excluded Loan.

 


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(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;

 

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 Pooled 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
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 the 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);

 


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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 by the Master Servicer 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 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 and other
than, if applicable, accrued and unpaid Excess Interest (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);

 

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

 


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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 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 Pooled 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 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;

 


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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 by the Master Servicer 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 and other
than, if applicable, accrued and unpaid Excess Interest (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

 

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

 


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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)          (i)
All amounts collected by or on behalf of the Trust in respect of the Trust Subordinate Companion Loan shall be applied to amounts
due and owing under the related Trust Subordinate Companion Loan documents (including for principal and accrued and unpaid interest)
in accordance with the express provisions of the related Trust Subordinate Companion Loan documents (including the F5 Tower Intercreditor
Agreement); provided, however, that absent express provisions in the related Trust Subordinate Companion Loan documents
(including the F5 Tower Intercreditor Agreement), all amounts collected by or on behalf of the Trust in respect of the Trust Subordinate
Companion Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds
under the Trust Subordinate Companion Loan 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 Trust Subordinate
Companion Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional
trust fund expenses;

 

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 Trust Subordinate Companion Loan (as described in the first proviso
in the definition of the F5 Tower 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 the Trust Subordinate Companion Loan to the extent of the excess of (i) unpaid interest (exclusive of default
interest and Excess Interest) on the Trust Subordinate Companion 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 subclause
(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 the Trust Subordinate Companion 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 the related Appraisal Reduction Amounts or (B) accrued at the
Net Mortgage Rate on the portion of the Stated Principal Balance of the Trust Subordinate Companion Loan equal to any related
Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;

 


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fourth,
to the extent not previously so allocated pursuant to clause first or second, above as a recovery of principal of
the Trust Subordinate Companion Loan then due and owing, including by reason of acceleration of the Trust Subordinate Companion
Loan following a default thereunder (or, if the Trust Subordinate Companion 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 the Trust Subordinate Companion 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 the Trust Subordinate Companion Loan that have
occurred in connection with related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction
Amounts but for such P&I Advance not having been made as a result of a determination by the Master Servicer that such P&I
Advance would have been a Nonrecoverable Advance, and (B) any unpaid interest (exclusive of default interest and Excess Interest)
that accrued at the related Net Mortgage Rate on the Trust Subordinate Companion Loan on the portion of the Stated Principal Balance
of the Trust Subordinate Companion 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 the Trust Subordinate Companion Loan;

 

seventh,
as a recovery of any other reserves to the extent then required to be held in escrow with respect to the Trust Subordinate Companion
Loan;

 

eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under the Trust Subordinate Companion Loan;

 

ninth,
as a recovery of any late payment charges and default interest then due and owing under the Trust Subordinate Companion Loan;

 

tenth,
as a recovery of any assumption fees and Modification Fees then due and owing under the Trust Subordinate Companion Loan;

 

eleventh,
as a recovery of any other amounts then due and owing under the Trust Subordinate Companion 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

 

twelfth,
as a recovery of any remaining principal of the Trust Subordinate Companion Loan to the extent of its entire remaining unpaid
principal balance;

 

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 the F5 Tower
Mortgaged Property (including in connection with a

 


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condemnation)
at a time when the loan-to-value ratio of the F5 Tower Whole Loan exceeds 125%, or would exceed 125% following any partial release
(based solely on the value of real property and excluding personal property and going concern value, if any, 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 F5 Tower Whole Loan in the manner required by the REMIC Provisions; provided, that
amounts collected with respect to the F5 Tower Whole Loan shall be allocated first pursuant to the terms of the F5 Tower Intercreditor
Agreement and then, any amounts allocated to the Trust Subordinate Companion 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, exclusive of any amounts payable to the holder of the F5 Tower Mortgage Loan pursuant to the F5 Tower Intercreditor
Agreement) shall be allocated for purposes of collecting amounts due under the Trust Subordinate Companion Loan in the following
order of priority:

 

first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the Trust Subordinate
Companion Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust
fund expenses with respect to the Trust Subordinate Companion 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 Trust Subordinate Companion Loan (as described in the first proviso
in the definition of F5 Tower 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 the Trust Subordinate Companion Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive
of default interest and Excess Interest) on the Trust Subordinate Companion 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 subclause (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 the Trust Subordinate Companion 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 the Trust Subordinate Companion Loan that would have occurred
in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the Trust

 


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Subordinate
Companion Loan on the portion of the Stated Principal Balance of the Trust Subordinate Companion 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
the Trust Subordinate Companion Loan to the extent of its entire unpaid principal balance;

 

fifth,
as a recovery of accrued and unpaid interest (exclusive of default interest and Excess Interest) on the Trust Subordinate Companion
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 the Trust Subordinate Companion Loan that have occurred in connection with related Appraisal Reduction Amounts or would have
occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made as a result
of a determination by the Master Servicer that such P&I Advance would have been a Nonrecoverable Advance, and (B) any unpaid
interest that accrued at the related Net Mortgage Rate on the Trust Subordinate Companion Loan on the portion of the Stated Principal
Balance of the Trust Subordinate Companion 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 the Trust Subordinate Companion Loan;

 

seventh,
as a recovery of any late payment charges and default interest then due and owing under the Trust Subordinate Companion Loan;

 

eighth,
as a recovery of any assumption fees and Modification Fees then due and owing under the Trust Subordinate Companion Loan; and

 

ninth,
as a recovery of any other amounts then due and owing under the Trust Subordinate Companion 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);

 

provided
that amounts collected with respect to the F5 Tower Whole Loan shall be allocated first pursuant to the terms of the F5
Tower Intercreditor Agreement and then, any amounts allocated to the Trust Subordinate Companion 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(s), as applicable, in accordance with Section 3.02(b)(ii) above.

 


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(d)          To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan(s), 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(s) 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)
and Section 3.02(c)(ii), as applicable, above.

 

(e)          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 the 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 Excess Interest or prepayment penalty. The preceding statements shall not, however, be construed
to limit the provisions of Section 3.02(a).

 

(f)           With
respect to any Mortgage Loan, Trust Subordinate Companion Loan 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 certain 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 or Trust Subordinate Companion 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 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.

 

(g)          Promptly
following the Closing Date, in the case of any Non-Serviced Whole Loan and, with respect to the Servicing Shift Mortgage Loan,
promptly following receipt of notice in connection with the Servicing Shift Date, the Certificate Administrator shall send written
notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer and the related Non-Serviced
Special 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

 


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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 Noteholders 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 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 Mortgage Loans (other than a Non-Serviced Mortgage Loan) 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 Mortgage Loans (other than a Non-Serviced Mortgage Loan)
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

 


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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 Mortgage Loan (other than a Non-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 Mortgage Loan (other than a Non-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 Mortgage Loan (other than any Non-Serviced Mortgage Loans) 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 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. 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

 


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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 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 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, but such determination shall not 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.
All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors and further as provided
in Section

 


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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 or any related Serviced Companion Loan, if applicable, notwithstanding that the terms of
such Mortgage Loans or 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 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

 


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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 Mortgage Loan
(other than a Non-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 that any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant
to the terms of the Mortgage Loan (other than a Non-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 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 Gain-on-Sale Reserve Account, the VRR Certificate Gain-on-Sale
Reserve Account, the F5 Tower Non-VRR Gain-On-Sale Reserve Account, the Excess Interest Distribution Account, the F5 Tower VRR
Gain-On-Sale Reserve Account and the Trust Subordinate Companion Loan REMIC Distribution 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 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

 


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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 (other than 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 Holders of the majority of
the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans, the Trust Subordinate Companion Loan
and any REO Properties in the Trust Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account or the Subordinate
Companion Loan 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);

 

(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,

 


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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 one (1) Business Day such 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 the 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 shall be
located at the offices of Midland Loan Services, a Division of PNC 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.

 

For
purposes of determining amounts to be deposited in the Collection Account in respect of a Trust Subordinate Companion Loan and
the related Mortgage Loan, the Master Servicer shall determine the allocation of such amounts in accordance with the related Intercreditor
Agreement. All amounts so allocable to such Trust Subordinate Companion Loan shall be held separate and apart from other amounts
deposited in the Collection Account (or in a subaccount or ledger account of the Collection Account) and may be withdrawn from
the Collection Account (pursuant to Section 3.04 and otherwise) only to the extent set forth in this Agreement and not
specifically prohibited under the related Intercreditor Agreement.

 

(b)          The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account
and the Interest Reserve Account in trust for the benefit of the Certificateholders (other than the Holders of the Excess Interest
Certificates), (ii) the Trust Subordinate Companion Loan REMIC Distribution Account in trust for the benefit of the Loan-Specific
Certificateholders, (iii) (A) the Gain-on-Sale Reserve Account (if established) for the benefit of the Certificateholders (other
than the Holders of the Class S Certificates), (B) the VRR Certificate Gain-on-Sale Reserve Account (if established) for the benefit
of the holders of the VRR Interest (C) the F5 Tower Non-VRR Gain-on-Sale Reserve Account (if established) for the benefit of the
Loan-Specific Non-VRR Certificateholders, and (D) the F5 Tower VRR Gain-on-Sale Reserve Account (if established) for the benefit
of the Holders of the F5T-VRR Interest, (iv) the Upper-Tier REMIC Distribution Account in trust for the benefit of the Certificateholders
and (v) the Excess Interest Distribution Account in trust for the benefit of

 


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 the
Holders of the Excess Interest Certificates. The Master Servicer shall deliver to the Certificate Administrator each month on
or before the P&I Advance Date therein, for deposit in (x) the Lower-Tier REMIC Distribution Account, that portion of the
Pooled 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 Pooled Aggregate Available Funds) for the related Distribution Date, (y) in the Excess
Interest Distribution Account all Excess Interest for the related Distribution Date then on deposit in the Collection Account
after giving effect to withdrawals of funds pursuant to Section
3.05(a)(ii) and (z) in the Trust Subordinate
Companion Loan REMIC Distribution Account, the F5 Tower Available Funds attributable to the Trust Subordinate Companion Loan without
regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of the definition of the F5 Tower Available Funds.
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.

 

If
there are any ARD Loans in the Trust Fund, then 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 Companion Loan (excluding any Non-Serviced Companion Loan and the Trust Subordinate 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 Companion Holder. Funds in the Companion Distribution Account shall be held for the benefit of the related
Companion Holder. 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 applicable Serviced Companion Loan 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(o). 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.

 

The
Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Interest Reserve Account, the Excess Interest
Distribution Account, the Trust Subordinate Companion Loan REMIC Distribution Account and, if established, the Gain-

 


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on-Sale
Reserve Account, the VRR Certificate Gain-on-Sale Reserve Account, the F5 Tower Non-VRR Gain-on-Sale Reserve Account and the F5
Tower VRR Gain-on-Sale 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 or the Trust Subordinate Companion
Loan 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 or the Trust Subordinate Companion
Loan REMIC Distribution Account, as applicable:

 

(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, the Trust Subordinate Companion Loan
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 and the Trust Subordinate Companion Loan
actually collected; and

 

(v)         
any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account or the Trust Subordinate
Companion Loan REMIC Distribution Account (in respect of the Trust Subordinate Companion Loan) 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 or the Trust Subordinate Companion Loan REMIC Distribution Account (in respect of the Trust Subordinate Companion
Loan), 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.

 


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The
Certificate Administrator shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest
Distribution Account or the Trust Subordinate Companion Loan REMIC Distribution Account (in respect of the Trust Subordinate Companion
Loan), as applicable, any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement
to be deposited therein.


 


Promptly
on each Distribution Date, the Certificate Administrator shall be deemed to withdraw (i) 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(a), Section 4.01(c)
and Section 4.01(e), respectively and (ii) from the Trust Subordinate Companion Loan REMIC Distribution Account and deposit
in the Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Trust Subordinate
Companion Loan REMIC Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution
Date allocated in payment of the Trust Subordinate Companion Loan REMIC Regular Interests as specified in Section 4.01(c)
and Section 4.01(h), respectively.


 


Funds
on deposit in the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account,
the Lower-Tier REMIC Distribution Account, the Trust Subordinate Companion Loan REMIC Distribution Account or if established,
the Gain-on-Sale Reserve Account, the VRR Certificate Gain-on-Sale Reserve Account, the F5 Tower Non-VRR Gain-on-Sale Reserve
Account and the F5 Tower VRR Gain-on-Sale Reserve 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 Wells Fargo
Bank, National Association, as Trustee for the Holders of the BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through
Certificates, Series 2020-C6 as their interests may appear”, or in the name of any successor trustee, as Trustee for the
Holders of the BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6 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


 






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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.


 


On
the Closing Date, the Depositor shall deposit $300,000 with the Certificate Administrator, to be credited to the Legal Fee Reserve
Account. Funds held in the Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning
2020, upon receipt by the Certificate Administrator from the Depositor of a legal invoice related to Commission compliance matters,
the Certificate Administrator shall pay such legal invoice from and solely to the extent of funds then on deposit in the Legal
Fee Reserve Account. Any such instruction shall be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the
invoice, and a subject line reference of “BBCMS 2020-C6 - Legal Fee Reserve Account”. The Legal Fee Reserve Account
will not be a part of the Trust Fund, any Trust REMIC or the Grantor Trust. The Depositor will be the beneficial owner of the
Legal Fee Reserve Account for all federal income tax purposes, and shall be taxable on all income earned therefrom.


 


Upon
the depletion of the Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator
shall notify the Depositor, and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate
Administrator shall have no responsibility in connection therewith.


 


The
Certificate Administrator shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice
received. On the final Distribution Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in
the Legal Fee Reserve Account in accordance with directions provided by the Depositor.


 


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 and the Trust Subordinate Companion Loan 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, the Trust Subordinate Companion
Loan REMIC Distribution Account and, if established, the Gain-on-Sale Reserve Account, the VRR Certificate Gain-on-Sale Reserve
Account, the F5 Tower Non-VRR Gain-on-Sale Reserve Account and the F5 Tower VRR Gain-on-Sale Reserve Account, prior to any change
thereof.


 


For
the avoidance of doubt, the Collection Account (other than (i) any portion holding the Excess Interest or amounts attributable
to the Trust Subordinate Companion Loan 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 VRR 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


 






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on
the investment of funds in such accounts) will be owned by the Grantor Trust for the benefit of the Holders of the Excess Interest
Certificates; 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 VRR Interest, 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; and the Trust Subordinate Companion
Loan REMIC Distribution Account (including interest, if any, earned on the investment of funds such account), the F5 Tower Non-VRR
Gain-on-Sale Reserve Account and the F5 Tower VRR Gain-on-Sale Reserve Account will be owned by the Trust Subordinate Companion
Loan 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 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, which account shall be an asset of the Grantor Trust, but shall not be an asset of
any Trust REMIC. 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 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 Pooled Non-VRR Certificateholders and
(ii) the VRR Certificate Gain-on-Sale Reserve Account for the benefit of the Holders of the VRR Interest. (iii) the
F5 Tower Non-VRR Gain-on-Sale Reserve Account for the benefit of the Loan-Specific Non-VRR Certificateholders, and (iv) the
F5 Tower VRR Gain-on-Sale Reserve Account for the benefit of the Holders of the F5T-VRR Interest. Each of the Gain-on-Sale Reserve
Account, the VRR Certificate Gain-on-Sale Reserve Account, the F5 Tower Non-VRR Gain-on-Sale Reserve Account and the F5 Tower
VRR 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 date that is on or prior to each Determination Date or (y) one (1) Business Day after such 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


 






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the
related Remittance Date, the Master Servicer shall remit (i) the Pooled Non-VRR Percentage
of such Gain-on-Sale Proceeds to the Certificate Administrator, who shall deposit such funds into the Gain-on-Sale
Reserve Account, and (ii) the Pooled VRR Percentage of such Gain-on-Sale Proceeds to the Certificate Administrator, who
shall deposit such funds into the VRR Certificate Gain-on-Sale Reserve Account.
In the case of the F5 Tower Whole Loan, the Special Servicer will calculate the Gain-on-Sale Proceeds, if any, realized
that are allocable to the Trust Subordinate Companion Loan in accordance with the terms of the related Intercreditor Agreement,
in connection with such sale and remit (i) the F5 Tower Non-VRR Percentage of such Gain-on-Sale Proceeds to the Master Servicer,
who shall remit such funds to the Certificate Administrator for deposit into the F5 Tower Non-VRR Gain-on-Sale Reserve Account
and (ii) the F5 Tower VRR Percentage of such Gain-on-Sale Proceeds to the Master Servicer, who shall remit such funds to the Certificate
Administrator for deposit into the F5 Tower VRR 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 Pooled Non-VRR Percentage of such Non-Serviced
Gain-on-Sale Proceeds for deposit into the Gain-on-Sale Reserve Account and (ii) the Pooled VRR Percentage of such Non-Serviced
Gain-on-Sale Proceeds for deposit into the VRR Certificate Gain-on-Sale Reserve Account.


 


(g)           
The Certificate Administrator shall establish and maintain the Class VRR Interest Distribution Account in its own name for the
benefit of the Trustee, for the benefit of the Holders of the VRR Interest, which shall be an asset of the Grantor Trust and beneficially
owned by the Holders of the VRR Interest and shall not be an asset of any Trust REMIC. The Class VRR Interest Distribution Account
shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account.


 


(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 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


 






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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.


 


(j)             
The Certificate Administrator shall establish and maintain the Trust Subordinate Companion Loan REMIC Distribution Account, in
its own name on behalf of the Trustee, in trust for the benefit of the Holders of the Loan-Specific Certificates, which shall
be assets of the Trust and the Trust Subordinate Companion Loan REMIC, but shall not be assets of any other Trust REMICs. The
Trust Subordinate Companion Loan REMIC Distribution Account shall be established and maintained as an Eligible Account or a subaccount
of an Eligible Account. The Certificate Administrator shall make or be deemed to have made deposits in and withdrawals from the
Trust Subordinate Companion Loan REMIC Distribution Account in accordance with Section 3.05 and Article IV of this
Agreement.


 


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):


 


(i)            
(A) no later than 4:00 p.m., New York City time, on or before 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 (or the Trust Subordinate
Companion Loan REMIC Distribution Account in respect of the Trust Subordinate Companion Loan) 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 (other than the Trust Subordinate Companion Loan);


 


(ii)            
(A) to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division of PNC Bank,
National Association if Midland Loan Services, a Division of PNC 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


 






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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 with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan, as applicable, and then,
pro rata and pari passu, from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan, in accordance
with their respective outstanding principal balances) and then out of general collections on the Mortgage Loans and REO Properties,
(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 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 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;


 






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(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 Mortgage Loan (other than a Non-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 with respect to a Serviced Whole Loan, first,
from any related AB Subordinate Companion Loan (if any) and then, pro rata and pari passu, from the related
Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances
(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 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 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 (excluding the Trust Subordinate 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, 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, (2) for Workout-Delayed Reimbursement
Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties net of such amounts
being reimbursed pursuant to (1) above; (provided that, in 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 with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan (if any) and then,
pro rata and pari passu, from the related Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances and provided, further, that, in case of such reimbursement
with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan,


 






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such
reimbursement shall be made as described above in this clause (v)(1) and (v)(2), from funds related to such Serviced Whole
Loan (and, in the case of the F5 Tower Whole Loan to the extent described above, from funds related to the Trust Subordinate Companion
Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan (and, in the case of a F5 Tower Whole Loan,
from funds related to the Trust Subordinate Companion Loan) on deposit in the Collection Account; provided, further,
that (A) with respect to a Serviced Mortgage Loan (other than the F5 Tower 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 (B) with respect to reimbursement of Nonrecoverable P&I Advances
related to the F5 Tower Mortgage Loan, such reimbursement shall be made first, from amounts collected with respect to the
related Trust Subordinate Companion Loan, then, from amounts collected on such F5 Tower Mortgage Loan, and then,
from general collections on the Mortgage Loans and REO Properties as described in clause (1) above, and (C) with respect to reimbursement
of Nonrecoverable P&I Advances related to the Trust Subordinate Companion Loan, such reimbursement shall be made first,
out of general collections on the Trust Subordinate Companion Loan, and then, from amounts collected on the related F5
Tower Mortgage Loan (but, for the avoidance of doubt, not from general collections on the Mortgage Loans or REO Properties) (provided that, with respect to any AB Subordinate 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 or AB Subordinate Companion Loans), prior to reimbursement from other funds unrelated to 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 Section 4.03(d) or Section 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) or 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 


 






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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 any 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 the applicable Mortgage
Loan Seller or any other obligation of the 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 the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan or Trust Subordinate Companion Loan, as applicable, 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, Trust Subordinate
Companion Loan or REO Loan, and then out of general collections on the Mortgage Loans, Trust Subordinate Companion Loan
and REO Properties, for any unreimbursed expense reasonably incurred by such Person in connection with the enforcement of the
applicable Mortgage Loan Seller’s obligations under 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 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 with respect
to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata and pari
passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan in accordance
with their respective outstanding principal balances (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


 






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Loan
and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan
in accordance with their respective outstanding principal balances (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 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 costs and expenses incurred by the Trust (other than 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 costs and expenses incurred by the Trust (other than
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,
with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan and then, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related Serviced Pari Passu Companion Loan
in accordance with


 






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their
respective outstanding principal balances (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(b), 3.15(b),
3.18(b), 3.18(d), 3.18(i), 3.18(m), 5.08(a) and 10.01(f) to the extent payable out of
the Trust Fund, (b) the cost of any Opinion of Counsel contemplated by Section 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 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 (if any) 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), 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 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, the Trust Subordinate Companion Loan
and REO Properties 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 (or the Trust Subordinate
Companion Loan, if applicable), 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


 






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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


 


(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 or as contemplated by this Agreement, 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, when appropriate, on a property-by-property
basis, 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 recalculate 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, when appropriate, on a property-by-property basis, for the purpose of justifying any request for withdrawal from
the Collection Account.


 






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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, the Operating Advisor or the Asset Representations
Reviewer 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(s), as applicable, except as specifically described in this Agreement
with respect to the Trust Subordinate Companion Loan in the case of expenses not allocated to any particular Mortgage Loan.


 


(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);


 


(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);


 






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(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(m).


 


(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:


 


(i)             
to make distributions to the Holders of the Regular 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)           
The Certificate Administrator may make withdrawals from the Class VRR Interest Distribution Account for any of the following purposes:


 


(i)            
to make distributions to Holders of the VRR Interest on each Distribution Date pursuant to Section 4.01 or Section 9.01 of this Agreement, as applicable;


 


(ii)           
to recoup any amounts deposited in the Class VRR Interest Distribution Account in error; and


 


(iii)          
to clear and terminate the Class VRR Interest Distribution Account at the termination of this Agreement pursuant to Section
9.01 of this Agreement.


 


(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


 






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thereon
listed in Section 3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(iv), Section 3.05(a)(v) and Section
3.05(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, the Trust Subordinate
Companion Loan or any related Serviced REO Property, then the Special Servicer shall promptly upon written direction from the
Master Servicer (provided that, (1) with respect to clause (iv) below, the Special Servicer shall have provided
notice to the Master Servicer of the occurrence of such Liquidation Event and (2) with respect to clause (v) below,
the Certificate Administrator shall have provided the Master Servicer and the Special Servicer with five 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, Trust Subordinate Companion 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, Trust Subordinate Companion 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 that are attributable to such Mortgage Loan, Trust Subordinate Companion Loan or related
REO Property, as the case may be (as calculated without regard to the application of such Loss 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, Trust Subordinate Companion 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, Trust Subordinate Companion Loan or Serviced REO
Property to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any other Mortgage
Loan, Trust Subordinate Companion Loan or Serviced REO Loan; and


 


(v)           
On the final Distribution Date after all distributions have been made as set forth in clause (i) through (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 that
are attributable to such Mortgage Loan, Trust Subordinate Companion Loan or related REO Property, as the case may be, additional
trust fund expenses or any


 






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Nonrecoverable
Advances incurred with respect to the Mortgage Loan or Trust Subordinate Companion 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 Trust Subordinate Companion
Loan, as applicable, 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 Trust Subordinate Companion 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(o).


 


(j)             
The Certificate Administrator may, from time to time, make withdrawals from the Trust Subordinate Companion Loan 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 Trust Subordinate Companion Loan REMIC 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(f) in
the Upper-Tier REMIC Distribution Account for distribution to Holders of the Loan-Specific Certificates, and to make distributions
on the Class R Certificates in respect of the Class F5T-R Interest pursuant to Section 4.01(c);


 


(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 Trust Subordinate Companion Loan 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) hereof with respect to the Trust Subordinate Companion Loan;


 


(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(c), (C) the
Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) 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


 






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amendment
is in furtherance of the rights and interests of Holders of Loan-Specific Certificates, 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 Trust Subordinate Companion Loan 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)
with respect to such Trust Subordinate Companion Loan REMIC;


 


(vi)          
to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Trust
Subordinate Companion Loan REMIC;


 


(vii)        
to pay to the Master Servicer any amounts deposited by the Master Servicer in the Trust Subordinate Companion Loan REMIC Distribution
Accounts not required to be deposited therein; and


 


(viii)       
to clear and terminate the Trust Subordinate Companion Loan REMIC Distribution Account at the termination of this Agreement pursuant
to Section 9.01; and


 


(ix)          
consistent with the above, with respect to the F5 Tower Whole Loan, subject to Section 3.05(a)(i), any withdrawals permitted
pursuant to this Section 3.05(a)(i), shall be paid or reimbursed (a) first, from amounts on deposit allocated to
the related Trust Subordinate Companion Loan and then, from amounts on deposit allocated to the related Mortgage Loan and
(b) then from general collections in respect of all other Mortgage Loans.


 


Section
3.06       Investment of Funds in the Collection Account, REO Account and Loss of Value Reserve
Fund. (a)  The Master Servicer may direct any depository institution maintaining the Collection Account, the
Companion Distribution Account, or any Servicing Account (for purposes of this Section 3.06, an “Investment Account”),
the Special Servicer may direct any depository institution maintaining the REO Account and 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 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, 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


 






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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, 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 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, 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


 






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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 such federal or state
chartered depository institution or trust company is not an Affiliate of the Master Servicer or the Special Servicer, as applicable,
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 a majority 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 Mortgage Loans (other
than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts consistent with the Servicing
Standard to cause the Mortgagor to maintain, 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) or if the Trustee does not have an insurable interest. If the Mortgagor does not so
maintain such insurance coverage or the Mortgaged Property is an REO Property, subject to its recoverability determination with
respect to any required Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced
Mortgage Loan) 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, as determined by the Master Servicer (with respect to the
Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer
(with respect to REO Properties other than any Non-Serviced Mortgaged Property) (provided that any determination that
such insurance coverage is not available or not available at commercially reasonable rates shall be made (i) prior to the
occurrence and continuance of any Control Termination Event and other than with respect to any Excluded Loan, with the consent
of the Directing Certificateholder and (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, and other than with respect to any Excluded Loan,
after consultation with the Directing Certificateholder (or, in each case, with respect to any





 



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Serviced
AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent of the Serviced
AB Whole Loan Controlling Holder)) and, after consultation by the Special Servicer with the applicable Risk Retention Consultation
Party (if the Mortgage Loan is a Specially Serviced Loan) pursuant to Section 6.08(a) (in the case of the Directing Certificateholder
and a Risk Retention Consultation Party, other than with respect to any Excluded Loan as to such party), 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 or Trust Subordinate Companion 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) (i) unless a Control
Termination Event has occurred and is continuing and other than with respect to any Excluded Loan, with the consent of the Directing
Certificateholder and (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, and other than with respect to any Excluded Loan, after consultation
with the Directing Certificateholder (or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and
continuance of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling Holder)) and
after consultation by the Special Servicer with the applicable Risk Retention Consultation Party (if the Mortgage Loan is a Specially
Serviced Loan) 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 ((i) unless a Control Termination
Event has occurred and is continuing and other than with respect to any Excluded Loan, with the consent of the Directing Certificateholder
and (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, and other than with respect to any Excluded Loan, after consultation with the
Directing Certificateholder (or, in each case, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance
of a related AB Control Appraisal Period, with the consent of the Serviced AB Whole Loan Controlling Holder)) and after consultation
by the Special Servicer with the applicable Risk Retention Consultation Party (if the Mortgage Loan is a Specially Serviced Loan)
pursuant to


 






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Section
6.08(a) (in each case, other than with respect to any 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 (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 Mortgage Loan (other than a Non-Serviced Mortgage Loan) and is currently
available at commercially reasonable rates.


 






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Notwithstanding
the foregoing, with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) 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 Servicing Standard whether the insurance policies for the related Mortgaged Property contain
Additional Exclusions; provided that the Master Servicer and the Special 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) notify the Special Servicer if it has knowledge that any insurance policy
for a Mortgaged Property securing a Specially Serviced Loan 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 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 a 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 such 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 Master Servicer (with respect to a Non-Specially Serviced Loan)
or the Special Servicer (with respect to a Specially Serviced Loan) 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 (with respect to 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 the holder of any Companion Loan (or, with respect to a Serviced
AB Whole Loan, the holder of the related Subordinate Companion Loan), 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.


 






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With
respect to Mortgage Loan identified as Millikan Business Center on the Mortgage Loan Schedule, each of the Master Servicer and
Special Servicer agrees that to the extent consent of the lender is required pursuant to Section 7.1 of the applicable loan agreement
for such Mortgage Loan, it shall not consent to any insurance maintained by the applicable Mortgagor in respect of such Mortgage
Loan, if such insurance does not meet the requirements of Section 7.1 of the applicable loan agreement unless a Rating Agency
Confirmation is obtained.


 


(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, 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


 






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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.


 


(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 shall 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 shall 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 shall 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 Mortgage Loan (other than a Non-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 shall cause to be maintained, to the extent available
at commercially


 






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reasonable
rates (as determined by the Special Servicer 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 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)            
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.


 


(g)           
Notwithstanding anything to the contrary in this Section 3.07, 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 “A-” by S&P or “A-” by Fitch (if
rated by Fitch) or “A(low)” by DBRS Morningstar (or if not rated by DBRS
Morningstar, then at least the equivalent by at least two other NRSROs (which may include S&P or 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.


 


Section
3.08       Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a)  As
to each Mortgage Loan (other than a Non-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 is a Master Servicer Decision pursuant to clause (xiii)
of the definition thereof) or the Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced
Loan as to which such matter is 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 containing a “due-on-sale” clause (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 (i) other than with respect to a Master


 






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Servicer
Decision pursuant to clause (xiii) of the definition thereof, (A) if such Mortgage Loan is not an Excluded Loan, no
Control Termination Event shall have occurred and be continuing and the matter involves a Major Decision, the consent (or deemed
consent) of the Directing Certificateholder shall have been obtained by the Special 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, 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 applicable Risk Retention Consultation Party, the matter
involves a Major Decision 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 applicable Risk Retention Consultation
Party if and to the extent required pursuant to Section 6.08(a) and (D) after the occurrence and during the continuance
of an Operating Advisor Consultation Event, the Special Servicer shall have consulted with the Operating Advisor if and to the
extent required pursuant to Section 6.08(a) (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, which may be in the form of an Asset Status Report, and analysis
and all information reasonably requested by the Directing Certificateholder, the Operating Advisor or the applicable 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 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 (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 a Risk Retention Consultation Party or the holder of the majority of the VRR Interest upon
request of a Risk


 






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Retention
Consultation Party, the Special Servicer shall consult on a non-binding basis with such Risk Retention Consultation Party with
respect to (i) prior to the occurrence and continuance of a Consultation Termination Event, Specially Serviced Loans; and (ii)
following the occurrence and during the continuance of a Consultation Termination Event, all Mortgage Loans, 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 the 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 Mortgage Loan (other than a Non-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 Mortgage Loan (other than a Non-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 and as to which such matter is a Master Servicer Decision pursuant to clause (xiii)
of the definition thereof) or the Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced
Loan as to which such matter is 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


  



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or
(b) waive its right to exercise such rights, provided that (i) other than with respect to a Master Servicer Decision
pursuant to clause (xiii) of the definition thereof, (A) if such Mortgage Loan is not an Excluded Loan, no Control Termination
Event shall have occurred and be continuing and the matter involves a Major Decision, the consent (or deemed consent) of the Directing
Certificateholder shall have been obtained by the Special 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, 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) and
(C) after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer shall
have consulted with the Operating Advisor if and to the extent required pursuant to Section 6.08(a) (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, which may be
in the form of an Asset Status Report, and analysis and all information reasonably requested by the Directing Certificateholder
or the Operating Advisor, 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 (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.


 


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 or the Master Servicer,
as applicable, 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


 






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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.


 


Upon
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 and other than any transfers or assumptions provided for in clause (xiii)
of the definition of Master Servicer Decision and other than any waiver of a “due-on-encumbrance” clause which
waiver constitutes a Master Servicer Decision pursuant to clause (xiii) or clause (xiv) of the definition thereof, the
Master Servicer shall promptly forward such request to the Special Servicer and 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
will have no further obligation with respect to such request or due-on-sale or due-on-encumbrance. The Master
Servicer shall continue to cooperate with the Special Servicer by delivering to the Special Servicer any additional information
in the Master Servicer’s possession requested by the Special Servicer relating to such consent or waiver with respect to
a “due-on-sale” or “due-on-encumbrance” clause. The Master Servicer shall not be permitted
to process any request relating to such consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance”
clause (other than any transfers or assumptions provided for in clause (xiii) of the definition of Master Servicer Decision
and other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer Decision
pursuant to clause (xiii) or clause (xiv) of the definition thereof) and shall not be required to interface with the
Mortgagor or provide a written recommendation and analysis with respect to any such request.


 


(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.


 






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(d)           
Except as otherwise permitted by Section 3.08(a), Section 3.08(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 Section 3.08(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 Section 3.08(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 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, 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), (y) (i) 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 (ii) other than with respect to any Excluded Loan, consultation with the Directing Certificateholder if and to
the extent required pursuant to Section 6.08(a) and (z) after the occurrence and during the continuance of an Operating
Advisor Consultation Event, consultation with the Operating Advisor if and to the extent required pursuant to Section 6.08(a).


 


(g)           
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 Section 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. The Special Servicer shall, subject to subsections (b) through (d) of
this Section 3.09, Section 3.24, subject to the Directing Certificateholder’s, the Operating Advisor’s
and the Risk Retention Consultation Parties’ respective rights pursuant to Section 6.08,


 






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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 Mortgage Loan (other than any Non-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 a bid 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 bids 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 bidding at foreclosure or otherwise,
the Special Servicer 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 incidental 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


 






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Certificateholders
(including the Loan-Specific 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.


 


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. The Special Servicer 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).


 






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(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 ((A) prior to the occurrence and continuance of a Control Termination
Event (or with respect to any Serviced 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), with the consent of the Directing Certificateholder and after consultation with the applicable Risk Retention
Consultation 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 and (A) prior to the occurrence
of a Consultation Termination Event and (B) other than with respect to any Excluded Loan) the Directing Certificateholder
and any Risk Retention Consultation Party, in writing of its intention to so release such Mortgaged Property and the bases for
such intention, (ii) the 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 a majority 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
that 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 any Risk Retention Consultation Party (other than with respect to any Excluded Loan), 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.


 






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(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 each Risk Retention Consultation Party (other than with respect to any Excluded Loan) 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 Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Trust Subordinate Companion
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 Mortgage Loan (other than any Non-Serviced Mortgage Loan)
(and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release


 






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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 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


 






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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 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 Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer
from amounts payable in respect of such Serviced Pari Passu 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 Non-Specially Serviced Loans
for which the Master Servicer is processing the underlying assumption-related transaction (including any related Serviced
Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions 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 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, and only to the extent that all
amounts then due and payable with respect to the related Mortgage Loan or related Serviced Pari Passu Companion Loan have been
paid. 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 or Specially Serviced Loan) any charges for beneficiary statements


 






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and
demand charges actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared
by the Master Servicer, amounts collected for checks returned for insufficient funds with respect to the accounts held by 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 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 or Trust Subordinate Companion 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 (other than the Non-Serviced Mortgaged Loans) or Trust Subordinate Companion Loan and any Serviced
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 herein to the contrary, Midland Loan Services, a Division of PNC 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 Midland Loan Services, a Division of PNC Bank, National Association as 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 Midland Loan Services, a Division of PNC Bank, National Association as Master
Servicer hereunder (subject to reduction pursuant to the preceding sentence).


 


A
Liquidation Fee will be payable to the Master Servicer with respect to each Mortgage Loan (other than a Non-Serviced Mortgage
Loan) with respect to which the Master Servicer acts as Enforcing Servicer and obtains (i) any Liquidation Proceeds or Insurance
and


 






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Condemnation
Proceeds or (ii) Loss of Value Payments (including with respect to any related Companion Loan, if applicable).


 


(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 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 or Trust Subordinate Companion 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. For the sake of clarity, nothing herein is intended to limit the Special
Servicer’s right to share a portion of such compensation with the Directing Certificateholder after it is received nor to
imply that there may not be more than one Special Servicer appointed under this Agreement; provided that no one Mortgage
Loan may be serviced by more than one Special Servicer at any time. The Special Servicer shall not be entitled to any Special
Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)            
Additional servicing compensation in the following form 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 a Mortgagor and shall not be required to be deposited
in the Collection Account pursuant to Section 3.04(a): (i) 100% of all Excess Modification Fees related to modifications,
waivers, extensions or amendments of any Specially Serviced Loans and 100% of assumption fees and other similar fees received
with respect to Specially Serviced Loans, (ii) 100% of all assumption application fees and other similar items on any Specially
Serviced Loans and 100% of assumption application fees and other similar items on any Non-Specially Serviced Loans for which
the Special Servicer is processing the underlying assumption-related transaction that is a Major Decision, (iii) 100%
of waiver, consent and earnout fees, pursuant to Section 3.08 and Section 3.18 or other actions performed in connection
with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the related Mortgagor on Specially Serviced
Loans, (iv) 50% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Non-Specially
Serviced Loan to the extent the matter involves a Major Decision and (v) 50% of all assumption, waiver, consent and earnout
fees received with respect to any Non-Specially Serviced Loan to the extent that the matter involves a Major Decision. 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), (ii) any charges for beneficiary statements and demand charges
actually paid by the related Mortgagors to the extent such beneficiary statements or demand charges were prepared by the Special
Servicer, (iii) amounts collected for checks returned for insufficient funds with respect to the accounts held by the Special
Servicer and (iv) interest or other income earned on deposits relating to the Trust


 






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Fund
in the REO Account and the 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 to
and including the P&I Advance Date related to such Distribution Date). In addition, the Special Servicer shall be entitled
to charge any Mortgagor for and 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 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, however, 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; provided, further, however,
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) 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 (including a Serviced Companion 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
consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such
three consecutive timely Periodic Payments. The successor special servicer shall not be entitled to any portion of such Workout
Fees. The Special Servicer shall not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee shall
be payable to the Special Servicer with respect to (a) each Non-Specially Serviced Loan with respect to which the Special Servicer
acts as the Enforcing Servicer, (b) each Specially Serviced Loan (other than a Non-Serviced Mortgage Loan) and (c) each REO Property
(other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance
and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such Liquidation Fee to be
paid out of such Liquidation Proceeds or Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds or Insurance
and Condemnation


  



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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 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 respect to Penalty Charges) between the Master
Servicer and the Special Servicer pursuant to the terms of this 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 (x) neither the Master Servicer nor the Special Servicer shall have the right to reduce
or elect not to charge the percentage interest of any fee due to the other and (y) to the extent either 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 portion of the other party’s
fee. For the avoidance of doubt, if the Master Servicer decides not to charge any fee (other than Penalty Charges), the Special
Servicer shall still be entitled to charge the portion of the related fee the Special Servicer would have been entitled to if
the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any percentage interest of such fee charged
by the Special Servicer. Similarly, if the Special Servicer decides not to charge any fee (other than Penalty Charges), the Master
Servicer shall still be entitled to charge the portion of the related fee the Master Servicer would have been entitled to if the
Special Servicer had charged a fee and the Special Servicer shall not be entitled to any percentage interest 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 Mortgage Loan (other than a Non-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


 






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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 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 (other than 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
Servicer and the Special Servicer 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. If 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. If
the Master 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 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).


 


If
a Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Date, the Special Servicer
shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially
Serviced Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced
Whole Loan as the Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the
applicable Servicing Shift Date, no other special servicer will be entitled to any such compensation or have such rights and obligations.
If a Servicing Shift Whole Loan is still a Specially Serviced Loan on the applicable Servicing Shift Date, the Non-Serviced
Special Servicer and the Special Servicer shall be entitled to compensation with respect to such Servicing Shift Whole Loan as
if the Special Servicer were being terminated as the Special Servicer with respect to such Servicing Shift Whole Loan and the


 






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Non-Serviced
Special Servicer were replacing the Special Servicer as the successor Special Servicer with respect to such Servicing Shift Whole
Loan.


 


(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 Day 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 and 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 JJ hereto or such other payment instructions as CREFC® may provide to the Master
Servicer in writing at least two Business 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; Delivery of Reports. (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, 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, 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 or


 






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REO
Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan or REO 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,
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, with respect to a Serviced Whole Loan, first, from any related AB Subordinate Companion Loan
(if any) and then, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and any related
Serviced Pari Passu Companion Loan in accordance with their respective outstanding principal balances (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), in each case, prior to being
payable out of general collections. 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 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 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 Rating
Agencies) that are Privileged Persons. In respect of any Mortgage Loan other than an Excluded Loan that is a Specially Serviced
Loan and prior to the occurrence and continuance of a Consultation Termination Event, 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).


 


(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 quarterly and annual operating
statements, financial statements, budgets and rent rolls of the related Mortgaged Property commencing with the calendar quarter
ending June 30, 2020 and the calendar year ending on


 






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December
31, 2020, and the quarterly and annual financial statements of such Mortgagor, 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 and the Special Servicer, as applicable, 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 in 2021 for the 2020 calendar year. Upon the request of any Privileged Person (other than
the NRSROs) to receive copies of such items, the Master Servicer or the Special Servicer, as the case may be, shall deliver or
make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s
Website. Upon the request of any NRSRO to receive copies of any portion of such items, the Master Servicer or the Special Servicer,
as applicable, shall deliver or make available additional copies of the requested items so collected thereby to the 17g-5 Information
Provider pursuant to Section 3.13(c).


 


Furthermore,
with respect to any Mortgage Loan (and each Serviced Companion Loan), if the related Mortgage Loan documents provide for the annual
or quarterly testing of financial conditions of the related Mortgagor and/or Mortgaged Property (e.g. debt yield tests,
debt service coverage ratio tests and/or loan-to-value ratio tests) in connection with cash management triggers or the commencement
of additional required Escrow Payments, the Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer,
in the case of any Non-Specially Serviced Loan, as applicable (only to the extent the related information required for such testing
is to be delivered to the Master Servicer or Special Servicer pursuant to the related Mortgage Loan Documents and is actually
delivered to either the Master Servicer or the Special Servicer), shall use reasonable efforts to conduct such financial testing
within the timeframes contemplated by such Mortgage Loan documents. Furthermore, in accordance with this Section 3.12(b),
with respect to any Mortgage Loan (or Serviced Whole Loan), the Master Servicer, in the case of any Non-Specially Serviced Loans,
and the Special Servicer, in the case of Specially Serviced Loans, shall use reasonable efforts to collect financial statements
from the related Mortgagor for the periods set forth in the related Mortgage Loan documents (e.g., and as applicable, for
the entire fiscal year where annual reporting is required).


 


In
addition, the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans that are not, and REO Properties that do not relate to, Non-Serviced Mortgage Loans), as applicable, shall prepare
with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and REO Property:


 






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(i)            
Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing for the quarter ending
on June 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
12 month basis, or if the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) is on the CREFC®
Servicer Watch List). Promptly following the initial preparation and each material revision thereof, the Special Servicer shall
deliver to the Master Servicer (in electronic format) each CREFC® Operating Statement Analysis Report with respect
to Specially Serviced Loans and REO Properties, along with the related operating statements. 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 of an annual operating statement or rent rolls (if and to the extent that 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
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 (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans and REO Properties), as applicable, 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 thereof) to the Certificate Administrator, the Directing Certificateholder,
the related Companion Holder (with respect to any Serviced Companion Loan) and, upon request, the 17g-5 Information Provider,
and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website.


 


(c)            
At or before 12:00 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


 






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Excluded
Loans) 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 March 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 March 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 March 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, if provided for such Distribution Date. 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 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) two (2) calendar days following each Distribution Date (provided that if the second
calendar day is not a Business Day, then the immediately succeeding Business Day) beginning in March 2020, the Master Servicer
shall deliver to the Certificate Administrator the CREFC® Schedule AL File in EDGAR Compatible Format provided,
however, that the Master Servicer shall have no obligation to prepare or deliver the CREFC® Schedule AL
File unless the Depositor has delivered the items required pursuant to Section 2.01(i). If the Certificate Administrator
does not receive such CREFC® Schedule AL File from the Master Servicer by 5:00 p.m. (New York City time) on
the date specified in the


 






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immediately
preceding sentence, it shall immediately request such CREFC® Schedule AL File from the Master Servicer via email
at NoticeAdmin@midlandls.com and send a copy of such request to the Depositor via email to daniel.vinson@barclays.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, accuracy and compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation
AB and Item 601(b) of Regulation S-K under the Securities Act as in effect on the Closing Date of the Initial Schedule AL File,
any Initial Schedule AL Additional File and Annex A-1 to the Prospectus. The Master Servicer may concurrently with the delivery
of the related CREFC® Schedule AL File, deliver any related Schedule AL Additional File in EDGAR Compatible Format.
The CREFC® Schedule AL File and the Schedule AL Additional File shall each be a single file. Neither the Certificate
Administrator nor the Master Servicer shall be required to combine multiple CREFC® Schedule AL Files or Schedule
AL Additional Files unless, solely with respect to the Master Servicer, multiple Sub-Servicers prepare and submit such CREFC®
Schedule AL Files or Schedule AL Additional Files to 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. The Certificate Administrator shall not be deemed to have actual knowledge
of the contents of any CREFC® Schedule AL File or Schedule AL Additional File solely by its receipt thereof.


 


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 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 3.11(e), 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 3.11(e),
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 3.11(e), 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 3.11(e), 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, 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 3.11(e), Section 3.12(b) or Section 3.12(c) of this
Agreement.


 






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(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)
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)  Each of the Master Servicer and
the 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 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


 






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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 website or the Special Servicer’s website (if any); (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 interests of the Certificateholders with respect to a workout or exercise of remedies as to any
particular Mortgage Loan or Trust Subordinate Companion 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 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


 






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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”;


 


(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”:


 






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(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 or a F5 Tower 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;


 


(D)          
a detailed worksheet showing the calculation of each Appraisal Reduction Amount, Collateral Deficiency Amount, and Cumulative
Appraisal Reduction Amount on a current and cumulative basis; and


 


(E)           
the 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(k);


 


(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;


 






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(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 or a F5 Tower Control Appraisal Period has occurred or is terminated or that a Consultation
Termination Event has occurred or is terminated (provided that with respect to a Control Termination Event or a Consultation
Termination Event deemed to exist due solely to the existence of an Excluded Loan, the Certificate Administrator will only be
required to make available such notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence
and continuance of a Consultation Termination Event to the extent the Certificate Administrator has been notified of such Excluded
Loan);


 






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(P)           
any notice that an Operating Advisor Consultation Event has occurred or is terminated;


 


(Q)          
any notice of the occurrence of an Operating Advisor Termination Event;


 


(R)          
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(S)           
any assessments of compliance delivered to the Certificate Administrator; and


 


(T)           
any attestation reports delivered to the Certificate Administrator;


 


(U)          
any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website
pursuant to Section 5.06;


 


(V)          
any Proposed Course of Action Notice; and


 


(W)        
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;


 


(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); and


 


(viii)      
the “U.S. Risk Retention Special Notices” tab, which will contain any notices relating to (A) ongoing compliance
by the Retaining Sponsor with the Risk Retention Rules and (B) any noncompliance by the Third Party Purchaser or a successor
third party purchaser with the applicable provisions of the Risk Retention Rules;


 


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.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(vii) above) and made available to Privileged Persons other than any Excluded Controlling Class


 






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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 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 or a F5 Tower 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 physical form (or, solely with respect to the Master Servicer or the Special Servicer, in electronic form)
of an investor certification substantially in the form of Exhibit P-1D and upon delivery to the Certificate Administrator
in 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, such
Excluded Controlling Class Holder shall be entitled to access 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 or a F5 Tower 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, such Directing Certificateholder or Controlling Class Certificateholder or a F5 Tower 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 physical form (or, solely with respect to the Master Servicer or the Special Servicer, in electronic
form) hereto from the Directing Certificateholder or a Controlling Class Certificateholder or a F5 Tower Controlling Class Certificateholder
to the effect that such Person is an Excluded Controlling Class Holder or a F5 Tower Controlling Class Certificateholder with
respect to one or more Excluded Controlling Class Loan(s). In the event the
Directing Certificateholder or a Controlling Class Certificateholder or a F5 Tower 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


 






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physical
form (or, solely with respect to the Master Servicer or the Special Servicer, in electronic 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 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 or a F5 Tower
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 or a F5 Tower 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, such 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 such Directing
Certificateholder or Controlling Class Certificateholder or any of its Affiliate 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


 






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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.


 


To
the extent a Risk Retention Consultation Party or a Holder of the VRR Interest receives access pursuant to this Agreement to any
information solely related to a Mortgage Loan or the Trust Subordinate Companion 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, 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 or Trust Subordinate Companion 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, any Risk Retention Consultation Party or Holder of the VRR Interest, as applicable, 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 the VRR Interest, as applicable, 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.


 


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 the summary
of a Final Asset Status Report 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.


 


(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


 






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17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “BBCMS 2020-C6” 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 Section
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;


 


(xiv)         
any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


 






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(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. 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 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 to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “BBCMS
2020-C6” 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


 






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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 provide a mechanism to 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. 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.


 


Any
information required to be delivered 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 “BBCMS 2020-C6”
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 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. The Master Servicer or the Special Servicer, as applicable, shall not send any such information
directly to the Rating Agencies until the 17g-5 Information Provider notifies it that such information has been posted to
the 17g-5 Information Provider’s Website.


 


(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 and BlackRock Financial Management, Inc., CMBS.com, Inc.,
Moody’s Analytics, MBS Data LLC, RealInsight and Thomson Reuters Corporation) with the consent of the Depositor, and providing


 






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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)            
Each of 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. Each of 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 or the Special Servicer’s website (if any), 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 website or
the Special Servicer’s website (if any), the Master Servicer and the 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 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.


 






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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)           
Without limiting the Operating Advisor’s consultation rights pursuant to Section 6.08, the Special Servicer shall
provide to the Operating Advisor prior to an Operating Advisor Consultation Event, Final Asset Status Reports and approved or
deemed approved Major Decision Reporting Packages (only with respect to any Specially Serviced Loans) and after an Operating Advisor
Consultation Event, Asset Status Reports and Major Decision Reporting Packages. In addition, the Special Servicer, subject to
the limitations on delivery of Privileged Communications, shall provide to the Operating Advisor such reports and other information
produced or otherwise available to the Directing Certificateholder or the Risk Retention Consultation Parties (in each case, other
than, prior to the occurrence and continuance of an Operating Advisor Consultation 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 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 or Trust Subordinate Companion Loan, to any Rating Agency or NRSRO in connection with such review and evaluation
by such Rating Agency or NRSRO unless


 






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(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 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


 






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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, within two (2) Business
Days after receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds
received 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 (x) the date that is 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(c), 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.


 


(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).


 


(e)            
With respect to the Trust Subordinate Companion Loan, references to actions being taken for the benefit of the Trust Subordinate
Companion Loan in this Section 3.14 shall be deemed to be taken also for the benefit of the Holders of the Loan-Specific
Certificates, as beneficial owners of the Trust Subordinate Companion Loan.


 


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 and the Trust Subordinate Companion Loan REMIC Regular Interests)


 






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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 and the Trust Subordinate Companion Loan REMIC 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 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 any Mortgage
Loan other than an Excluded Loan or Trust Subordinate Companion Loan, and prior to the occurrence and continuance of a Consultation
Termination Event)) such advances would, if made, constitute Nonrecoverable Servicing Advances.


 






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(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 or Trust Subordinate Companion 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 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


 






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(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 Section 3.15(a) and Section 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. 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


 






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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 applicable 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 (and provided that the related Non-Serviced Special Servicer
will not be entitled to a liquidation fee), the Special Servicer will 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 (other than with respect to any Excluded Loan) and, in respect of any Serviced AB Whole Loan, prior to the occurrence
of an AB Control Appraisal Period, the holder of the related AB Subordinate Companion Loan and the applicable Risk Retention Consultation
Party (in the case of the Directing Certificateholder and a 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 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 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


 






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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 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 must (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 or Trust Subordinate Companion 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 or Trust Subordinate Companion 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 ((i) with respect to
any Mortgage Loan or Trust Subordinate Companion Loan other than an Excluded Loan, in consultation with the Directing Certificateholder
(unless a Consultation Termination Event shall have occurred and be continuing) and each 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 other than with
respect to any Mortgage Loan that is an Excluded Loan as to such party and, (ii) 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 (including the holders of the Loan-Specific Certificates taking into account the subordinate nature
of the Loan-Specific 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


 






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collective
whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender, and taking
into account the subordinate or pari passu nature of any 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 its reasonable judgment consistent
with the Servicing Standard, that the acceptance of such offer would be in the best interests of the Holders of Certificates (including
the holders of the Loan-Specific Certificates taking into account the subordinate nature of the Loan-Specific 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 taking into account the subordinate or pari passu nature of any 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.


 


(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) (A) 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 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, each Risk Retention Consultation Party, the Certificate Administrator and the Directing Certificateholder (in the case
of the Directing Certificateholder and a Risk Retention Consultation Party, in respect of any Mortgage Loan other than an Excluded
Loan as to such party, prior to the occurrence and continuance of a Consultation Termination Event), not less than ten (10) days’
prior written notice of its intention to (i) purchase any REO Property at the Purchase Price therefor (including a calculation
of the Purchase Price) or (ii) 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


 






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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.


 


(B)          
In the absence of any such offer as set forth in sub-clause (A) 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 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.


 


(C)          
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 favorable); provided that the offeror is
not the Special Servicer or a Person that is an Affiliate of the Special Servicer.


 


(D)          
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


 






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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, the Asset Representations Reviewer 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, the Asset Representations Reviewer 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 Pari Passu Whole Loan and the F5 Tower Whole Loan, pursuant to the terms of the related Intercreditor
Agreement and this Agreement, if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer
determines to sell the related Mortgage 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 Loan and, in the case of the F5 Tower Whole Loan, the
related Trust Subordinate Companion Loan, 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 (or the Trust Subordinate Companion Loan, in the
case of the F5 Tower Whole 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


 






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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 Pari Passu 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
Parties) 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.


 


(e)            
(i) Notwithstanding anything in this Section 3.16 to the contrary, with respect to each Serviced AB Whole Loan, pursuant
to the terms of the related Intercreditor Agreement, the related Subordinate Companion Holder will have the right to purchase
the related Mortgage Loan or related REO Property, as applicable. Such right of such Subordinate Companion Holder 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 such Subordinate Companion Holder, 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.


 






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(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 (other than the portion of any Compensating Interest Payment
allocated to a Serviced Pari Passu Companion Loan or Trust Subordinate 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
or Trust Subordinate 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. The Master Servicer shall deliver the portion of any Compensating Interest
Payment allocated to the Trust Subordinate Companion Loan to the Certificate Administrator for deposit in the Trust Subordinate
Companion Loan REMIC 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 Serviced Companion Noteholder any reports or
notices required to be delivered to such Serviced Companion Noteholder pursuant to the related Intercreditor Agreement and the
Master Servicer or Special Servicer, as applicable, shall provide to the F5 Tower Loan-Specific Directing Certificateholder any
reports or notices required to be delivered to the holder of a Trust Subordinate Companion Loan 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 and with respect to P&I
Advances on a Trust Subordinate Companion Loan, would exceed the full amount of the principal portion of general collections allocated
to the Trust Subordinate Companion Loan and the related Mortgage Loan, 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, with respect to any Mortgage Loan other than an
Excluded Loan, 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


 






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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
one month collection period ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee
shall further be authorized to wait for principal collections on the Mortgage Loans or the Trust Subordinate Companion Loan, as
applicable, 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 one-month 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).


 


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(c) or to comply with the
terms of this Section 3.17(c) 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,


 






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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 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(c) 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).


 


(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.


 






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(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 Mortgage Loans (and any related Serviced Companion Loan) that are not Specially Serviced Loans,
and the Master Servicer shall process waivers, modifications, amendments and consents with respect to any Mortgage Loan (other
than any Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that is not a Specially Serviced Loan and does not
involve a Major Decision. 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 Mortgage Loan (other than any Non-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 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), the Special Servicer shall not modify, waive or amend
the terms of a Non-Specially Serviced Loan and/or related Companion Loan that would constitute a Major Decision without (x) prior
to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan, 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), (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, the Special Servicer having consulted with the Directing Certificateholder if and to the extent
required pursuant to Section 6.08(a) or (z) after the occurrence and during the continuance of an Operating Advisor
Consultation Event, the Special Servicer having consulted with the Operating Advisor 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 earlier of (i) five (5) years prior to the Rated Final Distribution Date
and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest,
the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining
term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold estate. If such extension would 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, the Special Servicer
shall (1) provide the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Directing Certificateholder
and the applicable Risk Retention Consultation Party (other than with respect to any Excluded Loan and prior to the occurrence
and continuance of a Consultation Termination Event), 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


 






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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,
(w) prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan,
obtain the consent (or deemed consent) of the Directing Certificateholder, (x) 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, consult with the Directing Certificateholder, in each case pursuant to the process described
in Section 6.08(a), (y) 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 a Risk Retention Consultation Party, consult with such Risk Retention
Consultation Party pursuant to the process described in Section 6.08(a) and (z) after the occurrence and during the
continuance of an Operating Advisor Consultation Event, the Special Servicer having consulted with the Operating Advisor if and
to the extent required pursuant to 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 Mortgage Loan (other than any Non-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).


 


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 each
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).


 






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Upon
receiving a request for any matter described in this Section 3.18(a) that constitutes a Major Decision with respect to
a Mortgage Loan that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special
Servicer and 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
the Major Decision. The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s
possession requested by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process
any Major Decision and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis
with respect to any Major Decision.


 


(b)           
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 Mortgage Loan (other than any
Non-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, but is not required to, 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) with
respect to any Major Decision with respect to any such Specially Serviced Loan other than an Excluded Loan, prior to the occurrence
and continuance of a Control Termination Event, the approval of the Directing Certificateholder (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 a Risk Retention Consultation Party,
upon consultation with such Risk Retention Consultation Party as provided in Section 6.08, (y) after the occurrence
and during the continuance of an Operating Advisor Consultation Event, consultation with the Operating Advisor if and to the extent
required pursuant to Section 6.08(a) and (z) additionally, with respect to a Serviced Whole Loan, the rights of the
related Serviced Companion Noteholder or with respect to a Mortgage Loan (other than any Non-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 related Serviced 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 such 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


 






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Section 1.860G-2(b)
or otherwise cause an Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan
(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.


 


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 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 and other than with
respect to any Excluded Loan, with the consent of the Directing Certificateholder pursuant to Section 6.08 and (B) to
the extent such modification, waiver or amendment constitutes a Major Decision, after consultation with the applicable 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.


 






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(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 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 this 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) 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 (x) any Trust REMIC to fail to qualify as a REMIC for purposes
of the Code or (y) any Trust REMIC to be subject to any tax under the REMIC Provisions. 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 or Trust Subordinate
Companion 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 Trust Subordinate Companion Loan, 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 or Trust Subordinate Companion
Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 






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(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 or Trust Subordinate Companion Loan, if such guarantor’s
signature is required by the Special Servicer in accordance with the Servicing Standard).


 


(g)           
With respect to any modification, waiver, amendment or consent 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,
the Directing Certificateholder (other than (i) following the occurrence and continuance of a Consultation Termination Event
and (ii) with respect to any Excluded Loan), the Risk Retention Consultation Parties (other than with respect to any Excluded
Loan and unless a Consultation Termination Event has occurred and is continuing), the applicable Companion Holder (unless, with
respect to a Subordinate Companion Holder, an AB Control Appraisal Period has occurred, if applicable or with respect to a holder
of the Trust Subordinate Companion Loan a F5 Tower Control Appraisal Period has occurred and is continuing), 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 a 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, amendment
or consent (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, amendment or consent (in each case, after it
is finalized and executed) for which it is responsible for processing pursuant to this Section 3.18, the Master Servicer
shall provide written notice of any such modification, waiver, amendment or consent to the Trustee, the Certificate Administrator,
the Special Servicer (and, unless a Consultation Termination Event has occurred and is continuing, the Special Servicer shall
forward any such notice to the Directing Certificateholder and the Risk Retention Consultation Parties (other than with respect
to an Excluded Loan)), the applicable Companion Holder (unless, with respect to a Subordinate Companion Holder, an AB Control
Appraisal Period has occurred, if applicable or with respect to the F5 Tower Trust Subordinate Companion Loan a F5 Tower Control
Appraisal Period has occurred and is continuing, the applicable Risk Retention Consultation Party) 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 a 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, amendment or consent, promptly (and in any event within ten (10) Business Days) following the execution thereof,
with a copy to the applicable Companion Holder, 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, amendment or consent to the Certificate Administrator, the
Certificate Administrator shall forward a copy thereof to each Holder of a Certificate (other than the Class R 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


 






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pursuant
to Section 3.18(a)) or the Master Servicer (if the Master Servicer processes such modification, waiver or consent pursuant
to Section 3.18(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 KK, to cts.sec.notifications@wellsfargo.com and an Additional Disclosure
Notification in the form attached hereto as Exhibit EE. 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 KK 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 process set forth in Section 6.08 with respect to Major Decisions, the Master Servicer
shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans in
accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating 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 Trust Subordinate Companion 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,


 






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(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, 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 or Trust Subordinate
Companion 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, and (iii) a Mortgage Loan that is not one of the ten 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


 






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the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25).


 


Notwithstanding
the foregoing, with respect to the Mortgage Loans identified as Mortgage Loan Numbers 10, 11, 12, 13, 14, 20, 22, 23, 25, 26,
27, 28, 30, 32, 34, 39, 40, 41 and 44 on the Mortgage Loan Schedule for which SMC or SGFC is the applicable Mortgage Loan Seller
and that are subject to defeasance, the related Mortgage Loan Seller 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 (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 SMC or SGFC
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 SMC or SGFC, as applicable. Until such time as the related Mortgage Loan Seller 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 SMC or SGFC is the related Mortgage Loan Seller shall be delivered to the related Mortgage
Loan Seller at its respective notice address provided under Section 13.05. With respect to any such Mortgage Loan that
is subject to defeasance, if the successor borrower is not designated or formed by the related Mortgage Loan Seller 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 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 “Pooled
Aggregate Available Funds” or clause (a)(i) of the definitions
of “F5 Tower 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 365 days (or 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


 






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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 largest Mortgage Loans a by Stated Principal Balance or
(ii) has an unpaid principal balance that is at least equal to five percent (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 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 to the extent the Special Servicer determines in accordance with the Servicing
Standard that such Opinion of Counsel is reasonably necessary.


 


(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 approval or consent (except as otherwise provided
below in the definition of Master Servicer Decision), any Risk Retention Consultation Party’s approval or consent or the
Special Servicer’s approval or consent, 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, 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
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 any Control Termination Event and other than in the
case of any Excluded Loan, 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
(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, the Directing Certificateholder’s consent (or deemed consent) shall be required
for leasing activities that affect an area greater than or equal to 30% of the net rentable


 






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area
of the improvements at the Mortgaged Property), 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, 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 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 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, 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, except that (other than with respect to any Excluded Loan and prior to the occurrence and continuance of a Control Termination
Event) the Directing Certificateholder’s consent (or deemed consent) shall be required for earnout, holdback or performance
reserve releases specifically scheduled on Schedule 3 to this Agreement for which there is lender discretion; (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 has delivered documentation
(and the Master Servicer shall promptly forward such documentation to the Directing Certificateholder) 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 and other than with respect to amendments to split or resize notes consistent with the terms of such Intercreditor
Agreement) the Directing Certificateholder’s consent (or deemed consent) shall be required for any such modification, amendment,
consent to a modification or waiver of any term of any Intercreditor Agreement other than during a Control Termination Event,
and if any 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 any Control Termination Event and other than in the case of any
Excluded Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required in accordance with the terms
of 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 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) any assumption of the Mortgage Loan or


  



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transfer
of the Mortgaged Property, in each case, that the loan documents allow without the consent of the mortgagee but subject to satisfaction
of conditions specified in the loan documents where no mortgagee discretion is necessary in order to determine if such conditions
are satisfied; and (xiv) 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 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 any 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, 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 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; provided, further, that in the case
of any Master Servicer Decision that requires the consent of the Directing Certificateholder or a Risk Retention Consultation
Party, 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 or Risk Retention Consultation Party shall be entitled to
consult with the Master Servicer on a non-binding basis (provided that if the Directing Certificateholder or Risk Retention
Consultation Party fails to respond to a request for consultation within 10 Business Days after receipt of such request for consultation
(together with all information reasonably requested by the Directing Certificateholder or Risk Retention Consultation Party, and
reasonably available to the Master Servicer, in order to so consult) from the Master Servicer, the Master Servicer shall have
no further obligation to consult with the Directing Certificateholder or Risk Retention Consultation Party with respect to such
Master Servicer Decision, provided, however, that the failure of the Directing Certificateholder or Risk Retention
Consultation Party to respond will not relieve the Master Servicer from its obligation to consult with the Directing Certificateholder
or Risk Retention Consultation Party on any future matters). 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.


 


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


 






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Event
has occurred with respect to any Mortgage Loan (other than any Non-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, each Risk Retention Consultation Party, and ((i) prior to the occurrence and continuance
of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder
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 (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, and ((i) prior to the occurrence and continuance of a Consultation
Termination Event or (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, 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 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 immediately 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
((i) prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to
any Excluded Loan) the Directing Certificateholder 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 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 Mortgage Loan (other than a Non-Serviced Mortgage Loan)
or Trust Subordinate Companion Loan and, if applicable, the related Companion Loan (the “Initial Delivery Date”),
the Special Servicer shall deliver in electronic format a report (the “Asset Status Report”) with respect to
such Mortgage Loan or Trust Subordinate Companion Loan and related Companion Loan, if applicable, and the related Mortgaged Property
to (i) the Master Servicer, (ii) the Directing Certificateholder (but only in respect of any Mortgage Loan other than (A) any
Excluded Loan 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), (iii) the Pooled Risk Retention Consultation
Party (but not with respect to any applicable Excluded Loan) and the F5 Tower Risk Retention Consultation Parties (only in the
case of an Asset Status Report relating to the F5 Tower Whole Loan), (iv) the AB Whole Loan Controlling Holder with respect
to the Serviced AB Whole Loan, (v) 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 master servicer of such
Other Securitization into which the related Serviced Companion Loan has been sold; (vi) the Operating Advisor (but, other
than with respect to an Excluded Loan, only after the occurrence and during the continuance of an Operating Advisor Consultation
Event), (vii) with respect to a Serviced AB Whole Loan, to the extent the related AB Subordinate Companion Loan is not subject
to an AB Control Appraisal Period, the holder of the AB Subordinate Companion Loan and (viii) 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));
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. Subsequent
to the issuance of a Final Asset Status Report to the extent that during the course of the resolution of such Specially Serviced
Loan material changes in the strategy reflected in the initial Final Asset Status Report (or subsequent Final Asset Status Reports)
are necessary to reflect the then current circumstances and recommendation as to how the Specially Serviced Loan might be returned
to performing status or otherwise liquidated in accordance with the Servicing Standard, the Special Servicer shall prepare one
or more additional Asset Status Reports with respect to such Specially Serviced Loan (each such report a “Subsequent
Asset Status Report”). For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports available
to any Certificateholders on its website. None


 






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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:


 


(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


 






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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 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, 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 during the 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 an Operating Advisor Consultation 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, 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 (or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance
of a AB Control Appraisal Period and to the extent required by the terms of the related Intercreditor Agreement, the holder of
the related Subordinate Companion Loan) 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 shall follow the direction of the Directing
Certificateholder provided, such direction would be consistent with the Servicing Standard; provided, however, that
if the Directing Certificateholder’s direction would cause the Special Servicer to violate the Servicing Standard, the Special
Servicer may act upon the most recently submitted form of Asset Status Report; and 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 procedures described in this paragraph are collectively referred to herein as the “Directing
Certificateholder Approval


 






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Process”.
Prior to the occurrence of an Operating Advisor Consultation Event, the Special Servicer shall deliver each Final Asset Status
Report to the Operating Advisor following the conclusion of the Directing Certificateholder Approval Process.


 


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 (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 which 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 or any Risk Retention Consultation Party 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.


 


If
an Operating Advisor Consultation Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both
an Operating Advisor Consultation Event has occurred and is continuing and a 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 if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded
Loan, the Directing Certificateholder). Prior to the occurrence and continuance of an Operating Advisor Consultation Event, the
Operating Advisor’s review of a Final Asset Status Report shall only provide background information to support the Operating
Advisor’s duties concerning the Special Servicer’s compliance with the Servicing Standard, and the Operating Advisor
shall not provide comments to the Special Servicer in respect of such Final Asset Status Report. After the occurrence and during
the continuance of an Operating Advisor Consultation Event, 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 if no Consultation


 






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Termination
Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder)
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 if no Consultation
Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder),
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 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 (but is under
no obligation to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder), and deliver
to the Operating Advisor and the Directing Certificateholder the revised Asset Status Report (until a Final Asset Status Report
is issued). The procedures described in this and the immediately preceding paragraph are collectively referred to as the “ASR
Consultation Process”.


 


After
the occurrence and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan),
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) and, after the occurrence and during
the continuance of an Operating Advisor Consultation Event, 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. After the occurrence and
continuance of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder
(other than in its capacity as a Certificateholder) 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.


 






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(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 or 30-day period, respectively, 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.


 


(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 or
30-day period, respectively, 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 two (2) Business Days following the
establishment of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special
Servicer shall deliver in electronic format to the Directing Certificateholder 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 Serviced AB Whole Loan Controlling Holder),
to the Directing Certificateholder). With respect to any Mortgage Loan other than an Excluded Loan, 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 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 two
(2) Business Days following its completion) a copy of each Final Asset Status Report to the





 



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Operating
Advisor. The Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole Loan which
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 Serviced AB Whole Loan Controlling Holder 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 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 Asset Representations Reviewer, 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 or Trust Subordinate Companion Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement
with respect to such purchased Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion
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 or Trust Subordinate Companion 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);


 






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(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; (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 Sub-Servicing Agreement
or to the 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; and (x) provides that such Sub-Servicing Agreement shall be terminable if at any time the related Sub-Servicer
(other than a Sub-Servicer retained by the Special Servicer) is a Risk Retention Affiliate of the Third Party Purchaser if such
Sub-Servicer is a servicer as contemplated by Item 1108(a)(2). 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 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 or Trust Subordinate
Companion Loan serviced thereunder at the time such Mortgage Loan or Trust Subordinate Companion 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


  



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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 Trust Subordinate Companion Loan or the compliance with its obligations under the Sub-Servicing
Agreement and the Master Servicer’s obligations under this Agreement.


 


(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 or Special Servicer, as applicable, shall,
subject to the terms of the related Sub-Servicing Agreement, have the right to remove a Sub-Servicer retained by it at any time
it considers removal to be in the best interests of the Certificateholders.


 


(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 or Trust Subordinate Companion Loan 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.


 






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(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 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 or Trust Subordinate Companion Loan 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
which provides for the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage
Loan other than an Excluded Loan as to the Directing Certificateholder, prior to the occurrence and continuance of any Control
Termination Event, the consent of the Directing Certificateholder, except to the extent necessary for the Special Servicer to
comply with applicable regulatory requirements.


 


(j)           
None of the Master Servicer or any Additional Servicer shall enter into a Sub-Servicing Agreement with a Sub-Servicer that is
a Risk Retention Affiliate of the Third Party Purchaser if such Sub-Servicer would be a servicer as contemplated by Item 1108(a)(2).
Notwithstanding the preceding sentence, the Master Servicer, absent actual knowledge to the contrary, may conclusively rely upon
a representation of any Sub-Servicer that such Sub-Servicer is not a Risk Retention Affiliate of the Third Party Purchaser. Notwithstanding
the two preceding sentences, or anything herein to the contrary, it is acknowledged that no Initial Sub-Servicer is a Risk Retention
Affiliate of the Third Party Purchaser as of the Closing Date. If at any time the Master Servicer obtains actual knowledge that
a Sub-Servicer it has entered into a Sub-Servicing Agreement with, is a servicer as contemplated by Item 1108(a)(2) and is
a Risk Retention Affiliate


 






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of
the Third Party Purchaser, the Master Servicer shall terminate such Sub-Servicer in accordance with the related Sub-Servicing
Agreement.


 


Section
3.21       Interest Reserve Account. (a)  On the P&I Advance Date occurring
in each February and 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), (i) 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 Due 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 and (ii)
on the Closing Date, the Depositor shall remit to the Certificate Administrator, and the Certificate Administrator shall deposit
into the Interest Reserve Account the Interest Deposit Amount (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
or the Trust Subordinate Companion Loan REMIC Distribution Account, as applicable.


 


Section
3.22       Directing Certificateholder and Operating Advisor Contact with Master Servicer and
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) and (b) upon the occurrence and during the continuance of any Operating Advisor Consultation Event, the
Operating Advisor (with respect to the Special Servicer only), regarding the performance and servicing of the Mortgage Loans,
the Trust Subordinate Companion Loan 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 Risk Retention
Consultation Party; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Parties.
(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 NN 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


 






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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
and deliver a certification to all parties to this Agreement substantially in the form of Exhibit P-1G to this Agreement.
Upon the resignation or removal of the existing Directing Certificateholder (other than any Loan-Specific Directing Certificateholder),
any successor directing certificateholder shall also deliver a certification to all parties to this Agreement substantially in
the form of Exhibit P-1G to this Agreement prior to being recognized as the new Directing Certificateholder.


 


(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 such 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 such 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
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.


 


(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 and the Directing Certificateholder.


 


Additionally,
once a successor 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 VRR Interest entitled to appoint such 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


 






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Certificate
Administrator, the Operating Advisor and each other Holder of the VRR Interest, in writing, of the selection of a new Risk Retention
Consultation Party.


 


(d)           
In the event that no Directing Certificateholder 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 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 any such Directing Certificateholder 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 and F5 Tower Loan-Specific Directing 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 the existence of a new Controlling Class Certificateholder or
F5 Tower Loan-Specific Directing Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor,
the Master Servicer and the Special Servicer. Notwithstanding the foregoing, (a) KKR Real Estate Credit Opportunity Partners II
L.P. shall be the initial Directing Certificateholder (but not a Loan-Specific 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 (b)
Angelo, Gordon & Co. shall be the initial F5 Tower Loan-Specific Directing Certificateholder shall remain so until a successor
is appointed pursuant to the terms of this Agreement or until a F5 Tower Control Appraisal Period occurs.


 


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.


 


(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 a 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 or itself over the interests of the Holders of one or more
other Classes of Certificates; and (v) the Directing


 






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Certificateholder
shall have no liability whatsoever (other than to a Controlling Class Certificateholder; provided that a Loan-Specific
Directing Certificateholder shall have no such liability) for having so acted as set forth in clauses (i) through (iv) 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) a Risk Retention Consultation Party
may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii)
a Risk Retention Consultation Party may act solely in the interests of the Holders of the VRR Interest; (iii) a Risk Retention
Consultation Party does not have any liability or duties to the Holders of any Class of Certificates; (iv) a Risk Retention Consultation
Party may take actions that favor interests of the Holders of one or more Classes including the VRR Interest over the interests
of the Holders of one or more other Classes of Certificates; and (v) a Risk Retention Consultation Party shall have no liability
whatsoever for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take
any action whatsoever against a Risk Retention Consultation Party or any director, officer, employee, agent or principal of a
Risk Retention Consultation Party for having so acted.


 


(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 neither the Master Servicer nor the Special Servicer shall provide information
that comprises Privileged Information following the date upon which they receive notice that the Trust Subordinate Companion Loan
is subject to a F5 Tower Control Appraisal Period, and thereafter the Master Servicer and the Special Servicer shall only be required
to provide such Loan–Specific Directing Certificateholder with such information as is expressly required to be delivered
under the related Intercreditor Agreement; 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 Parties
and any Serviced 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 or the F5 Tower
Controlling Class within two (2) Business Days of a request from the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate


 






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Administrator,
the Trustee, or any Certificateholder and provide such information to the requesting party.


 


(l)             
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, (ii) any
Consultation Termination Event or (iii) any Operating Advisor Consultation Event. Upon the Certificate Administrator’s determination
that a Control Termination Event, a Consultation Termination Event or an Operating Advisor Consultation 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 due to a reduction of the Certificate Balance of the Class F-RR 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)) to less than 25% of the Original Certificate Balance thereof, such special
notice shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class
F-RR Certificates to less than 25% of the Original Certificate Balance thereof”.


 


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 that an Operating Advisor Consultation Event has occurred due to the reduction of the aggregate Certificate Balance
of the HRR Certificates to 25% or below of their aggregate Original Certificate Balance, taking into account the application of
any Cumulative Appraisal Reduction Amounts, such special notice shall state: “An Operating Advisor Consultation Event has
occurred because the aggregate Certificate Balance of the HRR Certificates to 25% or below of their aggregate Original Certificate
Balance.”


 


With
respect to any Mortgage Loan determined to be an Excluded Loan, none of the Directing Certificateholder or any Controlling Class
Certificateholder shall have any consent or consultation rights with respect to the servicing of such Excluded Loan and a Control
Termination Event and Consultation Termination Event shall be deemed to have occurred with respect to such Excluded Loan.


 






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A
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 related VRR Interest.


 


Section
3.24       Intercreditor Agreements. (a)  Each of 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. Each of the Master Servicer and the Special Servicer further acknowledges and agrees that any Serviced Whole Loan
Controlling Holder will have the right to replace the Special Servicer solely with respect to the related Serviced 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 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.


 


(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


 






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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 or the Directing Certificateholder
or a 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 any 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 a 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.


 


(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


 






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(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)            
Each Serviced Pari Passu Companion Loan 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 deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


 


(i)             
With respect to the Serviced AB Whole Loan, notwithstanding any rights the Directing Certificateholder hereunder may have to consult
with respect to any action or other matter with respect to the servicing of such Serviced AB Whole Loan, to the extent the related
Intercreditor Agreement provides that such right is exercisable by the related Subordinate Companion Holder or its representative
or is exercisable in conjunction with the related Subordinate Companion Holder, then the Directing Certificateholder shall not
be permitted to exercise such right. Additionally, notwithstanding anything in this Agreement to the contrary, the Special Servicer
shall consult with, seek the approval of, or obtain the consent of the Subordinate Companion Holder or its representative with
respect to any matters with respect to the servicing of the related AB Subordinate Companion Loan to the extent required under
the related Intercreditor Agreement and shall not take such actions requiring consent of or consultation with such Subordinate
Companion Holder or its representative without such consent or consultation (or deemed consent or consultation). In addition,
notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver information, reports
and notices to the Subordinate Companion Holder or its representative as and to the extent required under the related Intercreditor
Agreement; provided that if such Subordinate Companion Holder is a Borrower Party with respect to the related
Mortgage Loan, then such Subordinate Companion Holder shall not be entitled to receive any information that would constitute Excluded
Information if such AB Whole Loan were an Excluded Controlling Class Loan. Each of the Master Servicer and the Special Servicer
further acknowledges and agrees that any AB Whole Loan Controlling Holder will have the right to exercise the rights of the Directing
Certificateholder under this Agreement to the extent provided for in, and subject to the terms of, the related Intercreditor Agreement.


 






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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”)
attempting and/or 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 and the Trust Subordinate Companion Loan (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 replacement master servicer or special servicer
is listed on S&P’s Select Servicer List as a “U.S. Commercial Mortgage Master Servicer” or “U.S. Commercial
Mortgage Special Servicer,” as applicable, if S&P is the non-responding Rating Agency, (ii) the replacement master servicer
or special servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case
of the special servicer), if Fitch is the non-responding Rating Agency or (iii) DBRS Morningstar has not publicly cited servicing
concerns with respect to the applicable replacement master servicer or special servicer as the sole or a material factor in any
qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by such replacement
master servicer or special servicer prior to the time of determination, if DBRS Morningstar is the non-responding Rating Agency.


 






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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.


 


Section
3.26       The Operating Advisor. (a)  The Operating Advisor shall review (i) the
actions of the Special Servicer with respect to any Specially Serviced Loan (as provided in Section 3.08(a), Section
3.08(b), Section 3.18(a), Section 3.18(b), Section 3.19(d), Section 3.26 and Section 6.08)
and after the occurrence and during the continuance of an Operating Advisor Consultation Event the actions of the Special Servicer
with respect to Major Decisions relating to any Mortgage Loan, (ii) all reports by the Special Servicer made available to
Privileged Persons that are posted on the Certificate Administrator’s Website and that are relevant to the Operating Advisor’s
obligations hereunder and (iii) each Asset Status Report (after the occurrence and during the continuance of an Operating
Advisor Consultation Event) and (iv) each Final Asset Status Report delivered to the Operating Advisor by the Special Servicer.
The Operating Advisor shall perform its duties hereunder in accordance with the Operating Advisor Standard. Furthermore, the Operating
Advisor shall have no obligation or responsibility at any time to review the actions of the Master Servicer for compliance with
the Servicing Standard, and the Operating Advisor will not be required to consider such Master Servicer actions in connection
with any Operating Advisor Annual Report.


 


(b)           
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the


 






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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) Based on the Operating Advisor’s review of (i) any assessment of compliance report, attestation report, and
other information delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are
posted on the Certificate Administrator’s Website during the prior calendar year, (ii) prior to the occurrence and
continuance of an Operating Advisor Consultation Event, with respect to any Specially Serviced Loan, any related Final Asset Status
Report or approved or deemed approved Major Decision Reporting Package provided to the Operating Advisor by the Special Servicer,
and (iii) after the occurrence and continuance of an Operating Advisor Consultation Event, any Asset Status Report and any
Major Decision Reporting Package provided to the Operating Advisor with respect to any Mortgage Loan, the Operating Advisor shall
(but only if any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan was a Specially Serviced Loan
at any time during the prior calendar year or if an Operating Advisor Consultation Event occurred 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, 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 whether the Operating
Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is operating in compliance with the
Servicing Standard with respect to its performance of its duties pursuant to this Agreement with respect to Specially Serviced
Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event, also with respect to Major Decisions
on Non-Specially Serviced Loans) during the prior calendar year on a “trust-level basis” and identifying (1) which,
if any, standards with which the Operating Advisor believes, in its sole discretion exercised in good faith, the Special Servicer
has failed to comply and (2) any material deviations from the Special Servicer’s obligations hereunder with respect to the
resolution or liquidation of any Specially Serviced Loan or REO Property (other than with respect to any REO Property related
to any Non-Serviced Mortgage Loan); 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; provided, further, that the Operating Advisor shall prepare a separate Operating Advisor Annual Report relating
to each Excluded Special Servicer and any Excluded Special Servicer Loan(s) serviced by such Excluded Special Servicer. In preparing
any Operating Advisor Annual Report, the Operating Advisor shall not be required to report on instances of non-compliance with,
or deviation from, the Servicing Standard or the Special Servicer’s obligations under this Agreement that the Operating
Advisor determines, in its sole discretion exercised in good faith, to be immaterial. Subject to the


 






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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) and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information
(subject to any permitted exceptions). Such Operating Advisor Annual Report shall be delivered to 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. Only
as used in this Section 3.26 in connection with the Operating Advisor Annual Report, the term “trust-level basis”
refers to the Special Servicer’s performance of its duties as they relate to the pool of Specially Serviced Loans (and,
after the occurrence and continuance of an Operating Advisor Consultation Event, also with respect to Major Decisions on Non-Specially
Serviced Loans), taking into account the Special Servicer’s specific duties under this Agreement as well as the extent to
which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor
of any assessment of compliance report, attestation report, Major Decision Reporting Package, Asset Status Report (during the
continuance of an Operating Advisor Consultation Event), Final Asset Status Report and any other information delivered to the
Operating Advisor by the Special Servicer (other than any communications between the Directing Certificateholder and the Special
Servicer that would be Privileged Information) pursuant to this Agreement.


 


(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.


 


(d)          
[RESERVED].


 


(e)          
(i) With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, after the calculation
has been finalized (and, if an


 






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Operating
Advisor Consultation Event has occurred and is continuing, prior to the utilization by the Special Servicer) of any of the calculations
related to (i) Appraisal Reduction Amounts calculated by the Special Servicer, (ii) Cumulative Appraisal Reduction Amounts
calculated by the Special Servicer, (iii) Collateral Deficiency Amounts calculated by the Special Servicer or (iv) net
present value in accordance with Section 1.02(iv) calculated by the Special Servicer, the Special Servicer shall forward
such calculations, together with any supporting material or additional information necessary in support thereof (including such
additional information 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 review for accuracy and consistency
with this Agreement 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 Cumulative Appraisal Reduction Amount, Appraisal Reduction Amount or Collateral Deficiency Amount (in each case, as 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 Special Servicer shall consult with each other in order
to resolve any material inaccuracy in the mathematical calculations or the application of the non-discretionary portions of
the related formula in arriving at those mathematical calculations or any disagreement 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 Cumulative Appraisal Reduction Amount that is in the Master Servicer’s
possession or reasonably obtainable by the Master Servicer. In the event the Operating Advisor and the Special Servicer are not
able to resolve such inaccuracies or 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.


 


(f)            
Notwithstanding the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating
Advisor’s review shall be limited to an after-the-action review of any assessment of compliance, attestation report, Major
Decision Reporting Package relating to a Specially Serviced Loan, Asset Status Report, Final Asset Status Report and other information
delivered to the Operating Advisor by the Special Servicer or made available to Privileged Persons that are posted on the Certificate
Administrator’s Website during the prior calendar year (together with any additional information and material reviewed by
the Operating Advisor), and, therefore, it shall have no specific involvement with respect to collateral substitutions, assignments,
workouts, modifications, consents, waivers, lockbox management, insurance policies, borrower substitutions, lease changes, additional
borrower debt, defeasances, property management changes, releases from escrow, assumptions and other similar actions that


 






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the
Special Servicer may perform under this Agreement and will have no obligations at any time with respect to any Non-Serviced Mortgage
Loan. In addition, with respect to the Operating Advisor’s review of net present value and Cumulative Appraisal Reduction
Amount calculations as required in Section 3.26(e) above, the Operating Advisor’s recalculation shall not take into
account the reasonableness of Special Servicer’s property and borrower performance assumptions or other similar discretionary
portions of the net present value and Cumulative Appraisal Reduction Amount calculation.


 


(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 or any Excluded Loan) other than
pursuant to a Privileged Information Exception. In addition and for the avoidance of doubt, while the Operating Advisor may serve
in a similar capacity with respect to Other Securitizations that involve the same parties or borrower involved in this securitization,
the knowledge of the employees performing operating advisor functions for such Other Securitizations shall not be imputed to the
employees of the Operating Advisor involved in this securitization. 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)           
[RESERVED].


 


(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 (excluding each Non-Serviced Mortgage Loan, each Servicing Shift Mortgage
Loan and each Companion Loan) and each REO 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 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.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or Section 6.04(b), such amounts to be reimbursed from amounts on deposit in the Collection Account as provided
by Section 3.05(a).


 






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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 has not been reduced to zero as a result
of the allocation of Pooled Certificate 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 that are consistent with the efforts in accordance with the Servicing Standard that the
Master Servicer or the Special Servicer, as applicable, would use to collect any borrower-paid fees not specified in the Mortgage
Loan documents owed to it, and, only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer
or 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 shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced
Whole Loan or Servicing Shift 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 Pooled 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 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 Pooled 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


 






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Amounts
are allocable), the Trustee shall immediately terminate all of the rights and obligations of the Operating Advisor under this
Agreement (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)) by prior written
notice to the Operating Advisor, and the proposed successor operating advisor will be appointed.


 


(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 Pooled 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 (only if no Consultation Termination Event has occurred
and is continuing), any Companion Loan holder, the Risk Retention Consultation Parties and the Certificateholders.


 


(l)             
The Holders of Certificates representing at least 25% of the Pooled 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 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,


 






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the
Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the Risk Retention Consultation
Parties and the Directing Certificateholder, 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. If no successor operating advisor has been appointed and has accepted such appointment within thirty
(30) days of receipt by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer and the Directing Certificateholder of the resigning Operating Advisor’s notice of resignation,
the resigning Operating Advisor may petition a court of competent jurisdiction for the appointment of a successor operating advisor
that is an Eligible Operating Advisor. 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)           
[RESERVED].


 


(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 or liability to any particular
Class of Certificates or particular Certificateholders or any third party, 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.


 


(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


 






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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 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 to agents or subcontractors to the extent such agents or subcontractors satisfy
clauses (c), (d) and (f) of the definition of “Eligible Operating Advisor” and 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 an Operating Advisor Consultation Event has occurred and is continuing, or has terminated,
the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice thereof pursuant
to Section 3.23(l), and, with respect to any obligations of the Operating Advisor that are performed only after the occurrence
and continuance of an Operating Advisor Consultation Event, the Operating Advisor shall have no obligation to perform any such
duties until the receipt of such notice or actual knowledge of the occurrence of an Operating Advisor Consultation Event.


 


Section
3.27       Companion Paying Agent. (a)  With respect to each of the Serviced Companion
Loans (other than the Trust Subordinate Companion Loan), 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


 






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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 (other than the Trust Subordinate Companion Loan), 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 (other
than the Trust Subordinate 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.


 


Section
3.29       Certain Matters Relating to the Whole 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, 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.


 






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(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, prior to the occurrence and continuance of
a Consultation Termination Event, or the Operating Advisor, 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.


 


(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 receives any written communication
from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any “Master Servicer
Decision” pursuant to


 






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clause
(x) of the definition of such term, then the Master Servicer or Special Servicer, as applicable, shall forward such communication
to the Directing Certificateholder (and to the Master Servicer, if the Special Servicer is forwarding such communication). The
Master 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 related 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 the date on which 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 and (I) the CREFC® Loan
Periodic Update File. 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 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 subsection 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 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 Control Note has been or is being securitized and identifying the related
Servicing Shift Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing


 






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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 identified in the above referenced notice from the Mortgage Loan Seller on the related Servicing Shift 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.


 


(l)             
With respect to any Servicing Shift Mortgage Loan that is also a Serviced Mortgage Loan, the Directing Certificateholder identified
in clause (B) of the definition of “Directing Certificateholder”, prior to the occurrence and continuance of a Consultation
Termination Event, or the Operating Advisor, 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.


 


Section
3.30       [RESERVED].


 


Section
3.31       Resignation upon Prohibited Risk Retention Affiliation. 


 


Upon
the occurrence of (i) a Servicing Officer of the Master Servicer or a Responsible Officer of the Certificate Administrator or
the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate Administrator or the Trustee,
as applicable, is or has become Risk Retention Affiliated with or a Risk Retention Affiliate of the Third Party Purchaser (in
such case, an “Impermissible TPP Affiliate”), (ii) the Master Servicer, Certificate Administrator or the Trustee receiving
written notice by any other party to this Agreement, the Third Party Purchaser, any Sponsor or any Underwriter or Initial Purchaser
that the Master Servicer, Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate,
or (iii) the Operating Advisor or the Asset Representations Reviewer obtaining actual knowledge that it is or has become a Risk
Retention Affiliate of the Third Party Purchaser or any other party to this Agreement (other than the Operating Advisor and Asset
Representations Reviewer) (such Operating Advisor and Asset Representations Reviewer, together with an Impermissible TPP Affiliate,
an “Impermissible Risk Retention Affiliate”), then, in each case, such Impermissible Risk Retention Affiliate
shall promptly notify the Sponsors and the other parties to this Agreement and resign in accordance with Section 3.26,
Section 6.05, Section 7.03, Section 8.07 or Section 12.03, as applicable. The resigning Impermissible
Risk Retention Affiliate shall bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement, the
Trust and each Rating Agency in connection with such resignation as and to the extent required under this Agreement, provided,
however, that if the affiliation causing an Impermissible Risk Retention Affiliate is the result of the Third Party Purchaser
acquiring an interest in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate,
then such costs and expenses shall be an expense of the Trust.


 






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The
provisions of the foregoing paragraph will not apply if the Depositor has determined, following a modification, waiver or amendment
to, or repeal of, the Risk Retention Rules, that the foregoing affiliations are not prohibited. The Depositor shall provide written
notice of such determination to the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the
Asset Representations Reviewer, provided however, the Depositor shall have no obligation to monitor the Risk Retention
Rules to determine if a modification, waiver, amendment or repeal has occurred.


 


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, any Controlling Class
Certificateholder or any F5 Tower 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, such Controlling Class Certificateholder or such F5 Tower Controlling Class Certificateholder is not a Borrower
Party and, if such Excluded Information is not available on the Certificate Administrator’s Website on account of it constituting
Excluded Information, such Directing Certificateholder, Controlling Class Certificateholder or such F5 Tower 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.


 


Nothing
set forth in this Agreement shall prohibit the Directing Certificateholder, any Controlling Class Certificateholder or any F5
Tower 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 to such Excluded Controlling Class Holder via the Certificate
Administrator’s Website, such Directing


 






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Certificateholder,
Controlling Class Certificateholder or F5 Tower Controlling Class Certificateholder that is not a Borrower Party with respect
to the related Excluded Controlling Class Loan shall be permitted to reasonably request and obtain such information in accordance
with Section 3.13(a) and Section 4.02(f) of this Agreement, and
each of the Master Servicer and Special Servicer may require and rely on such certification and other reasonably requested information
prior to releasing any such information.


 


Section
3.34       Trust Subordinate Companion Loan.


 


(a)  With
respect to the Trust Subordinate Companion Loan, references to actions being taken for the benefit of the Trust Subordinate Companion
Loan or in the best interests of the holders of the Loan-Specific Certificates in this Agreement shall be deemed to be taken (and
subject to the same considerations) also for the benefit of, or to be taken in the best interests of, the Holders of such Loan-Specific
Certificates, as beneficial owners of the Trust Subordinate Companion Loan.


 


(b)           
Any notices, reports or other information related to the Trust Subordinate Companion Loan required to be delivered by a party
under this Agreement or the related Intercreditor Agreement to the holders of the Loan-Specific Certificates or the holders of
the Trust Subordinate Companion Loan shall be delivered (in lieu of delivery to such holders) to the related F5 Tower Loan-Specific
Directing Certificateholder by such party within the same time periods as such notices, reports or other information are required
to be delivered to the holder of the Trust Subordinate Companion Loan.


 


(c)            
Any consents required to be obtained from the holder of the Trust Subordinate Companion Loan under this Agreement or the related
Intercreditor Agreement or any obligation under this Agreement or the related Intercreditor Agreement of the Master Servicer or
the Special Servicer or other party to this Agreement to consult with or obtain the consent of or follow the direction of the
holder of such Trust Subordinate Companion Loan shall instead be deemed to require such Person to consult with, obtain the consent
of or follow the direction of the related F5 Tower Loan-Specific Directing Certificateholder.


 


(d)           
With respect to the F5 Tower Whole Loan, subject to the foregoing and applicable REMIC Provisions, the F5 Tower Loan-Specific
Directing Certificateholder may direct the Master Servicer or the Special Servicer, on behalf of the Trustee and the holders of
the Loan-Specific Certificates to implement the holder of such Trust Subordinate Companion Loan’s exercise of any rights,
to the extent that each such holder is entitled to such rights under the related Intercreditor Agreement.


 


(e)            
Prior to the Special Servicer obtaining the consent of, or consulting with any F5 Tower Loan-Specific Directing Certificateholder
to the extent provided for under the related Intercreditor Agreement, F5 Tower Loan-Specific Directing Certificateholder shall
have delivered to the Special Servicer an officer’s certificate in form and substance acceptable to the Special Servicer
(with a copy to the Master Servicer), as applicable, stating such party is not the related Mortgagor or an affiliate of the related
Mortgagor or acting on behalf of the related Mortgagor or one or more of its Affiliates.


 






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(f)            
Subject to Section 3.01(p), at any time the F5 Tower Mortgage Loan is
not part of the Trust, the Master Servicer or Special Servicer shall have no obligation to service such Mortgage Loan and shall
solely service the Trust Subordinate Companion Loan until the Trust Subordinate Companion Loan is removed from the Trust pursuant
to Section 3.33(g) and shall have no obligation to make any Advance with
respect to the Trust Subordinate Companion Loan, the related Mortgage Loan or the related AB Whole Loan.


 


(g)           
Within two (2) Business Days following the removal of the F5 Tower Mortgage Loan from the Trust as a result of a repurchase of
such Trust Subordinate Companion Loan by each of Barclays and GACC, the Special Servicer shall provide written notice (an “Exchange
Election Notice”) to the Certificate Administrator who shall upon receipt thereof notify the related F5 Tower Loan-Specific
Directing Certificateholder and the Holders of the Loan-Specific Certificates (by posting such Exchange Election Notice to the
Certificate Administrator’s Website) that the Holders of all of the Loan-Specific Certificates may unanimously elect to
exchange their Certificates for the related Trust Subordinate Companion Loan (an “Exchange”) by delivery of
written notice (an “Acceptance Notice”) to the Depositor, Master Servicer, Special Servicer, Certificate Administrator
and Trustee within 5 Business Days of receipt of the Exchange Election Notice. In the event an Acceptance Notice is not delivered
within such 5 Business Days, the Special Servicer shall use commercially reasonable efforts to sell such Trust Subordinate Companion
Loan, for the fair value of such asset. The Holders of such class of Certificates shall pay (from their own funds and not from
amounts allocable from any portion of the Trust to such Class of Certificates) all costs and expenses of the Master Servicer,
the Special Servicer, the Certificate Administrator and Trustee incurred in connection with the Exchange. The Exchange shall be
subject to the reasonable procedures established by the Master Servicer, Special Servicer, Trustee and Certificate Registrar in
connection with the Exchange.


 


Section
3.35       F5 Tower Loan-Specific Directing Certificateholder. (a)  The Certificateholder(s)
holding more than fifty percent (50%) of the Certificate Balance of the F5 Tower Controlling Class, shall have the right to appoint
and replace (for any reason) the F5 Tower Controlling Class Representative.


 


(b)           
The F5 Tower Loan-Specific Directing Certificateholder shall not have any liability to the Holders of the Loan-Specific Certificates
or any other Certificateholders for any action taken, or for refraining from the taking of any action or the giving of any consent
or failure to give any consent in good faith pursuant to this Agreement or errors in judgment. By its acceptance of a F5 Tower
Loan-Specific Certificate or other Certificate, each holder of a F5 Tower Loan-Specific Certificate or other Certificate will
be deemed to have confirmed its agreement that any F5 Tower Loan-Specific Directing Certificateholder may take or refrain from
taking actions, or give or refrain from giving any consents, that favor the interests of the appointing Certificateholder(s) over
any other holder of such Class of Certificates or other Certificate, and that such F5 Tower Loan-Specific Directing Certificateholder
may have special relationships and interests that conflict with the interests of other Holders of such Class of Certificates or
any other Certificates, will be deemed to have agreed to take no action against such F5 Tower Loan-Specific Directing Certificateholder
or any of its officers, directors, employees, principals or agents as a result of such special relationships or interests, and
that no F5 Tower Loan-Specific Directing Certificateholder will be deemed to have been grossly negligent or reckless, or to have
acted in bad faith or engaged in willful misconduct or to have recklessly disregarded any exercise of its


 






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rights
by reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely
in the interests of the Holders of the Loan-Specific Certificates.


 


(c)            
Each Holder of a F5 Tower Loan-Specific Certificate is hereby deemed to have agreed by virtue of its purchase of such 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 such Certificate, the selection of a F5 Tower Loan-Specific
Directing Certificateholder or the resignation or removal thereof, by delivering a notice to each such Person substantially in
the form of Exhibit MM, attached hereto (which notice shall include the contact information of the selected F5 Tower Loan-Specific
Directing Certificateholder, if applicable).


 


[End
of Article III]


 


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01       Distributions. (a)  Distributions of Available Funds. On each
Distribution Date, to the extent of the Pooled Non-VRR 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, 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, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B and Class
X-D Certificates, 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;


 


(ii)            
second, to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates 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, up to an amount equal to the Pooled Non-VRR 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, up to an amount equal to the Pooled Non-VRR 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 Holders of the Class A-2 Certificates up to an amount equal to the Pooled Non-VRR 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


 






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the
outstanding Certificate Balance of the Class A-2 Certificates has been reduced to zero; (4) fourth, to the Holders of
the Class A-3 Certificates up to an amount equal to the Pooled Non-VRR 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-3 Certificates has been reduced to zero; (5) fifth, to
the Holders of the Class A-4 Certificates, up to an amount equal to the Pooled Non-VRR Principal Distribution 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-4 Certificates has been reduced to zero;
and (6) sixth, to the Holders of the Class A-SB Certificates, up to an amount equal to the Pooled Non-VRR Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3), (4) and (5)
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, Class A-2, Class A-3,
Class A-4 and Class A-SB Certificates, pro rata (based on their respective Certificate Balances) up to an amount equal
to the Pooled Non-VRR Principal Distribution Amount for such Distribution Date, until the Certificate Balance of each of the Class
A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates is reduced to zero, without regard to the Class A-SB
Planned Principal Balance;


 


(iii)         
third, to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, first
up to an amount equal to, and pro rata (based upon the aggregate unreimbursed Pooled Certificate Realized Losses previously
allocated to each such Class) with, the aggregate unreimbursed Pooled Certificate Realized Losses previously allocated to each
such Class, then up to an amount equal to all accrued and unpaid interest on that amount at the Pass-Through Rate for such
Class compounded monthly from the date the related Pooled Certificate Realized Loss was allocated to such Class until the date
such Pooled Certificate Realized Loss is reimbursed;


 


(iv)          
fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates;


 


(v)            
fifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB
Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Pooled Non-VRR Principal Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class A-S Certificates has been reduced to zero;


 


(vi)         
sixth, to the Holders of the Class A-S Certificates, first up to an amount equal to the aggregate unreimbursed Pooled
Certificate Realized Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid interest
on that amount at the Pass-Through Rate for such Class compounded monthly from the date


 






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the
related Pooled Certificate Realized Loss was allocated to such Class until the date such Pooled Certificate Realized Loss is reimbursed;


 


(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;


 


(viii)      
eighth, after the Certificate Balances of the Class A Certificates have 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 Pooled Non-VRR Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates on such Distribution Date),
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 aggregate unreimbursed Pooled Certificate
Realized Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount
at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled Certificate Realized Loss was
allocated to such Class until the date such Pooled Certificate Realized Loss is reimbursed;


 


(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;


 


(xi)        
eleventh, after the Certificate Balances of the Class A 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 Pooled Non-VRR Principal
Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A and Class B Certificates
on such Distribution Date), 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 aggregate unreimbursed Pooled Certificate
Realized Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid interest on that amount
at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled Certificate Realized Loss was
allocated to such Class until the date such Pooled Certificate Realized Loss is reimbursed;


 


(xiii)      
thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates;


 


(xiv)      
fourteenth, after the Certificate Balances of the Class A, Class B 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 Pooled
Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions in


 






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respect
of the Class A, Class B and Class C Certificates on such Distribution Date), 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 aggregate unreimbursed Pooled
Certificate Realized Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid interest
on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled Certificate Realized
Loss was allocated to such Class until the date such Pooled Certificate Realized Loss is reimbursed;


 


(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;


 


(xvii)    
seventeenth, after the Certificate Balances of the Class A, Class B, Class C 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 Pooled Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class
A, Class B, Class C 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 aggregate unreimbursed Pooled
Certificate Realized Losses previously allocated to such Class, up to an amount equal to all accrued and unpaid then interest
on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled Certificate Realized
Loss was allocated to such Class until the date such Pooled Certificate Realized Loss is reimbursed;


 


(xix)      
nineteenth, to the Holders of the Class F-RR Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates;


 


(xx)       
twentieth, after the Certificate Balances of the Class A, Class B, Class C, Class D and Class E Certificates have been
reduced to zero, to the Holders of the Class F-RR Certificates, in reduction of the Certificate Balance thereof, up to an amount
equal to the Pooled Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
of the Class A, Class B, Class C, Class D and Class E Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class F-RR Certificates has been reduced to zero;


 


(xxi)     
twenty-first, to the Holders of the Class F-RR Certificates, first up to an amount equal to the aggregate unreimbursed
Pooled Certificate Realized Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid interest
on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled Certificate Realized
Loss was allocated to such Class until the date such Pooled Certificate Realized Loss is reimbursed;


 






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(xxii)           
twenty-second, to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class of Certificates;


 


(xxiii)         
twenty-third, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class and Class F-RR Certificates
have been reduced to zero, to the Holders of the Class G-RR Certificates, in reduction of the Certificate Balance thereof, up
to an amount equal to the Pooled Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A, Class B, Class C, Class D, Class E and Class F-RR Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class G-RR Certificates has been reduced to zero;


 


(xxiv)         
twenty-fourth, to the Holders of the Class G-RR Certificates, first up to an amount equal to the aggregate unreimbursed
Pooled Certificate Realized Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid interest
on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled Certificate Realized
Loss was allocated to such Class until the date such Pooled Certificate Realized Loss is reimbursed;


 


(xxv)          
twenty-fifth, to the Holders of the Class H-RR Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates;


 


(xxvi)        
twenty-sixth, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E, Class F-RR and Class
G-RR Certificates have been reduced to zero, to the Holders of the Class H-RR Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Pooled Non-VRR Principal Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A, Class B, Class C, Class D, Class E, Class F-RR and Class G-RR Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class H-RR Certificates has been reduced to zero;


 


(xxvii)       
twenty-seventh, to the Holders of the Class H-RR Certificates, first up to an amount equal to the aggregate unreimbursed
Pooled Certificate Realized Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid interest
on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Pooled Certificate Realized
Loss was allocated to such Class until the date such Pooled Certificate Realized Loss is reimbursed;


 


(xxviii)      
twenty-eighth, to the Holders of the Class J-RR Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class of Certificates;


 


(xxix)        
twenty-ninth, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E, Class F-RR, Class
G-RR and Class H-RR Certificates have been reduced to zero, to the Holders of the Class J-RR Certificates, in reduction of the
Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion


 






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thereof
remaining after any distributions in respect of the Class A, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR and Class
H-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class J-RR Certificates has been
reduced to zero;


 


(xxx)          
thirtieth, to the Holders of the Class J-RR Certificates, first up to an amount equal to the unreimbursed Realized Losses
previously allocated to such Class, then up to an amount equal to all accrued and unpaid 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 until the date such
Realized Loss is reimbursed;


 


(xxxi)         
thirty-first, to the Holders of the Class NR-RR Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates;


 


(xxxii)       
thirty-second, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E, Class F-RR, Class
G-RR, Class H-RR and Class J-RR Certificates have been reduced to zero, to the Holders of the Class NR-RR 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, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR, Class H-RR and
Class J-RR Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class NR-RR Certificates
has been reduced to zero;


 


(xxxiii)     
thirty-third, to the Holders of the Class NR-RR Certificates, first up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, then up to an amount equal to all accrued and unpaid 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 until
the date such Realized Loss is reimbursed; and


 


(xxxiv)     
thirty-fourth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the
Pooled Non-VRR 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 Pooled Aggregate Available
Funds or the F5 Tower 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.


 






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(b)             On
each Distribution Date, to the extent of the F5 Tower Non-VRR Available Funds for such Distribution Date, the Certificate Administrator
shall be deemed to transfer the Trust Subordinate Companion Loan REMIC Distribution Amount from the Trust Subordinate Companion
Loan 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 Trust Subordinate Companion Loan REMIC Regular Interests, 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 F5T-A Certificates, in respect of interest, up to an amount equal to the F5 Tower Non-VRR
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;

 

(ii)            
second, to the Holders of the Class F5T-A Certificates, in reduction of the Certificate Balance thereof, up to an amount
equal to the F5 Tower Non-VRR Principal Distribution Amount, until the outstanding Certificate Balance of the Class F5T-A Certificates
is reduced to zero;

 

(iii)           
third, to the Holders of the Class F5T-A Certificates, first, (i) up to an amount equal to the unreimbursed F5 Tower Non-VRR
Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related F5 Tower
Non-VRR Realized Loss was allocated to such Class until the date such F5 Tower Non-VRR Realized Loss is reimbursed;

 

(iv)           
fourth, to the Holders of the Class F5T-B Certificates, in respect of interest, up to an amount equal to the F5 Tower Non-VRR
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;

 

(v)            
fifth, after the Certificate Balance of the Class F5T-A Certificates has been reduced to zero, to the Holders of the Class
F5T-B Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the F5 Tower Non-VRR Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class F5T-A Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class F5T-B Certificates is reduced to zero;

 

(vi)           sixth,
to the Holders of the Class F5T-B Certificates, first, (i) up to an amount equal to the unreimbursed F5 Tower Non-VRR Realized
Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related F5 Tower Non-VRR
Realized Loss was allocated to such Class until the date such F5 Tower Non-VRR Realized Loss is reimbursed;

 


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(vii)         
seventh, to the Holders of the Class F5T-C Certificates, in respect of interest, up to an amount equal to the F5 Tower
Non-VRR Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;

 

(viii)         eighth,
after the Certificate Balances of the Class F5T-A and Class F5T-B Certificates have been reduced to zero, to the Holders of the
Class F5T-C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the F5 Tower Non-VRR Principal
Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class F5T-A and Class F5T-B Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class F5T-C Certificates is reduced to zero;

 

(ix)          
ninth, to the Holders of the Class F5T-C Certificates, first, (i) up to an amount equal to the unreimbursed F5 Tower Non-VRR
Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related F5 Tower
Non-VRR Realized Loss was allocated to such Class until the date such F5 Tower Non-VRR Realized Loss is reimbursed;

 

(x)           
tenth, to the Holders of the Class F5T-D Certificates, in respect of interest, up to an amount equal to the F5 Tower Non-VRR
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;

 

(xi)          
eleventh, after the Certificate Balances of the Class F5T-A, Class F5T-B and Class F5T-C Certificates have been reduced
to zero, to the Holders of the Class F5T-D Certificates, in reduction of the Certificate Balance thereof, up to an amount equal
to the F5 Tower Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of
the Class F5T-A, Class F5T-B and Class F5T-C Certificates on such Distribution Date), until the outstanding Certificate Balance
of the Class F5T-D Certificates is reduced to zero;

 

(xii)   
      twelfth, to the Holders of the Class F5T-D Certificates, first, (i) up to an amount
equal to the unreimbursed F5 Tower Non-VRR Realized Losses previously allocated to such Class, and then, (ii) up to an amount
equal to all accrued and unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded
monthly from the date the related F5 Tower Non-VRR Realized Loss was allocated to such Class until the date such F5 Tower Non-VRR
Realized Loss is reimbursed; and

 

(xiii)  
      thirteenth, to the Holders of the Class R Certificates in respect of the Class UR Interest,
the amount, if any, of the F5 Tower Non-VRR Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect
to such Distribution Date.

 

(c)            On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Pooled Certificate Realized Losses in an amount equal to the amount of principal or reimbursement of Pooled

 


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Certificate
Realized Losses actually distributable to the Holders of the respective Related Certificates as provided in Section 4.01(a),
Section 4.01(d), Section 4.01(h) and Section 4.01(l) 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. 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 in respect of its Related Certificates plus a pro rata portion of the
Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LA3, Class LA4 and Class LASB Uncertificated
Interests, the Class X-A Certificates, (ii) in the case of the Class LAS, Class LB and Class LC Uncertificated Interests, the
Class X-B Certificates and (iii) in the case of the Class LD and Class LE Uncertificated Interests, the Class X-D Certificates,
in each case, computed based on an interest rate equal to the excess of the Pooled Weighted Average Net Mortgage Rate over the
Pass-Through Rate of the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each
case to the extent actually distributable thereon as provided in Section 4.01(a). 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 Related Certificates
with respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(a) 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 shall be the rate per annum set forth in the Preliminary
Statement hereto.

 

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(g) 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 Pooled
Aggregate Available Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).

 

On
each Distribution Date, the Trust Subordinate Companion Loan REMIC Regular Interests shall be deemed to receive distributions
in respect of principal or reimbursement of F5 Tower Non-VRR Realized Loss in an amount equal to the amount of principal or reimbursement
of F5 Tower Non-VRR Realized Loss actually distributable to the Holders of the respective Related Certificates as provided in
Section 4.01(b) and Section 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Trust
Subordinate Companion Loan REMIC Regular Interests is equal to the Certificate Balance of the Class of Related Certificates. On
each Distribution Date, the Trust Subordinate Companion Loan REMIC Regular Interests shall be deemed to receive distributions
in respect of interest in an amount equal to the F5 Tower Non-VRR Interest Distribution Amount in respect of its Related Certificates,
computed based on an interest rate equal to the excess of the Net Mortgage Rate of the Trust Subordinate Companion Loan over the
Pass-Through Rate of the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount, in each
case to the extent actually distributable thereon as provided in this Section 4.01(c). Amounts distributable pursuant to
this paragraph are referred to

 


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herein
collectively as the “Trust Subordinate Companion Loan REMIC Distribution Amounts” and shall be made by the
Certificate Administrator by deeming such Trust Subordinate Companion Loan REMIC Distribution Amount to be withdrawn from the
Trust Subordinate Companion Loan REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.

 

As
of any date, the principal balance of each Trust Subordinate Companion Loan REMIC Regular Interest shall equal the Certificate
Balance of the Related Certificates with respect thereto, as adjusted for the allocation of F5 Tower Non-VRR Realized Losses,
as provided in Section 4.04. The initial principal balance of each Trust Subordinate Companion Loan REMIC Regular Interest
shall equal the respective Original Lower-Tier Principal Amount. The pass-through rate with respect to each Trust Subordinate
Companion Loan REMIC Regular Interest shall be the rate per annum set forth in the Preliminary Statement hereto.

 

Any
amount that remains in the Trust Subordinate Companion Loan REMIC Distribution Account on each Distribution Date after distribution
of the Trust Subordinate Companion Loan REMIC Distribution Amount, and distribution of Yield Maintenance Charges pursuant to Section
4.01(h) shall be distributed to Holders of the Class R Certificates in respect of the Class F5T-R Interest (but only to the
extent of F5 Tower Non-VRR Available Funds for such Distribution Date remaining in the Trust Subordinate Companion Loan REMIC
Distribution Account, if any).

 

(d)            So
long as 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 (with interest as provided
herein) and other amounts provided for in this Section 4.01.

 

(e)            Distributions
of Pooled VRR Available Funds on the VRR Interest. On each Distribution Date, the Certificate Administrator shall withdraw
from the Upper-Tier REMIC Distribution Account the amounts on deposit therein, to the extent of the Pooled VRR Available Funds
for such Distribution Date, and shall distribute such amounts to the Holders of the VRR Interest and the Class R Certificates
in accordance with this section (e).

 

On
each Distribution Date, the Certificate Administrator shall apply the then applicable Pooled VRR Available Funds for such Distribution
Date to make distributions to the Holders of the VRR Interest for the following purposes and in the following order of priority:

 

(i)            
first, distributions of interest on the VRR Interest, up to an amount equal to the Pooled VRR Interest Distribution Amount
for such Distribution Date;

 

(ii)          
second, distributions in reduction of the Certificate Balance of the VRR Interest, up to an amount equal to the Pooled
VRR Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the VRR Interest has
been reduced to zero; and

 

(iii)          
third, reimbursements of prior write-offs of the Certificate Balance of the VRR Interest, up to an amount equal to the
unreimbursed Pooled VRR Realized Losses previously allocated to the VRR Interest;

 


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provided that, with respect to any Distribution Date, to the extent that Pooled VRR Available Funds for such Distribution Date exceeds
the distributions to the Holders of the VRR Interest on such Distribution Date pursuant to the immediately preceding clauses (i)
through (iii), the Certificate Administrator shall distribute such excess to the Holders of the VRR Interest.

 

(f)             Distributions
of F5 Tower VRR Available Funds on the F5T-VRR Interest. On each Distribution Date, the Certificate Administrator shall withdraw
from the Upper-Tier REMIC Distribution Account the amounts on deposit therein, to the extent of the F5 Tower VRR Available Funds
for such Distribution Date, and shall distribute such amounts to the Holders of the F5T-VRR Interest and the Class R Certificates
in accordance with this section (f).

 

On
each Distribution Date, the Certificate Administrator shall apply the then applicable F5 Tower VRR Available Funds for such Distribution
Date to make distributions to the Holders of the F5T-VRR Interest for the following purposes and in the following order of priority:

 

(i)             
first, distributions of interest on the F5T-VRR Interest, up to an amount equal to the F5 Tower VRR Interest Distribution
Amount for such Distribution Date;

 

(ii)            
second, distributions in reduction of the Certificate Balance of the F5T-VRR Interest, up to an amount equal to the F5
Tower VRR Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the F5T-VRR Interest
has been reduced to zero; and

 

(iii)           
third, reimbursements of prior write-offs of the Certificate Balance of the F5T-VRR Interest, up to an amount equal to
the unreimbursed F5 Tower VRR Realized Losses previously allocated to the F5T-VRR Interest;

 

provided that, with respect to any Distribution Date, to the extent that F5 Tower VRR Available Funds for such Distribution Date exceeds
the distributions to the Holders of the F5T-VRR Interest on such Distribution Date pursuant to the immediately preceding clauses
(i) through (iii), the Certificate Administrator shall distribute such excess to the Holders of the F5T-VRR Interest.

 

(g)            On
each Distribution Date, the Pooled Non-VRR Percentage of the Prepayment Premiums and Yield Maintenance Charges, if any, collected
in respect of the Mortgage Loans during the related Collection Period, in each case net of any Liquidation Fees or Workout Fees
payable therefrom, shall be distributable as follows: (x)(i) to each of the Class A-1, Class A-2, Class A-3, Class A-4, Class
A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates, the product of (A) the Pooled Non-VRR Percentage of such
Yield Maintenance Charge or Prepayment Premium, (B) the related Base Interest Fraction for such Class of Certificates, and (C)
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 amount of principal distributed to all Pooled Principal Balance Certificates for
that Distribution Date, (ii) to the Class X-A Certificates, the excess, if any, of (A) the product of (I) the Pooled Non-VRR 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, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates for that Distribution Date, and the
denominator of which is the total amount of principal distributed to all Pooled Principal

 


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Balance
Certificates for that Distribution Date, over (B) the amount of such Yield Maintenance Charge or Prepayment Premium distributed
to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates as described above, (iii) to the Class X-B Certificates,
the excess, if any, of (A) the product of (I) the Pooled Non-VRR 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, Class B and Class
C Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Pooled
Principal Balance Certificates for that Distribution Date, over (B) the amount of such Yield Maintenance Charge or Prepayment
Premium distributed to the Class A-S, Class B and Class C Certificates as described above, and (iv) to the Class X-D Certificates,
any remaining portion of such Yield Maintenance Charge or Prepayment Premium not distributed as described above, and (y) to the
VRR Interest, the Pooled VRR Percentage of such Yield Maintenance Charge or Prepayment Premium.

 

For
purposes of the first paragraph of this Section 4.01(g), 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 VRR 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
shall 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 shall 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 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 Maturity Date (in the case of a Mortgage Loan or REO Loan that is not, or 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, or is related to, an ARD Loan), such interpolated
treasury yield converted to a monthly equivalent yield. If Federal Reserve Statistical

 


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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.

 

(i)             
No Yield Maintenance Charges or Prepayment Premium shall be distributed to the Holders of the Class F-RR, Class G-RR, Class H-RR,
Class J-RR, Class NR-RR or Class R Certificates.

 

(ii)            
All distributions of Yield Maintenance Charges and Prepayment Premiums made pursuant to this Section 4.01(g) 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.

 

(h)            On
each Distribution Date, amounts on deposit in the Upper-Tier REMIC Distribution Account that represent the Pooled VRR Percentage
of such Prepayment Premiums and Yield Maintenance Charges collected on the Mortgage Loans during the related Collection Period
shall be distributed by the Certificate Administrator to the Holders of the VRR Interest, on a pro rata and pari passu
basis, as follows:

 

On
each Distribution Date, any portion of Prepayment Premiums and Yield Maintenance Charges that are to be distributed to the Holders
of the VRR Interest shall, for federal income tax purposes, be deemed to have first been transferred to the Grantor Trust in respect
of the Class VRR Upper-Tier Regular Interest.

 

On
each Distribution Date, any Prepayment Premiums and Yield Maintenance Charges collected on the Trust Subordinate Companion Loan
during the related Collection Period shall be distributed by the Certificate Administrator as follows: (a) to the Holders of the
Class F5T-A, Class F5T-B, Class F5T-C and Class F5T-D Certificates in an amount (in each case) equal to the product of (x) a fraction
whose numerator is the amount of principal distributed to the Holders of such Class of Loan-Specific Certificates on such Distribution
Date and whose denominator is the total amount of principal distributed to the Holders of all of the Class F5T-A, Class F5T-B,
Class F5T-C and Class F5T-D Certificates on such Distribution Date, and (y) the F5 Tower Non-VRR Percentage of the amount of such
Prepayment Premiums and Yield Maintenance Charges so collected on the Trust Subordinate Companion Loan during such Collection
Period; and (b) to the Holders of the F5T-VRR Interest, in an amount equal to the F5 Tower VRR Percentage of the amount of such
Prepayment Premiums and Yield Maintenance Charges so collected on the Trust Subordinate Companion Loan during such Collection
Period.

 

(i)             On
each Distribution Date, the Certificate Administrator shall (i) withdraw amounts from the Gain-on-Sale Reserve Account (other
than amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Non-VRR
Certificates (in order of distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier
Regular Interests) up to an amount equal to all Pooled Certificate Realized Losses, if any, previously deemed allocated to them
and unreimbursed after application of the Pooled Aggregate Available Funds for such Distribution Date pursuant to Section 4.01(a)
and (ii) apply amounts from the VRR Certificate Gain-on-Sale Reserve Account

 


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(other
than amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the VRR
Interest (first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular Interests) up to an amount
equal to all Pooled VRR Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the
Pooled VRR Available Funds for such Distribution Date pursuant to Section 4.01(a). Amounts paid from the Gain-on-Sale Reserve
Account will not reduce the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining
in the Gain-on-Sale Reserve Account or the VRR Certificate Gain-on-Sale Reserve Account, as applicable, after such distributions
shall be applied to offset future Pooled Certificate Realized Losses with respect to the Principal Balance Certificates or future
Pooled VRR Realized Losses with respect to the VRR Interest. Upon termination of the Trust, any amounts remaining in the Gain-on-Sale
Reserve Account or the VRR Certificate Gain-on-Sale Reserve Account, as applicable, shall be distributed on the final Distribution
Date to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.

 

On
each Distribution Date, the Certificate Administrator shall withdraw (i) amounts from the F5 Tower Non-VRR Gain-on-Sale Reserve
Account and shall distribute such amounts to reimburse the Holders of the Loan-Specific Non-VRR Certificates (in order of distribution
priority) (first deeming such amounts to be distributed with respect to the Related Trust Subordinate Companion Loan REMIC Regular
Interests) up to an amount equal to all F5 Tower Non-VRR Realized Losses, if any, previously deemed allocated to them and unreimbursed
after application of the F5 Tower Available Funds for such Distribution Date pursuant to Section 4.01(a) and (ii) from
the F5 Tower VRR Gain-on-Sale Reserve Account and shall distribute such amounts to reimburse the Holders of the F5T-VRR Interest
(first deeming such amounts to be distributed with respect to the Related Trust Subordinate Companion Loan REMIC Regular Interests)
up to an amount equal to all F5 Tower VRR Realized Losses, if any, previously deemed allocated to them and unreimbursed after
application of the F5 Tower VRR Available Funds for such Distribution Date pursuant to Section 4.01(a). Amounts paid from
the F5 Tower Non-VRR Gain-on-Sale Reserve Account will not reduce the Certificate Balances of the Classes of Certificates receiving
such distributions. Any amounts remaining in the F5 Tower Non-VRR Gain-on-Sale Reserve Account or the F5 Tower VRR Gain-on-Sale
Reserve Account, as applicable, after such distributions shall be applied to offset future F5 Tower Non-VRR Realized Losses with
respect to the Loan-Specific Certificates or future F5 Tower VRR Realized Losses with respect to the F5T-VRR Interest. Upon termination
of the Trust, any amounts remaining in the F5 Tower Non-VRR Gain-on-Sale Reserve Account or the F5 Tower VRR Gain-on-Sale Reserve
Account, as applicable, shall be distributed on the final Distribution Date to the Holders of the Class R Certificates from the
Trust Subordinate Companion Loan REMIC in respect of the Class F5T-R Interest.

 

(j)             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(k), Section 4.01(l) 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

 


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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 previously allocated to such Certificate) shall 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.

 

(k)            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 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:

 

(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(k) 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
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

 


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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(k).

 

(l)             Distributions
in reimbursement of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts and manner specified
in Section 4.01(a) 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 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(k) as if such Holder had failed to surrender its Certificates.

 

(m)           On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans shall
be distributed (i) to the Holders of the Class S Certificates in an amount equal to the Pooled Non-VRR Percentage of such Excess
Interest; (ii) to the Holders of the VRR Interest, pro rata based on their respective Certificate Balances, in an aggregate
amount equal to the product of (A) the Pooled VRR Percentage, multiplied by (B) the amount of such Excess Interest. Excess Interest
will not be available to pay any other amounts except for distributions set forth in the prior sentence.

 

(n)            On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Trust Subordinate
Companion Loan shall be distributed (i) to the Loan-Specific Certificates (other than F5T-VRR Interest), pro rata based
on their respective Original Certificate Balances, in an amount equal to the F5 Tower Non-VRR
Percentage of such Excess Interest; (ii) to the Holders of the F5T-VRR Interest, pro rata based on their respective Certificate
Balances, in an aggregate amount equal to the product of (A) the F5 Tower VRR Percentage,
multiplied by (B) the amount of such Excess Interest. Excess Interest will not be available to pay any other amounts except for
distributions set forth in the prior sentence.

 

(o)            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:

 


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(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 that 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 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.

 

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;

 


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(ii)            
the aggregate amount of Advances made, with respect to the pool of Mortgage Loans and the Trust Subordinate Companion Loan, 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, the Trust Subordinate Companion Loan and any REO Loans, with respect
to the pool of Mortgage Loans and the Trust Subordinate Companion Loan, 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 and the Trust Subordinate Companion Loan, with respect to the pool of Mortgage Loans and the Trust
Subordinate Companion Loan, as of the end of the related Collection Period for such Distribution Date;

 

(vii)   
       the number and aggregate principal balance of the Mortgage Loans or Trust Subordinate Companion
Loan (A) delinquent 30 days to 59 days, (B) delinquent 60 days to 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 Pooled Non-VRR Available Funds, the Pooled VRR Available Funds, the F5 Tower Non-VRR Available Funds and the F5 Tower VRR
Available Funds for such Distribution Date;

 

(x)            
the Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall in respect of such Class of Certificates for
such Distribution Date, separately identifying any Interest Distribution Amount, Interest Accrual Amount or Interest Shortfall,
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) Prepayment
Premiums and Yield Maintenance

 


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Charges
and (B) in the case of the Loan-Specific Certificates, the Class S Certificates and the VRR Interest, Excess Interest;

 

(xii)   
       the Pass-Through Rate for such Class of Certificates for such Distribution Date and
the next succeeding Distribution Date;

 

(xiii)  
      the Pooled Scheduled Principal Distribution Amount, the Pooled Unscheduled Principal Distribution
Amount, the F5 Tower Scheduled Principal Distribution Amount and the F5 Tower Unscheduled Principal Distribution Amount for such
Distribution Date;

 

(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 on such Distribution Date and the aggregate amount of all reductions as a result of allocations
of Realized Losses in respect of the Principal Balance Certificates, as applicable, to date;

 

(xv)   
       the Certificate Factor for each Class of Certificates (other than the Class R or Class S
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 and the total Cumulative Appraisal Reduction Amount effected in connection with
such Distribution Date;

 

(xvii) 
       the current Controlling Class;

 

(xviii)
       the number and related Stated Principal Balance of any Mortgage Loans or Trust Subordinate
Companion Loan 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 or Trust Subordinate Companion 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;

 

(xx)   
       a loan-by-loan listing of each Mortgage Loan or Trust Subordinate Companion 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;

 


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(xxii)        
in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
Section 4.01(c), Section 4.01(d) and Section 4.01(h);

 

(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;

 

(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 or Trust Subordinate Companion 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) and (C) the amount of any Realized Loss allocated to the Principal Balance
Certificates, VRR Interest or F5T-VRR 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), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates, VRR Interest or F5T-VRR 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;

 

(xxviii)      [RESERVED];

 

(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) or
Trust Subordinate Companion Loan 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 or Trust Subordinate Companion Loan;

 


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(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; and

 

(xxxiv)       the
amount of any Excess Interest actually received.

 

In
the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv), (xxv) 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 or filing such information
pursuant to this Agreement, including, but not limited to, filing via the EDGAR system, unless the Certificate Administrator has
an explicit obligation to review or prepare such information.

 

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 (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.

 

(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 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,

 


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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 or Special Servicer’s Internet website (if any), the Master Servicer or
the Special Servicer, as applicable, 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 the 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 subsection, 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 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).

 

(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

 


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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 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 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, a Controlling Class Certificateholder or a F5 Tower 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, a Controlling Class Certificateholder or a F5 Tower Controlling
Class Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P-1B that such
Directing Certificateholder, a Controlling Class Certificateholder or F5 Tower Controlling Class Certificateholder is not an Excluded
Controlling Class Holder with respect to a particular 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).

 


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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 either (i) remit to the Certificate Administrator for deposit from its own funds into the (A)
Lower-Tier REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the
Mortgage Loans to be made in respect of the related Distribution Date or (B) Trust Subordinate Companion Loan REMIC Distribution
Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Trust Subordinate Companion
Loan to be made in respect of the related Distribution Date or (ii) apply amounts held in the Collection Account, for future distribution
to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances with respect to the Mortgage
Loans or the Trust Subordinate Companion Loan, or (iii) make 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 with respect to the Mortgage Loans or the Trust Subordinate Companion Loan 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 with respect to the Mortgage Loans or the Trust Subordinate
Companion Loan for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to the Mortgage
Loans or the Trust Subordinate Companion Loan 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 for the related Mortgage Loans or the Trust
Subordinate Companion Loan 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 Serviced Whole
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.

 


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(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 Mortgage Loan or Trust Subordinate Companion 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), the Trust Subordinate Companion Loan and any REO Loan (including any portion of a REO Loan related to the Trust Subordinate
Companion Loan, but excluding 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 or Trust Subordinate Companion
Loan delinquent in respect of its Balloon Payment as of the P&I Advance Date (including any REO Loan (including any portion
of a REO Loan related to the Trust Subordinate Companion Loan, but excluding any portion of an REO Loan related to any other Companion
Loan) as to which the related Balloon Payment would have been past due), an amount equal to the Pooled Assumed Scheduled Payment
or F5 Tower Assumed Scheduled Payment, as applicable, therefor. Subject to subsection (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), Trust Subordinate Companion Loan or REO Loan (including any portion of a REO Loan related to the Trust Subordinate Companion
Loan, but excluding any portion of an REO Loan related to any other 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
other than the Trust Subordinate 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 or Trust Subordinate Companion Loan,
if 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,

 


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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, 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.

 


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(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 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 and (ii) if an Appraisal Reduction Amount has been determined with respect to any Mortgage Loan (or, in the case
of a Non-Serviced Whole Loan, an “appraisal reduction amount” has been made in accordance with the related Non-Serviced
PSA and the Master Servicer has notice of such appraisal reduction amount) or Trust Subordinate Companion Loan, then in the event
of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan or Trust Subordinate
Companion 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 or Trust Subordinate Companion Loan for such Distribution Date without regard to this Section
4.03(e), and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of
such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, 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 or Trust Subordinate Companion Loan), if any, and the denominator of which is equal to the Stated
Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan immediately prior to such Distribution Date. For purposes
of the immediately preceding sentence, (a) the Periodic Payment due on the Maturity Date for a Mortgage Loan that is a Balloon
Mortgage Loan will be the Pooled Assumed Scheduled Payment for the related Distribution Date, and (b) the Periodic Payment due
on the Maturity Date for a Trust Subordinate Companion Loan that is a Balloon Mortgage Loan will be the F5 Tower 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 for such Distribution Date. Any allocation of Pooled Certificate Realized Losses to a Class of Pooled Regular Certificates
shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Pooled Certificate Realized Losses so
allocated to a Class of Pooled Regular Certificates shall be allocated

 


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among
the respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of Pooled
Certificate Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement
of previously allocated Pooled Certificate Realized Losses or Pooled VRR Realized Losses will not constitute distributions of
principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates
in respect of which any such reimbursement is made. With respect to any Class of Pooled Principal Balance Certificates, to the
extent that any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the
Mortgage Loans (including REO Loans) and previously resulted in a reduction of the Pooled Non-VRR Principal Distribution Amount
are subsequently recovered on the related Mortgage Loan or REO Property, then (on the Distribution Date related to the Collection
Period during which the recovery occurred): (i) the Pooled VRR Percentage of the amount of such recovery will be added to the
Certificate Balance of the VRR Interest, up to the lesser of (A) the Pooled VRR Percentage of the amount of such recovery and
(B) the amount of unreimbursed Pooled VRR Realized Loss previously allocated to the VRR Interest; (ii) the Pooled Non-VRR Percentage
of the amount of such recovery will be added to the Certificate Balance of the Class or Classes of Pooled Principal Balance Certificates
that previously were allocated Pooled Certificate Realized Losses in sequential order according to the priority of payments for
the Principal Balance Certificates (and in the case of the Principal Balance Certificates that are Senior Certificates, on a pro
rata basis according to the amount of unreimbursed Realized Losses on such Classes), in each case up to the lesser of (A)
the unallocated portion of such recovery and (B) the amount of the unreimbursed Pooled Certificate Realized Losses previously
allocated to the subject class of certificates; and (iii) the Interest Shortfall with respect to each affected class of Pooled
Non-VRR Certificates for the next Distribution Date shall be increased by the amount of interest that would have accrued through
the then current Distribution Date if the restored write-down for the reimbursed class of Principal Balance Certificates had never
been written down (and correspondingly the Class VRR Interest Distribution Account shall increase as a result of such increase).
If the Certificate Balance of any Class of Principal Balance Certificates or the VRR Interest is so increased, the amount of unreimbursed
Realized Losses or Pooled VRR Realized Losses, as applicable, of such Class of Principal Balance Certificates shall be decreased
by such amount.

 

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 amount of any F5 Tower Non-VRR Realized Losses. Any allocation of F5 Tower Non-VRR Realized
Losses to the Class F5T-A, Class F5T-B, Class F5T-C and Class F5T-D Certificates shall be made by reducing the Certificate Balance
thereof by the amount so allocated. Any F5 Tower Non-VRR Realized Losses so allocated to such a Class of Loan-Specific Certificates
shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby.
The allocation of F5 Tower Non-VRR Realized Losses shall constitute an allocation of losses and other shortfalls experienced by
the Trust. Reimbursement of previously allocated F5 Tower Non-VRR Realized Losses will not constitute distributions of principal
for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates in respect
of which any such reimbursement is made. With respect to any Class of the Class F5T-A, Class F5T-B, Class F5T-C and Class F5T-D
Certificates, to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections
on the Trust Subordinate Companion Loan and previously resulted in a reduction of the F5 Tower Non-VRR

 


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Principal
Distribution Amount are subsequently recovered on the Trust Subordinate Companion Loan, the amount of such recovery will be added
to the Certificate Balance of the Class or Classes of Class F5T-A, Class F5T-B, Class F5T-C and Class F5T-D Certificates that
previously were allocated F5 Tower Non-VRR Realized Losses, in sequential order, in each case up to the amount of the unreimbursed
F5 Tower Non-VRR Realized Losses allocated to such Class of Certificates.

 

(b)            On
each Distribution Date, the Certificate Balances of the Pooled Principal Balance Certificates will be reduced without distribution,
as a write-off to the extent of any Pooled Certificate Realized Losses, if any, allocable to such Certificates with respect to
such Distribution Date. Any such write-off shall be allocated first, to the Class NR-RR Certificates, second, to
the Class J-RR Certificates, third, to the Class H-RR Certificates, fourth, to the Class G-RR Certificates, fifth,
to the Class F-RR Certificates, sixth, to the Class E Certificates, seventh, to the Class D Certificates, eighth,
to the Class C Certificates, ninth, to the Class B Certificates, tenth, to the Class A-S Certificates and then,
pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-3, Class A-4 and Class
A-SB Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to
zero. In addition, on each Distribution Date, the Certificate Balances of the Loan-Specific Principal Balance Certificates will
be reduced without distribution, as a write-off to the extent of any F5 Tower Non-VRR Realized Loss, if any, allocable to such
Certificates with respect to such Distribution Date. Any such write off shall be allocated first, to the Class F5T-D Certificates,
second, to the Class F5T-C Certificates, third, to the Class F5T-B Certificates, and then, to the Class F5T-A
Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.

 

(c)            With
respect to any Distribution Date, any Pooled Certificate Realized Losses allocated to a Class of Pooled Principal Balance Certificates
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. With respect to any Distribution
Date, any F5 Tower Non-VRR Realized Losses allocated to a Class of Loan-Specific Certificates pursuant to Section 4.04(a)
or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier Principal Amount of
the Related Trust Subordinate Companion Loan REMIC Regular Interest with respect thereto as a write-off.

 

On
each Distribution Date, any Pooled VRR Realized Loss for such Distribution Date shall be allocated to the Class VRR Upper-Tier
Regular Interest; and, in connection therewith, the Certificate Balance of the Class VRR Upper-Tier Regular Interest will be reduced
without distribution, as a write-off, to the extent of such Pooled VRR Realized Loss. On each Distribution Date, any F5 Tower
VRR Realized Loss for such Distribution Date shall be allocated to the F5T-VRR Interest; and, in connection therewith, the Certificate
Balance of the F5T-VRR Interest will be reduced without distribution, as a write-off, to the extent of such F5 Tower VRR Realized
Loss.

 

Section
4.05     Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of
(x) determining the Controlling Class (and whether a Control Termination Event or an Operating Advisor Consultation 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, the Pooled VRR Percentage of Appraisal Reduction Amounts

 


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will
be allocated to the VRR Interest to notionally reduce (to not less than zero) the Certificate Balance of the VRR Interest. The
Pooled Non-VRR Percentage of the Appraisal Reduction Amounts allocated to the Mortgage Loans (with respect to a Serviced Whole
Loan, to the extent allocated to the related Mortgage Loan) shall be allocated to each Class of Pooled Principal Balance Certificates
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 NR-RR Certificates, second, to the Class J-RR Certificates,
third, to the Class H-RR Certificates, fourth, to the Class G-RR Certificates, fifth, to the Class F-RR Certificates,
sixth, to the Class E Certificates, seventh, to the Class D Certificates, eighth, to the Class C Certificates,
ninth, to the Class B Certificates, tenth, to the Class A-S Certificates, and finally, pro rata based
on their respective interest entitlements, to the Senior Certificates (other than the Class X-A, Class X-B and Class X-D Certificates).

 

As
of the first Determination Date after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or the Trust Subordinate Companion
Loan becomes 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 or Trust Subordinate Companion Loan, as applicable, and all other information in its possession 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 actual 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. None of the Master Servicer (with respect to Mortgage Loans other than
Non-Serviced Mortgage Loans), the Special Servicer (with respect to Non-Serviced Mortgage Loans), the Operating Advisor, the Trustee
or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.

 

With
respect to any Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, calculated for purposes of determining
(i) the Voting Rights of the related Classes for purposes of removal of the Special Servicer or the Operating Advisor or (ii)
the Controlling Class or the occurrence and continuance of a Control Termination Event or an Operating Advisor Consultation Event,
the appraised value of the related Mortgaged Property shall be determined on an “as is” basis.

 

For
purposes of determining the F5 Tower Controlling Class and the occurrence of a F5 Tower Control Appraisal Period, Appraisal Reduction
Amounts allocated to the F5 Tower

 


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Whole
Loan will be allocated first to the Trust Subordinate Companion Loan and then to the F5 Tower Mortgage Loan. The F5 Tower Non-VRR
Percentage of the Appraisal Reduction Amounts allocated to a Trust Subordinate Companion Loan will be allocated to each class
of Loan-Specific Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof until the related
Certificate Balance of each such class is reduced to zero (i.e., first, to the Class F5T-D Certificates, second,
to the Class F5T-C Certificates, third, to the Class F5T-B Certificates, and finally, to the Class F5T-A Certificates).
The F5 Tower VRR Percentage of the Appraisal Reduction Amounts allocated a Trust Subordinate Companion Loan will be allocated
to the F5T-VRR Interest to notionally reduce (to not less than zero) the Certificate Balance of the F5T-VRR Interest. In addition,
for purposes of determining the F5 Tower Controlling Class and the occurrence of a F5 Tower Control Appraisal Period, F5 Tower
Non-VRR Percentage of Collateral Deficiency Amounts allocated to the Trust Subordinate Companion Loan will be allocated to each
class of F5 Tower Control Eligible Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof
until the related Certificate Balance of each such class is reduced to zero (i.e., first, to the Class F5T-D Certificates,
second, to the Class F5T-C Certificates, third, to the Class F5T-B Certificates, and finally, to the Class
F5T-A Certificates). For the avoidance of doubt, for purposes of determining the F5 Tower Controlling Class and the occurrence
of a F5 Tower Control Appraisal Period, any Class of F5 Tower Control Eligible Certificates will be allocated both applicable
Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts, as described in this paragraph.

 

The
Special Servicer (in the case of a Mortgage Loan other than a Non-Serviced Mortgage Loan) or the Master Servicer (in the case
of a Non-Serviced Mortgage Loan), shall notify the Master Servicer or the Special Servicer, as the case may be (and the Master
Servicer shall notify the Certificate Administrator), of the amount of any Appraisal Reduction Amount (which notification from
the Master Servicer to the Certificate Administrator shall be made by delivery of the CREFC® Loan Periodic Update
File in accordance with Section 3.12(d)), any Collateral Deficiency Amount and (except in the case of the Master Servicer)
any resulting Cumulative Appraisal Reduction Amount with respect to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan,
if any (which notification shall be satisfied through delivery of such Appraisal Reduction Amount, Collateral Deficiency Amount
and Cumulative Appraisal Reduction Amount as included in the CREFC® Appraisal Reduction Template included in the
CREFC® Investor Reporting Package or such other report or reports mutually agreed upon between the Master Servicer
and the Certificate Administrator (which shall be delivered by the Master Servicer simultaneously with the CREFC®
Loan Periodic Update File in accordance with Section 3.12(d)) 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(l) (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 or F5 Tower Control Eligible Certificates
that is determined at any time of

 


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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 and, with respect
to a Serviced Whole Loan, the Other Servicers shall have the right upon the request of similarly situated holders of certificates
in the related Other Securitization, 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 which there
exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). With respect to any such
Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan), the Special Servicer shall use commercially reasonable
efforts to cause such second Appraisal to be (A) delivered within thirty (30) days from receipt of the Requesting Holders’
written request and (B) 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.

 

(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 the extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement) and the Special
Servicer 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,
the Special Servicer shall recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on
such supplemental Appraisal and (in the case of a Mortgage Loan other than a Non-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
or the F5 Tower Controlling Class, as applicable, 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 or Collateral Deficiency
Amount, as applicable. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above
shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class or the F5 Tower Controlling
Class, as applicable, until such time, if any, as the Class is reinstated as the Controlling Class or the F5 Tower Controlling
Class, as applicable, (such period beginning upon receipt by the Special Servicer or the Master 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, the
Master Servicer or Non-Serviced Special Servicer determines that no recalculation of the Appraisal Reduction Amount or Collateral
Deficiency Amount is warranted or (B) the Special Servicer, the Master Servicer or Non-Serviced Special 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 or the F5 Tower Controlling Class,

 


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as
applicable, during each Appraisal Review Period shall be exercised by the next most senior Class of Control Eligible Certificates
or the F5 Tower Controlling Class, as applicable, if any.

 

(c)             With
respect to each Mortgage Loan (other than a Non-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) 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 Excluded Loan)
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 requested by the Special Servicer from the Master Servicer that is in
the possession of the Master Servicer and reasonably 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 Excluded Loan) the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal
Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan, 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 or such other report or reports mutually agreed upon
between the Master Servicer and the Certificate Administrator. Such report shall also be 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 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 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

 

 


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Loan
or Serviced Whole Loan, as applicable. Prior to the occurrence and continuance of a Consultation Termination Event and other than
with respect to any Excluded Loan, 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 or Collateral Deficiency
Amount with respect to such Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the Special Servicer
is not aware 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 that is reasonably
required to determine, calculate, redetermine or recalculate any 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.

 

(d)             Any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan previously
subject to an 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. 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 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 that would impact 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

 


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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 S Certificates, the VRR Interest and the
Loan-Specific Certificates 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 and (B) furnish, or cause to be furnished, to the
Holders of the Class S Certificates, the VRR Interest and the Loan-Specific Certificates, the Excess Interest and Excess Interest
Distribution Account, in the time or times and in the manner required by the Code.

 

(b)            As
of the Closing Date, 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 DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Certificate
Administrator with the identities of other “middlemen” as defined by the WHFIT Regulations 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 the 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 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 S Certificate, a portion of the VRR Interest or the Loan-Specific Certificates, 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 S Certificate and the VRR Interest, including the price,

 


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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 S Certificates and the VRR Interest. The CUSIP so published will 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 shall 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 Section 3.13(b) and Section 3.13(e), the Mortgage Loans
(excluding any Non-Serviced Mortgage Loan), the Trust Subordinate Companion 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: AskMidland@Midlandls.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 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

 


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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 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 a Risk Retention Consultation
Party (in its capacity as a 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 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

 


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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: AskMidland@Midlandls.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 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

 


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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 will 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 RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever 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

 


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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,
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 Exhibits A-1 through and including A-3, with such 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 shall 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 and Class X-B Certificates)
shall 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 VRR Interest and the F5T-VRR Interest shall be issuable in one or more Definitive Certificates,
in minimum denominations of authorized Certificate Balance of not less than $10,000, and multiples of $l in excess thereof (or
such lesser amount if the Certificate Balance is not a multiple of $1). The Non-Registered Certificates (other than the Class
X-D, Class S and Class R Certificates and the VRR Interest and F5T-VRR Interest) shall 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. If the
Original Certificate Balance or initial Notional Amount, as applicable, of any Class of Certificates 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

 


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applicable,
of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The Class S Certificates shall
be issued, maintained and transferred in minimum percentage interests of 1% of such Class S Certificates and in multiples of 0.01%
in excess thereof. The Class R Certificates shall
be issued, maintained and transferred in minimum percentage interests of 10% of such Class R 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 the Third
Party Purchaser) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities
laws, then the following subsections (a)-(d) shall apply.

 

(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 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;

 


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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 Risk Retention Certificates during the Transfer Restriction Period)
offered and sold to Qualified Institutional Buyers in reliance on 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 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 S Certificates
shall only be in the form of Definitive Certificates, and the Risk Retention Certificates shall be issued in the form of Definitive
Certificates at all times during the 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

 


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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)             From
and after the Closing Date and during the Transfer Restriction Period, the Risk Retention Certificates shall only be held as Definitive
Certificates and shall be held in the Retained Certificate Safekeeping Account by the Certificate Administrator (and the 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 Certificate Safekeeping Account), as custodian for, and for the benefit of, the Holder of the related
Certificate. The Certificate Administrator shall hold such Risk Retention Certificates in safekeeping and shall release the same
only upon receipt of written instructions from the holder of the Risk Retention Certificates and the Retaining Sponsor, indicating
whether such release is in connection with the termination of the Transfer Restriction Period or in connection with the Retaining
Party’s intent to transfer pursuant to Section 5.03(i), in each case, in accordance with any additional authentication
procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. After its release of the
Risk Retention Certificates in accordance with the provisions of this Agreement, the Certificate Administrator shall have no obligation
or liability with respect to the safekeeping of the Risk Retention Certificates. There shall be, and hereby is, established by
the Certificate Administrator an account which will be designated the “Retained Certificate Safekeeping Account”
and in which the Risk Retention Certificates 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 Certificate
Safekeeping Account for the Retaining Party. Such subaccounts shall be marked or evidenced as being for the benefit of the Holder
of the related Certificate. The Risk Retention Certificates to be delivered in physical form to the Certificate Administrator
shall be delivered as set forth herein. No amounts distributable to the holders of the Risk Retention Certificates shall be remitted
to the Retained Certificate Safekeeping Account, but shall be remitted directly to the Retaining Party in accordance with written
instructions provided separately by the Retaining Party to the Certificate Administrator on the Closing Date. Under no circumstances
by virtue of safekeeping the Risk Retention Certificates shall the Certificate Administrator be obligated to bring legal action
or institute proceedings against any person on behalf of the Retaining Parties. During the Transfer Restriction Period and for
such longer time as the Retaining Parties may request, the Certificate Administrator shall hold the Definitive Certificate representing
the Risk Retention Certificates at the below location, or any other location; provided the Certificate Administrator has given
notice to the Retaining Parties of such new location:

 


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Wells
Fargo Bank, N.A.
Attn: Security Control and Transfer (SCAT) – MAC N9345-010
425 E Hennepin Avenue
Minneapolis,
MN 55414

 

On
the Closing Date, and upon completion of each transfer of the Risk Retention Certificates during the Transfer Restriction Period,
the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Retaining Parties
substantially in the form of Exhibit TT hereto evidencing its receipt of the Risk Retention Certificates.

 

The
Certificate Administrator shall make available to the Retaining Party its respective account information as mutually agreed upon
by the Certificate Administrator and the Retaining Party, and in accordance with the Certificate Administrator’s policies
and procedures. Any transfer of a Risk Retention Certificate shall be subject to Section 5.03(g) and Section 5.03(i).

 

For
the sake of clarity, after the Transfer Restriction Period, the Risk Retention Certificates may be transferred at the direction
of the Holder thereof in the same manner prescribed herein for other Certificates, subject to Section 5.03(i).

 

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 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 Risk Retention Certificates (during such times as required hereunder) as Definitive Certificates on behalf of each
Holder of such Certificate 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

 


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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
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

 


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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 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

 


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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 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 Risk Retention Certificate
during the applicable Transfer Restriction Period or (b) a Class R Certificate) 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

 


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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 a Risk Retention Certificate during the applicable 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 Risk Retention Certificates. During a Transfer Restriction Period, if a Transfer of any Risk Retention Certificate after the
Closing Date is to be made, then the following documents shall be delivered to the Certificate Administrator, who shall facilitate
such transfer in conjunction with the Certificate Registrar and shall refuse to register such transfer unless it receives (and,
upon receipt, may conclusively rely upon) (i) instruction from the Certificateholder desiring to effect such transfer and the
Retaining Sponsor pursuant to Section 5.02(e) directing the Certificate Administrator to release such Risk Retention Certificate
from the Retained Certificate Safekeeping Account in connection with a transfer of such Risk Retention Certificate, (ii) a certification
from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit D-3, with
respect to the HRR Certificates, or Exhibit D-5, with respect to the VRR Interest or F5T-VRR Interest, which such certification
is countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor and countersigned by the Depositor,
(iii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as
Exhibit D-4, with respect to the HRR Certificates, or Exhibit D-6, with respect to the VRR Interest or F5T-VRR Interest,
which such certification is countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor and
countersigned by the Depositor, (iv) an IRS Form W-9 completed by the prospective Transferee and (v) wiring instructions and contact
information of the prospective Transferee. After the Transfer Restriction Period, and for so long as the Risk Retention Certificate,
as applicable, is not held in safekeeping, the Certificate Registrar shall refuse to register any Transfer unless it receives
(x) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit
D-3, which such certification is countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining
Sponsor and

 


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countersigned
by the Depositor and (y) a certification from the Certificateholder desiring to effect such transfer substantially in the form
attached hereto as Exhibit D-4, which such certification is countersigned by the Retaining Sponsor with a medallion stamp
guarantee of the Retaining Sponsor and countersigned by the Depositor; provided that after the Transfer Restriction Period,
the countersignature of the Retaining Sponsor and the Depositor to such certifications shall not be required. Upon receipt of
the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(e) and Section 5.03(a), reflect
such Risk Retention Certificate, in the name of the prospective Transferee. For the avoidance of doubt, in no event shall a Risk
Retention Certificate be held as a Book-Entry Certificate during the Transfer Restriction Period.

 

(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.

 

(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 Loan-Specific Initial Purchasers or, with respect to the Risk Retention Certificates, the 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, a governmental
plan (as defined in Section 3(32) of ERISA) 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 or using the assets of any such

 


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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), 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 95-60) 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 purchase, holding and disposition by such Plan
will not constitute or result in a non-exempt violation of applicable 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 Loan-Specific 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
Certificate Registrar, the Initial Purchasers, the Underwriters, the Loan-Specific Initial Purchasers, the Operating Advisor,
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 S 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 a Plan or using the assets of 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) to purchase any Class R or Class S Certificate. Each prospective transferee of a Class
R or Class S Certificate shall deliver to the transferor and the Certificate Administrator a representation letter, substantially
in the form of 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 S 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.

 


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(p)             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(p) 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 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.

 


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(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.

 

(q)            The
Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.

 

(r)             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,
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.

 

(s)            Each
Certificate Owner of a Non-Registered Certificate shall be deemed to have represented and agreed as follows:

 

(i)             Such
Certificate Owner (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Non-Registered Certificate for its own account
or for the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale of the Non-Registered
Certificates to it is being made in reliance on Rule 144A, (B)(i)(except with respect to the Class R Certificates) is an Institutional
Accredited Investor that is not a Qualified Institutional Buyer and that is purchasing such Non-Registered Certificate for its
own account or for the account of another Institutional Accredited Investor, and (ii) is not acquiring such Non-Registered Certificate
with a view to any resale or distribution of such

 


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 Non-Registered
Certificate other than in accordance with the restrictions set forth in this Section 5.03, or (C) (except with respect
to the Class R Certificates) is an institution that is not a United States Securities Person, and is purchasing such Non-Registered
Certificate in an Offshore Transaction.

 

(ii)            Such
Certificate Owner understands that the Non-Registered Certificates have not been and will not be registered or qualified under
the Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged or otherwise transferred
except (A) to a person whom the purchaser reasonably believes is a Qualified Institutional Buyer in a transaction meeting the
requirements of Rule 144A, (B) (except with respect to the Class R Certificates) to an institution that is a non-United States
Securities Person in an Offshore Transaction in accordance with Rule 903 or 904 of Regulation S, or (C) (except with respect to
the Class R Certificates) to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, and in each case,
in accordance with any applicable federal securities laws and any applicable securities laws of any state of the United States
or any other jurisdiction.

 

(iii)           
Such Certificate Owner understands that, if the purchaser of a Non-Registered Certificate is not a Qualified Institutional Buyer
or a non-United States Securities Person, the Non-Registered Certificates purchased by such purchaser may not be transferred in
book-entry form and may be transferred in physical form only in compliance with the restrictions in clause (ii)(C) above and no
such transfer of the Non-Registered Certificates owned by such Certificate Owner will be permitted unless the purchaser provides
certification that the transfer complies with such restrictions, as described in this Section 5.03.

 

(iv)           Such
Certificate Owner is duly authorized to purchase the Non-Registered Certificates and its purchase of investments having the characteristics
of the Non-Registered Certificate is authorized under, and not directly or indirectly in contravention of, any law, rule, regulation,
charter, trust instrument or other operative document, investment guidelines or list of permissible or impermissible investments
that is applicable to such Certificate Owner.

 

(t)             Each
beneficial owner of a Certificate or any interest therein that is a Plan subject to ERISA or Section 4975 of the Code (an “ERISA
Plan”) or is acting on behalf of or using the assets of such an ERISA Plan, as a condition of its purchase of such
Certificate, will be deemed to have represented and warranted that (i) none of the Depositor, Mortgage Loan Sellers, the Trust,
any Underwriter, any Initial Purchaser, the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer, or any of their respective affiliated entities, has provided any
investment recommendation or investment advice on which the ERISA Plan or the fiduciary making the investment decision for the
ERISA Plan 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 the ERISA Plan in connection with the ERISA
Plan’s acquisition of Certificates (unless an applicable prohibited transaction exemption is available (all of the conditions
of which are satisfied) to cover the purchase and holding of the Certificates or the transaction is not otherwise

 


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prohibited),
and (ii) the ERISA Plan fiduciary making the decision to acquire the Certificates is exercising its own independent judgment in
evaluating the investment in the 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).

 

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

 


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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 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

 


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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.

 

(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

 


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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 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.

 


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Unless
specifically provided herein, all such votes require a majority of Certificateholders to carry a proposition.

 

[End
of Article V]

 

ARTICLE
VI

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

 

Section
6.01     Representations, Warranties and Covenants of the Master Servicer, 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:

 

(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;

 


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(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;

 

(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;

 

(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; and

 

(ix)           
To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser.

 

(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 national banking association, duly organized, validly existing and in good standing under the laws of
the United States of America, 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

 


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 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 the ability of the Special Servicer to perform its obligations under this Agreement;

 

(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, 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 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 the ability of the Special
Servicer to perform its obligations under this Agreement;

 

(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.

 


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(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 Delaware 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;

 

(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;

 


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(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;

 

(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 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; and

 

(ix)           
The Operating Advisor is an Eligible Operating Advisor.

 

(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 Delaware, 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;

 


    -383-


     


    
(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 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;

 

(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

 


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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. (a) Subject to subsection (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, asset representations reviewing 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, the Asset Representations Reviewer or the Operating Advisor enters into a merger and the
Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, is the surviving
entity under applicable law, the Master Servicer, the Special Servicer

 


    -385-


     


    
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 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, no Master Servicer, Special Servicer or Operating
Advisor may remain the Master Servicer, the Special Servicer or the 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

 


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 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 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 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 and the Operating Advisor 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 (including,
without limitation, costs and expenses of litigation and of enforcement of this indemnity, and of investigation, counsel fees,
damages, judgments and amounts paid in settlement) 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

 


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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 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 and 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 Noteholders, 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), the Special Servicer
(in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee
or agent thereof, and hold them

 


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harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including,
without limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments,
and any other costs, liabilities, fees and expenses 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 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, the Operating Advisor, the Asset Representations
Reviewer or the Depositor, as applicable) 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 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 by the Master Servicer or the Special Servicer, as applicable, of any
obligation it has set forth in Section 3.13(d), Section 3.13(g) and Section 3.13(i).

 

(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 (including, without limitation, in connection with the enforcement of such indemnified party’s
rights under this Agreement), judgments, and any other costs, liabilities, fees and expenses 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,

 


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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 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 (including, without
limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments, and
any other costs, liabilities, fees and expenses 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 (including, without
limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments, and
any other costs, liabilities, fees and expenses 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

 


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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 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 (including, without
limitation, in connection with the enforcement of such indemnified party’s rights under this Agreement), judgments, and
any other costs, liabilities, fees and expenses 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 or the Trust Subordinate Companion Loan 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, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced
thereby.

 


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(i)         The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Paying Agent, Non-Serviced Operating
Advisor (if any), Non-Serviced Depositor, Non-Serviced Certificate Administrator and Non-Serviced Trustee, and any of their respective
partners, directors, officers, shareholders, members, managers, employees or agents, 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 incurred in connection with the servicing and administration of a Non-Serviced Whole 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, neither the Master Servicer nor 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
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


 



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 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.


 


Section
6.08     The Directing Certificateholder and the Risk Retention Consultation Parties (a)  (A)
Other than with respect 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, for so long as no Control Termination Event has occurred and is continuing, the Directing
Certificateholder (1) shall be entitled to advise the Special Servicer with respect to all Major Decisions for Specially
Serviced Loans (other than any Excluded Loan) and with respect to all Non-Specially Serviced Loans (other than any Excluded Loan),
as to all Major Decisions and


 



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 (2) shall be entitled to advise the Master Servicer to the extent the Directing Certificateholder’s
consent is required by the definition of Master Servicer Decision and (B) each Risk Retention Consultation Party shall (other
than with respect to an Excluded Loan with respect to such Risk Retention Consultation Party or the holder of the majority of
the VRR 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 a Risk Retention Consultation Party under
this Agreement shall occur only upon request of such 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 (such limitation not to
be applicable to a Loan-Specific Directing Certificateholder), the Special Servicer shall only be permitted to take any of the
following actions (each, a “Major Decision”) as to which the Directing Certificateholder has consented in writing
within ten (10) Business Days after the Directing Certificateholder’s receipt of the Special Servicer’s written
recommendation, which may be in the form of an Asset Status Report, 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, which
report may (in the sole discretion of the Special Servicer) take the form of an Asset Status Report (the “Major Decision
Reporting Package”) (provided that if such written consent has not been received by the Special Servicer within
such ten (10) Business Day 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 Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Serviced Companion 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, the timing of payments and acceptance of discounted payoffs) of a Mortgage Loan
(other than a Non-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)       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;


 


(iv)       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 in accordance with Section 3.16(a)(iii) of this Agreement and the related Intercreditor Agreement
in each case, for less than the applicable Purchase Price;


 






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(v)        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;


 


(vi)       any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if (i) required pursuant to the
specific terms of the related Mortgage Loan documents or (ii) a release of a non-material, non-income producing parcel as
described under clause (ii) or clause (v) of the definition of “Master Servicer Decision”;


 


(vii)      any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than
a Non-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 (xiii) of the definition of “Master Servicer Decision” or, solely with regard
to Specially Serviced Loans, as may be effected (I) without the consent of the lender under the related loan agreements,
(II) pursuant to the specific terms of such Mortgage Loan and (III) for which there is no lender discretion;


 


(viii)     any consent to a property management company change with respect to a Mortgage Loan for which the proposed replacement property
manager is a Borrower Party, including, without limitation, approval of the termination of a manager and appointment of a new
property manager;


 


(ix)        any 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;


 


(x)         other than in the case of any Non-Specially Serviced Loan, 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 and for which there is no lender discretion;


 


(xi)        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 Mortgage Loan (other than a Non-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;


 


(xii)       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, co-lender or similar agreement with any mezzanine
lender, subordinate debt holder or Pari Passu Companion Loan Holder related to a Mortgage Loan or Whole Loan (except any modification,
amendment, consent to a modification or waiver of any term of any Intercreditor Agreement or any intercreditor, co-


 



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lender or similar
agreement with any mezzanine lender or subordinate debt holder to split or resize notes consistent with the terms of such Intercreditor
Agreement or such intercreditor, co-lender or similar agreement), or any action to enforce rights (or decision not to enforce
rights) with respect thereto; provided, however, 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;


 


(xiii)      any consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor;


 


(xiv)     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 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 applicable Mortgage Loan documents do not otherwise permit such principal prepayment;


 


(xv)      determining whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, waiver, amendment
or subordination, non-disturbance and attornment agreement or entry into a new Ground Lease;


 


(xvi)     other than in the case of any Non-Specially Serviced Loan, and other than with respect to a Ground Lease (addressed in clause
(xv) above), any modification, waiver or amendment of any lease, the execution of a new lease or the granting of a subordination,
non-disturbance and attornment agreement in connection with any lease at a Mortgaged Property or REO Property if the lease affects
an area greater than or equal to 30% of the net rentable area of the improvements at the Mortgaged Property;


 


(xvii)    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 Mortgagor of the obligation
to provide financial statements on at least a quarterly basis) following three consecutive late deliveries of financial statements;


 


(xviii)   other than in the case of a Non-Specially Serviced Loan, any approval of or consent to a grant of an easement or right of way
that materially affects 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 or subordination of the lien of the Mortgage Loan to such easement
or right of way; and


 


(xix)      other than in the case of any Non-Specially Serviced Loan, any determination of an Acceptable Insurance Default;


 


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 other matter requiring consent of (i) the Directing Certificateholder
prior to the occurrence and


 



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 continuance of a Control Termination Event in this Agreement (or any matter requiring consultation
with the Directing Certificateholder, the Risk Retention Consultation Parties or the Operating Advisor) or (ii) with respect
to the Serviced AB Whole Loan, the AB Whole Loan Controlling Holder (prior to the occurrence and continuance of an AB Control
Appraisal Period) 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 the AB Whole
Loan Controlling Holder’s response (or without waiting to consult with the Directing Certificateholder, the Risk Retention
Consultation Parties, the AB Whole Loan Controlling Holder or the Operating Advisor, as the case may be); provided that
the Special Servicer or the Master Servicer, as the case may be, provides the Directing Certificateholder (or the Operating Advisor
and such Risk Retention Consultation Party, if applicable) with prompt written notice following such action including a reasonably
detailed explanation of the basis therefor. Notwithstanding the foregoing, with respect to a Serviced AB Whole Loan, prior to
the occurrence and continuance of an AB Control Appraisal Period, the Directing Certificateholder shall not be entitled to exercise
the rights described in this Section 6.08 with respect to any Major Decision and the Master Servicer or the Special Servicer,
as applicable, shall obtain the prior consent of the AB Whole Loan Controlling Holder to the extent required by the terms of the
related AB Intercreditor Agreement. However, with respect to a Serviced AB Whole Loan, if the Master Servicer or the Special Servicer,
as applicable, determines immediate action is necessary to protect the interests of the Certificateholders and the holders of
any related Serviced Companion Loan, or if a failure to take any such action at such time would be inconsistent with the Servicing
Standard, the Master Servicer or the Special Servicer, as applicable, may take actions with respect to such Mortgaged Property
before obtaining the consent of the AB Whole Loan Controlling Holder or the Directing Certificateholder, as applicable, if the
Master Servicer or the Special Servicer, as applicable, reasonably determines in accordance with the Servicing Standard that failure
to take such actions prior to such consent would materially and adversely affect the interest of the Certificateholders and the
holders of any related Serviced Companion Loan, as a collective whole and the Master Servicer or the Special Servicer, as applicable,
has made a reasonable effort to contact the Directing Certificateholder. 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 (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. In the event the Special Servicer
receives no response (which initial request shall include a Major Decision Reporting Package) from the Directing Certificateholder
within 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 on the specific matter; provided, however, that the failure
of the Directing Certificateholder to respond shall not relieve the Special Servicer from


 



    -397-


     


    

 


 consulting with the Directing Certificateholder
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. The Special Servicer shall provide each Major Decision Reporting Package to
the Operating Advisor (a) prior to the occurrence of an Operating Advisor Consultation Event, promptly after the Special Servicer
receives the Directing Certificateholder’s approval or deemed approval with respect to such Major Decision or (b) following
the occurrence and during the continuance of an Operating Advisor Consultation Event, simultaneously upon providing such Major
Decision Reporting Package to the Directing Certificateholder; provided, however, that, with respect to any Non-Specially
Serviced Loan other than an Excluded Loan, no Major Decision Reporting Package shall be required to be delivered prior to the
occurrence and continuance of an Operating Advisor Consultation Event. With respect to any particular Major Decision and related
Major Decision Reporting Package and any Asset Status Report, the Special Servicer shall make available to the Operating Advisor
a Servicing Officer with relevant knowledge regarding the related Mortgage Loan and such Major Decision and/or Asset Status Report
in order to address reasonable questions that the Operating Advisor may have relating to, among other things, such Major Decision
and/or Asset Status Report. In addition, if an Operating Advisor Consultation Event has occurred and is continuing, the Special
Servicer shall also 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 an Operating Advisor
Consultation 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 10 Business Days following the later of (i) its written request for input (which request shall include the
related Major Decision Reporting Package) on any required consultation and (ii) delivery of all such additional information
reasonably requested by the Operating Advisor 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 (regardless of whether a Control Termination Event, a Consultation
Termination Event or an Operating Advisor Consultation 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(a) for consulting with the Operating Advisor.


 


In
addition, (i) for so long as no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan
(other than any applicable Excluded Loan with respect to a Risk Retention Consultation Party), and (ii) during the continuance
of a Consultation Termination Event, with respect to any Serviced Mortgage Loan (other than any applicable Excluded Loan with
respect to a Risk Retention Consultation Party), upon request of a Risk Retention Consultation Party, the Special Servicer shall
consult with such Risk Retention Consultation Party on a non-binding basis in connection with any Major Decision that it is processing
(and such other matters that are subject to the non-binding consultation rights of such Risk Retention Consultation Party pursuant
to this Agreement) and to consider alternative actions


 



    -398-


     


    

 


 recommended by such Risk Retention Consultation Party in respect of such
Major Decision (or any other matter requiring consultation with a Risk Retention Consultation Party); provided that in
the event the Special Servicer receives no response from any such Risk Retention Consultation Party within 10 days following the
later of (i) the Special Servicer’s written request for input on any requested consultation and (ii) delivery
of all such additional information in the possession of the Master Servicer or the Special Servicer, as applicable, reasonably
requested by such Risk Retention Consultation Party related to the subject matter of such consultation, the Special Servicer shall
not be obligated to consult with any Risk Retention Consultation Party on the specific matter; provided, however,
that the failure of a Risk Retention Consultation Party to respond will not relieve the Special Servicer from using reasonable
efforts to consult with such Risk Retention Consultation Party on any future matters with respect to the applicable Mortgage Loan
or Serviced Whole Loan or any other Mortgage Loan. For the avoidance of doubt, (x) the Risk Retention Consultation Parties
shall not have any consultation rights with respect to any related Excluded Loan and (y) any consultation with a Risk Retention
Consultation Party under this Agreement shall occur only upon request of such Risk Retention Consultation Party, 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 for such consultation set forth in this Section 6.08(a).


 


A
Risk Retention Consultation Party acting in its capacity as Risk Retention Consultation Party shall have no liability to the Trust
Fund, any party to this Agreement, any Certificateholders or any other Person for any action taken, or for refraining from the
taking of any action, or for errors in judgment.


 


Subject
to the terms and conditions of this Section 6.08(a), the Special Servicer shall process all requests for any matter that
constitutes a “Major Decision” with respect to all Mortgage Loans (other than any Non-Serviced Mortgage Loan).


 


Upon
receiving a request for any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and any Serviced Companion Loan that is not a Specially Serviced Loan, the Master Servicer shall promptly forward
such request to the Special Servicer and 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 the Major Decision. With respect to such request, 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 Major Decision. The Master Servicer shall not be permitted to process any Major Decision
and shall not be required to interface with the Mortgagor or provide a written recommendation and analysis with respect to any
Major Decision.


 


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 a Risk Retention Consultation
Party or the holder of the majority of the related VRR 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


 



    -399-


     


    

 



Decision to a 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, during a Control Termination Event, the applicable Risk Retention Consultation Party
shall be entitled to all information delivered or made available to the Operating Advisor (except with respect to information
relating to an Excluded Loan as to such Risk Retention Consultation Party).


 


In
addition, with respect to any Mortgage Loan other than an Excluded Loan, 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 notwithstanding
anything herein to the contrary, no such direction or objection contemplated by the first paragraph 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 the Operating Advisor or any advice from the Directing Certificateholder, the Operating Advisor or any 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, the Operating Advisor or such 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, the advice of the Operating
Advisor or the approval of a 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.


 


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


 



    -400-


     


    

 


 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 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 its own interests or the
interests of 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 its own interests or 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.


 


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 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), 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 shall remain entitled to receive any notices, reports or information to which it is entitled pursuant
to this Agreement, and the Master Servicer, the Special Servicer and any other applicable party shall consult with the


 



    -401-


     


    

 


 Directing
Certificateholder (other than with respect to any Excluded Loan), to the extent set forth herein in connection with any action
to be taken or refrained from taking 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), the Directing Certificateholder (other
than any Loan-Specific 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.


 


(c)        Upon the resignation or removal of an 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
to all parties to this Agreement prior to being recognized as the new Risk Retention Consultation Party. The parties hereto shall
be entitled to assume that a Risk Retention Consultation Party has not changed absent such notice.


 


(d)        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 Barclays (in the case of the F5T-VRR-A Risk Retention Consultation Party and
the Pooled Risk Retention Consultation Party) or DBNY (in the case of the F5T-VRR-B Risk Retention Consultation Party), as applicable,
have notified the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and
each other Holder of the VRR Interest or the F5T-VRR Interest, in writing, of the selection of such new Risk Retention Consultation
Party (including the new contact information).


 


(e)        Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) a Risk Retention Consultation
Party may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates;
(ii) a Risk Retention Consultation Party may act solely in the interests of the Holders of the VRR Interest or F5T-VRR Interest,
as applicable); (iii) a Risk Retention Consultation Party does not have any liability or duties to the Holders of any Class
of Certificates; (iv) a Risk Retention Consultation Party may take actions that favor interests of the Holders of one or
more Classes including the VRR Interest or F5T-VRR Interest over the interests of the Holders of one or more other Classes of
Certificates; and (v) a Risk Retention Consultation Party shall have no liability whatsoever for having so acted as set forth
in clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever against any Risk
Retention Consultation Party or any director, officer, employee, agent or principal of such Risk Retention Consultation Party
for having so acted.


 


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 Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions
contemplated by this Agreement, except 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


 



    -402-


     


    

 


 obligations in such capacities have one or more of the same Responsible Officers or Servicing Officers,
as applicable.


 


[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 Percentage Interests aggregating not less than 25% of all Voting Rights or, solely as it relates to
the servicing of a Serviced Whole Loan if affected by that failure, by the holder of the related Serviced Pari Passu Companion
Loan or, solely as it related to the servicing of Trust Subordinate Companion Loan if affected by such failure, the Holders of
not less than 25% of the Certificate Balance of each affected Class of the Loan-Specific Certificates (as holders of a beneficial
interest


 



    -403-


     


    

 


 in the Trust Subordinate Companion Loan); 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


 


(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 Noteholders or, solely as it relates to the servicing
of Trust Subordinate Companion Loan if affected by such failure, the Holders of not less than 25% of the Certificate Balance of
each affected Class of the Loan-Specific Certificates (as holders of a beneficial interest in the Trust Subordinate Companion
Loan); 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;
or


 






    -404-


     


    

 


(viii)     DBRS Morningstar (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or Serviced Companion Loan Securities, as
applicable, or (B) placed one or more Classes of Certificates or Serviced Companion Loan Securities, as applicable, on “watch
status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch
status” placement shall not have been withdrawn by DBRS Morningstar (or, in the case of Serviced Companion Loan Securities,
any Companion Loan Rating Agency, as applicable), within sixty (60) days of such rating action) and, in the case of either
of clauses (A) or (B), publicly citing servicing concerns with the Master Servicer or the Special Servicer, as the case
may be, as the sole or a material factor in such rating action;


 


(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 such Master Servicer or such Special Servicer, as the case may be, is not reinstated to at least that
rating within 60 days of the delisting; or


 


(x)         the Master Servicer or the Special Servicer, as the case may be, is removed from S&P’s Select Servicer List as a “U.S.
Commercial Mortgage Master Servicer” or a “U.S. Commercial Mortgage Special Servicer,” as applicable, and is
not restored to such status on such list within 60 days.


 


(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 ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any
Excluded Loan) the Directing Certificateholder (solely with respect to the Special Servicer) 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 Trust Subordinate Companion Loan 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


 



    -405-


     


    

 


 effect the purposes of such notice of termination, whether to complete the
transfer and endorsement or assignment of the Mortgage Loans or the Trust Subordinate Companion Loan 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 Mortgage Loans, the Trust Subordinate Companion
Loan 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 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), Section 7.01(ix) or Section 7.01(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 and the Trust Subordinate Companion Loan 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 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


 



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 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 any Subordinate Companion Holder 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,
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) provided
that, with respect to a Servicing Shift Whole Loan, the ten (10) Business Days’ notice set forth in this Section
7.01(d) shall not apply to the related Loan-Specific Directing Certificateholder’s right to terminate the Special Servicer’s
rights and obligations under this Agreement without cause with respect to such Servicing Shift Whole Loan pursuant to the terms
of the related Intercreditor Agreement. Upon a termination of the Special Servicer, the Directing Certificateholder (other than
with respect to any Excluded Loan) shall appoint a successor special servicer to assume the duties of the Special Servicer hereunder;
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. For the sake of clarity, the recommendation of replacement of the Special Servicer by the Operating
Advisor and the approval of the Certificateholders of such Qualified Replacement Special Servicer shall not preclude the Directing
Certificateholder from appointing a replacement special servicer, provided that such replacement may not be the removed
Special Servicer or its Affiliate.


 


After
the occurrence and during the continuance of a Control Termination Event but for so long as a F5 Tower Control Appraisal
Period is not continuing (and therefore the Directing Certificateholder for the F5 Tower Whole Loan is the F5 Tower
Controlling Class Representative), upon (a) the written direction of Holders of Principal Balance Certificates and VRR Interest
evidencing not less than 25% of the Pooled 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 Pooled Principal Balance Certificates
and VRR Interest requesting a vote to replace the Special Servicer (other than with respect to the F5 Tower Whole Loan) 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)


 



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 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 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, conduct the solicitation of votes of all Certificates in such
regard, which requisite affirmative votes must 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 Pooled
Certificates evidencing at least 66-2/3% of a Pooled Quorum of Certificates, the Trustee shall terminate all of the rights and
obligations of the Special Servicer (other than with respect to the F5 Tower Whole Loan) 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.


 


If
at any time a Control Termination Event that relates to any Mortgage Loan (other than the F5 Tower Mortgage Loan) is continuing,
upon (a) the written direction of Holders of Pooled Principal Balance Certificates and the VRR Interest evidencing not less
than 25% of the Pooled Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally
reduce the Certificate Balances pursuant to Section 4.05 hereof) of the Pooled Principal Balance Certificates and the VRR
Interest requesting a vote to replace the Special Servicer (other than with respect to the F5 Tower Whole Loan) with a new
special servicer designated in such written direction, (b) payment by such Holders to the Certificate Administrator of the
reasonable fees and out-of-pocket 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), 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 conduct the solicitation of votes of all Certificates in such regard, which
requisite affirmative votes must 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 Pooled Principal Balance
Certificates and the VRR Interest evidencing at least 66-2/3% of a Quorum of Certificates, the Trustee shall terminate all of
the rights and obligations of the Special Servicer (other than with respect to the F5 Tower Whole Loan) under this Agreement
and appoint the successor 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 it is not subject to an


 



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 AB Control Appraisal Period or to
any Servicing Shift Whole Loan, in the case of a F5 Tower Whole Loan, will not apply to a Serviced AB Whole Loan unless
a F5 Tower Control Appraisal Period has occurred and is continuing with respect to the Serviced AB Whole Loan under
the related Intercreditor Agreement.


 


With
respect to the F5 Tower Whole Loan, after the occurrence and during the continuance of a Control Termination Event with respect
to the F5 Tower Whole Loan, Certificateholders of the F5 Tower Controlling A Note Securitization with the requisite percentage
of voting rights shall have the right, with or without cause, to replace the Special Servicer and appoint a replacement special
servicer, provided such successor special servicer (i) satisfies all of the eligibility requirements applicable to the
Special Servicer contained in this Agreement (including satisfaction of Rating Agency conditions evidenced by a Rating Agency
Confirmation) and (ii) is not a Borrower Party Affiliate.


 


A
Serviced AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal
Period or F5 Tower Control Appraisal Period, to replace the Special Servicer 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, in accordance with 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) 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 the
occurrence and continuance of 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.


 






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If
at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is
not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii)
the replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective whole, 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 Replacement
Special Servicer. In such event, the Certificate Administrator shall promptly post notice to all Pooled Certificateholders of
such recommendation and the related report on the Certificate Administrator’s Website in accordance with Section 3.13(b),
and concurrently 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 a quorum of Certificateholders (which quorum, for
this purpose, is the Holders of Certificates that (A) evidence at least 20% of the Pooled 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 (B) consist of at least three Certificateholders or Certificate Owners that are not Risk Retention Affiliated
with each other) 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 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 holders of Certificates evidencing at least
a majority of a quorum of Certificateholders (as set forth above) 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 a Serviced AB Whole Loan so long as the related Serviced Companion Noteholder is not subject
to an AB Control Appraisal Period under the related


 



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 Intercreditor Agreement or with respect to any Servicing Shift Whole Loan.
For the sake of clarity, the recommendation of replacement of the Special Servicer by the Operating Advisor and the approval of
the Certificateholders of such Qualified Replacement Special Servicer shall not preclude the Directing Certificateholder from
appointing a replacement special servicer, provided that such replacement may not be the removed Special Servicer or its
Affiliate.


 


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. In no event shall the remedy for a breach of the foregoing covenant extend
beyond termination pursuant to Section 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,
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 or if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning
Special Servicer shall use commercially reasonable efforts to appoint the related Excluded Special Servicer. The Special Servicer
shall not have any liability with


 



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 respect to the actions or inactions of the applicable Excluded Special Servicer or with respect
to the identity of the applicable Excluded Special Servicer. It 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 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 subsection (a) of the first sentence 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


 



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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 the case may be,
shall not be liable for any of the representations and warranties of the Master Servicer or the Special Servicer, as applicable,
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 or Trust Subordinate Companion 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 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) 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


 



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 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
hereof 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 and the Trust Subordinate Companion Loan 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
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 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.


 






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Section
7.04      Waiver of Servicer Termination Events. The Holders of Certificates representing at least
(a) 66 2/3% of the Voting Rights in case of the Master Servicer or in the case of the Special Servicer with respect
to the F5 Tower Whole Loan or (b) 66 2/3% of the Pooled Voting Rights in case of the case of the Special Servicer
(other than with respect to the F5 Tower Whole Loan) 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) or (viii) 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 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.


 






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[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.


 


(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;


 






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(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 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


 



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 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;


 


(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 or attorneys; provided, however, that the appointment of such agents 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


 



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 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;


 


(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 or Trust Subordinate Companion Loan. The recitals contained herein and in the Certificates, other than the
acknowledgments of the Trustee or the Certificate Administrator in Section 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 Trust Subordinate Companion 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 and the Trust Subordinate Companion Loan 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


 



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 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.


 


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 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 (or Trust Subordinate Companion Loan-by-Trust Subordinate Companion Loan, if applicable) basis.
As to each Mortgage Loan, the Trust Subordinate Companion 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 or the Trust Subordinate Companion Loan REMIC Distribution Account, as applicable, from
time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation and of enforcement
of this indemnity, 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) 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


 



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 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 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 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
incurred by the Depositor, 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 “A-” by S&P, “A-”
by Fitch and “A” by DBRS Morningstar (or if not rated by DBRS Morningstar, then at least the equivalent by two other
NRSROs (which may include S&P and/or


 



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 Fitch)); 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
“BBB” by S&P, “A-” by Fitch and “A(low)” by DBRS Morningstar (or if not rated by
DBRS Morningstar, then at least the equivalent by two other NRSROs (which may include S&P and/or Fitch), (b) its short-term
debt obligations have a short-term rating of not less than “A-1” from S&P, “F1” by Fitch and “R-1(low)”
by DBRS Morningstar  (or if not rated by DBRS Morningstar, then at least the equivalent by two other NRSROs (which may include
S&P and/or Fitch) and (c) the Master Servicer maintains a rating of at least “A” by S&P, “A+”
by Fitch and “A” by DBRS Morningstar (or if not rated by DBRS Morningstar, then at least the equivalent by
two other NRSROs (which may include S&P and/or Fitch); provided that nothing in this proviso shall impose on the Master
Servicer any obligation to maintain such rating; and (iv) an entity that is not a Prohibited Party.


 


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.


 






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(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 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 


 



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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.


 


(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 (and the
Trust Subordinate Companion Loan, if applicable) (to the extent that the original executed Mortgage Note for each Mortgage Loan
(and the Trust Subordinate Companion Loan, if applicable) 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 BBCMS Mortgage Trust
2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6 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 the Trust Subordinate Companion Loan, if applicable), and certify in writing that, as to each
Mortgage Loan (and the Trust Subordinate Companion Loan, if applicable) then subject to this Agreement, such endorsement and assignment
has been made; (b) if any original executed Mortgage Note for a Mortgage Loan (and the Trust Subordinate Companion Loan,
if applicable) 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 BBCMS Mortgage Trust 2020-C6, Commercial Mortgage
Pass-Through Certificates, Series 2020-C6 or in blank; provided, however, that, notwithstanding anything to the
contrary herein, to the extent that 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 or Trust Subordinate Companion
Loan document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver
such Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate
Companion 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 the Trust Subordinate Companion Loan, if
applicable), and certify in writing that, as to each Mortgage Loan (and the Trust Subordinate Companion Loan, if applicable) 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.


 






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(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 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).


 






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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 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.


 






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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 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,


 



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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;


 


(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 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; and


 


(viii)     To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser.


 


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;


 






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(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, 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;


 


(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; and


 






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(viii)     To its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser.


 


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]


 


ARTICLE
IX



TERMINATION


 


Section
9.01      Termination upon Repurchase or Liquidation of All Mortgage Loans and the Trust Subordinate
Companion Loan. 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 Certificate Registrar, the Custodian (other
than the obligations of the Custodian to deliver any remaining Mortgage Files with any necessary assignments, endorsements and
other instruments 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, Trust Subordinate
Companion Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation by the Holders 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, the Trust Subordinate Companion Loan and the Trust’s portion of each
REO Property remaining in the Trust Fund at a price equal to (a) the Termination Purchase Amount, plus (b) the
reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer with respect to such termination, other than
in the case of the Master Servicer or Special Servicer, as applicable, that is a purchaser of such Mortgage Loans or Trust
Subordinate Companion Loan, minus (c) 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 Sections 3.03(d) and 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


 



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 purchase) or (iii) so long as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB,
Class A-S, Class B, Class C and Class D Certificates are no longer outstanding, the voluntary exchange by the Sole Certificateholder
of all the then-outstanding Pooled Non-VRR Certificates (other than the Class R and Class S Certificates) for the remaining Mortgage
Loans, the Trust Subordinate Companion Loan and REO Properties remaining in the Trust Fund; 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 the address provided in Section 13.05 of this Agreement
or to such other address designated by the Master Servicer in writing, any Mortgage Files remaining in its possession.


 


Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates
are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the
then-outstanding Non-VRR Certificates (other than the Class R and Class S Certificates)), the Sole Certificateholder shall have
the right, with the consent of the Master Servicer, to exchange all of its Non-VRR Certificates (other than the Class R and Class
S Certificates together with the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans,
Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (iii)
of the first paragraph of this Section 9.01 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 Non-VRR
Certificates (other than the Class R and Class S Certificates) for all of the Mortgage Loans, Trust Subordinate Companion Loan
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
remit for deposit in the Collection Account an amount in immediately available funds equal to (a) the product of the Pooled
VRR 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(b), 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 VRR Interest))
an amount equal to the product of the Pooled Non-VRR 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 Non-VRR Certificates (other than the Class R and Class S
Certificates) on the applicable Distribution Date, (i) the Certificate Administrator shall remit to the Holders of the


 



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 VRR
Interest in immediately available funds an amount equal to the product of the Pooled VRR 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 the
Trust Subordinate Companion Loan and shall execute all assignments, endorsements and other instruments furnished to it by the
Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans, Trust Subordinate Companion Loan 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 and
the Trust Subordinate Companion Loan REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates,
plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against
amounts distributable in respect of such Certificates, Related Lower-Tier Regular Interests and Related Trust Subordinate Companion
Loan REMIC Regular Interests. If the F5 Tower Whole Loan (or any related REO Loan) is an asset of the Trust, (i) if
the Mortgaged Property securing the F5 Tower Whole Loan has become an REO Property, then the Sole Certificateholder exercising
the exchange described above, as a prerequisite, shall designate a nominee to hold title to such REO Property on behalf of the
purchaser and the holders of the Loan-Specific Certificates and (ii) if the Mortgaged Property securing the F5 Tower
Whole Loan is not an REO Property, then 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 Note for the related Trust Subordinate
Companion Loan, and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder
as shall be necessary to effectuate transfer of such Mortgage Note and the Trust Subordinate Companion Loan REMIC shall be liquidated
in accordance with the procedures set forth in Section 9.02 and neither of the Master Servicer nor the Special Servicer shall
have any further obligation to service such Trust Subordinate Companion Loan hereunder.


 


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
Holders 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), the Trust Subordinate Companion 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, the Trust Subordinate Companion Loan 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


 



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 any REO Loans held by the Trust is less than 1.0% of the Stated Principal Balance of the Mortgage Loans as set forth
in the Preliminary Statement (solely for the purposes of this calculation, if such right is being exercised after the Distribution
Date in January 2030 and the F5 Tower Mortgage Loan or Advance Auto Parts Mortgage Loan is still an asset of the Trust, then such
Mortgage Loans will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate
initial pool balance). 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 Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates purchase, all of the Mortgage Loans, the Trust Subordinate Companion Loan 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 Holders 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). 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 Holders 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 the Trust Subordinate Companion Loan and shall execute all assignments, endorsements and other instruments furnished
to it by the Master Servicer, the Special Servicer, the Holders 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, Trust Subordinate
Companion Loan as assets of the Trust and REO Properties remaining in the Trust Fund.


 


For
purposes of this Section 9.01, the Holders 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, the Loan-Specific Directing Certificateholder 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, Trust Subordinate Companion Loan and each REO Property remaining in
the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next preceding the month
of the final distribution on the Certificates, or (b) otherwise during the month


 



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 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 Trust Subordinate Companion Loan REMIC Distribution Amount, as applicable,
and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular Certificates pursuant to
Section 4.01(g) and Section 4.01(h) to the Upper-Tier REMIC Distribution Account 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) the Holders of the Excess Interest Certificates 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 Trust
Subordinate Companion Loan REMIC Distribution Account or 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 Trust Subordinate Companion
Loan REMIC Regular Interests and the Class F5T-R Interest, or Lower-Tier Regular Interests and the Class LR Interest in accordance
with Section 4.01(a), Section 4.01(b), Section 4.01(c), Section 4.01(g) and Section 4.01(i).
Any funds not distributed on such Distribution Date shall be set aside and 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(k).


 


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, Trust Subordinate Companion Loan and the Trust’s portion of each REO Property remaining in the
Trust Fund as provided in Section 9.01, or in the event Holders of the Loan-Specific Certificates exchange their Certificates
for the Trust Subordinate Companion Loan, the Upper-Tier REMIC and Lower-Tier REMIC or the Trust Subordinate Companion Loan 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


 



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 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) and in respect of the Class F5T-R Interest (in the case of the
Trust Subordinate Companion Loan 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, the Trust Subordinate Companion Loan REMIC Regular Interests and
the Regular 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 as the “regular interests” and the Class UR Interest shall be designated
as 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 designated as the sole class of “residual interests” in the Lower-Tier REMIC. For
purposes of the REMIC election in respect of the Trust Subordinate Companion Loan REMIC, the Trust Subordinate Companion Loan
REMIC Regular Interests shall be designated as the “regular interests” and the Class F5T-R Interest shall be
designated as the sole class of “residual interests” in the Trust Subordinate Companion Loan 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.


 


(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 Trust REMIC and shall represent each such Trust 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


 



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 be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans,
the Trust Subordinate Companion Loan and any REO Properties on deposit in the Collection Account as provided by Section 3.05
unless such legal expenses and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad
faith or negligence. The Certificate Administrator is hereby 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 such designation, on behalf of themselves and all successor Holder of Class R Certificates.


 


(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 Trust Subordinate Companion Loan REMIC, 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 premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service on Form 8811,
within thirty (30) days after the Closing Date, the name, title, address and telephone number of the Certificate Administrator
as the “partnership representative” of each of the Trust REMICs created hereunder.


 


(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


 



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 the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to the Trust or 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 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 in the case of
the Trust Subordinate Companion Loan REMIC Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed
for any F5 Tower Non-VRR Realized Losses and F5 Tower VRR Realized Losses, as applicable, arising therefrom and
then to the Holders of the Class R Certificates, in the manner specified in Section 4.01(c), (y) in the case
of the Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Pooled Certificate
Realized Losses or Pooled VRR Realized Losses, as applicable, arising therefrom and then to the Holders of the Class


 



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 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 Pooled Principal Balance Certificates in the manner specified in Section 4.01(a) to the extent
they are fully reimbursed for any Pooled Certificate Realized Losses or Pooled VRR 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”
of the Trust Subordinate Companion Loan REMIC Regular Interests, the Lower-Tier Regular Interests and the Regular Certificates
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 or the Trust Subordinate Companion Loan (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan or Trust Subordinate Companion 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 or the Trust Subordinate Companion Loan 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.


 






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(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 any Trust REMIC and (ii) to avoid payment by any 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, and agrees to reasonably cooperate with the Certificate Administrator in connection with any
such elections the Certificate Administrator determines in its discretion are necessary or advisable.


 


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.


 


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


 



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 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 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


 



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 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 the BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6, 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 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 that 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


 



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 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 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


 



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 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).


 


(e)        Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or
any Mortgage Loan (and/or Trust Subordinate Companion Loan, if applicable) 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 10-D, ABS-EE, 10-K and 8-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 10-D, ABS-EE, 10-K or 8-K required to


 



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 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 10-D, Form ABS-EE, Form 10-K or Form 8-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 10-D/A, Form ABS-EE/A, Form 10-K/A or Form 8-K/A. Any Form 15,
Form 12b-25 or any amendment to Form 10-D, Form ABS-EE, Form 10-K or Form 8-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 10-D, Form ABS-EE, Form 10-K or Form 8-K is contingent upon the parties observing all applicable 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 10-D, Form ABS-EE, Form 10-K or
Form 8-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 Form 10-D, Form ABS-EE, Form 10-K or Form 8-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 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-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 BB hereto,
within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified
on Exhibit BB 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


 



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 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 BB shall be reported by the Special Servicer to the Master Servicer within four
(4) calendar days after the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB
hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached
hereto as Exhibit EE (except with respect to the reporting of REO Account balances which shall be delivered in the
form of Exhibit MM 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 BB 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.


 


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, (iii) to the extent such information is provided to the Certificate
Administrator by the Master Servicer in the form of Exhibit MM 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, (iv) the balances of the Distribution Accounts,
the Gain-on-Sale Reserve Account, the VRR Certificate Gain-on-Sale Reserve Account, the F5 Tower Non-VRR Gain-on-Sale Reserve
Account, the F5 Tower VRR 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 and (v) the most recent Form ABS-EE filing by reference (which such
Form ABS-EE shall be filed on or prior to the filing of the applicable report on Form 10-D). 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 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


 



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 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 (and the Trust Subordinate Companion Loan, if applicable) 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 KK (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 any Trust Subordinate Companion Loan, if applicable) and such Additional Debt or mezzanine debt, as applicable,
and (C) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan (and any Trust Subordinate Companion Loan,
if applicable) 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 Form 10-D for each reporting period: Name: Daniel Vinson, Telephone: (212) 528-8224. 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 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 Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D 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 copy, 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, a duly authorized officer of the Depositor shall sign the Form 10-D
and return an electronic or fax copy of such signed Form 10-D (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


 



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 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, 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, in which case the Certificate Administrator shall sign such
Forms 10-D as attorney in fact for the Depositor. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D
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 shall make available on its Internet website a final executed
copy of each Form 10-D filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Barclays
Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York, New York 10019, Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com,
with a copy to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Steven P. Glynn, Director, Legal
Department, Email: steven.glynn@barclays.com. 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
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, 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, 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 either the Preliminary Prospectus or the Prospectus. 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(d) 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(d), the Certificate Administrator
shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. 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, any Schedule AL Additional File received by the Certificate Administrator in both EDGAR-Compatible Format and Excel format)
concurrently with the related Form 10-D to the Depositor for review and approval. Any questions are to be directed to Midland
Loan Services, a Division of PNC Bank, National Association at the e-mail address provided with the submission of such CREFC®
Schedule AL File and Schedule AL Additional File (or such other e-mail address or phone number provided to the Certificate
Administrator and Depositor by written notice from the Master Servicer). The Master Servicer shall reasonably cooperate with the
Depositor to answer any questions that the Depositor may pose to the Master Servicer regarding any CREFC® Schedule
AL File or Schedule AL Additional File (other than questions regarding data that is in the Initial Schedule AL File, the Initial
Schedule AL Additional File or the Annex A-1 to the Prospectus) that the Master Servicer provided to the Certificate Administrator.
The Certificate Administrator, the Master Servicer, and the Depositor shall each,


 



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 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 promptly.


 


Within
two (2) Business Days after receipt of the copy of Form ABS-EE for review, 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 ABS-EE, and a duly authorized officer of the
Depositor shall sign the Form ABS-EE and return an electronic or fax copy of such signed Form ABS-EE (with an original executed
hard copy to follow by overnight mail) to the Certificate Administrator. 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 ABS-EE cannot
be filed on time or if a previously filed Form ABS-EE 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 shall, pursuant
to Section 3.13(b), make available on the Certificate Administrator’s website a final executed copy of each Form
ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional File received by the Certificate
Administrator) filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Barclays Commercial
Mortgage Securities LLC, 745 Seventh Avenue, New York, New York 10019, Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com,
with a copy to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Steven P. Glynn, Director, Legal
Department, Email: steven.glynn@barclays.com. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(c) related to the timely preparation and filing of Form ABS-EE is
contingent upon the responsible parties observing all applicable deadlines in the performance of their duties under this Section
11.04(c). 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 or file such Form ABS-EE 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 ABS-EE, not resulting from its own negligence, bad faith or willful misconduct.


 


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: Daniel Vinson, Telephone: (212) 528-8224. 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.


 


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 


 



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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 Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization.


 






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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 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 Additional Form 10-K Disclosure,
absent such reporting, direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered
(i) by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications
and also (ii) by email to Form10k.Compliance@cwt.com.


 


As
set forth on Exhibit CC 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 CC 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 CC hereto shall include with such Additional Form 10-K Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE 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 CC 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 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,


 



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 the Certificate Administrator
shall 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 Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York,
New York 10019, Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 745 Seventh
Avenue, New York, New York 10019, Attention: Steven P. Glynn, Director, Legal Department, Email: steven.glynn@barclays.com. 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 Custodian
or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate
Companion Loans, if applicable), 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


 



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 (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 Z-1, Z-2, Z-3, Z-4, Z-5, Z-6
or Z-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 Companion Loan (other than a Non-Serviced Companion Loan)
is deposited into a commercial mortgage securitization (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 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”, 


 



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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 Form10K.Compliance@cwt.com,
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 DD
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 DD 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 2nd Business Day after the occurrence of a Reportable Event (i) the
parties set forth on Exhibit DD 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 DD hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE 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 DD 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 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.


 






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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 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 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 Barclays Commercial Mortgage Securities LLC, 745 Seventh Avenue, New York, New York 10019,
Attention: Daniel Vinson, Email: Daniel.vinson@barclays.com, with a copy to Barclays Capital Inc., 745 Seventh Avenue, New York,
New York 10019, Attention: Steven P. Glynn, Director, Legal Department, Email: steven.glynn@barclays.com. 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 (and the Trust Subordinate Companion Loan, if applicable) (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 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 reporting requirements of the Exchange Act, none of the parties hereto are required to deliver
Form 8-K Disclosure Information.


 






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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, ABS-EE, 10-K
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 or Trust Subordinate Companion 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 (and the Trust Subordinate Companion Loan), 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 Certificate, in the form attached hereto as Exhibit HH (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 


 



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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 or the Trust Subordinate Companion
Loan, 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 HH. 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,
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.


 






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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 or Trust Subordinate Companion 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, the Trustee, the Operating Advisor, the Custodian or the 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 (and the Trust Subordinate Companion Loan, if applicable), 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 II 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 II.
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 a certification substantially in the form of Exhibit AA 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


 



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 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 AA 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 AA 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 AA 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 GG,
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,
shall 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 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


 



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 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)        Each of the Operating Advisor and the Special Servicer may at any time request from the Certificate Administrator confirmation
of whether a Control Termination Event, Consultation Termination Event or Operating Advisor Consultation Event occurred during
the previous calendar year, and upon such request the Certificate Administrator shall deliver such confirmation to the Operating
Advisor or the Special Servicer, as applicable, 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 (and
the Trust Subordinate Companion Loan, if applicable), 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 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
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


 



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 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 (and the Trust Subordinate Companion Loan, if applicable), 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 incurred by such Certification Party arising out of (i) an actual breach by the Master
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.


 






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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 (and the Trust Subordinate Companion Loan, if applicable),
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
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 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


 



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 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 (and the Trust Subordinate Companion
Loan, if applicable), 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 Section 11.06, Section 11.09 (if applicable), Section 11.10 or Section 11.11 (or breach
of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance 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 (and the
Trust Subordinate Companion Loan, if applicable) cause such party, in each case, to agree to the foregoing indemnification and


 



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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 commercial mortgage-backed securities 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 Section 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
and Form10K.compliance@cwt.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 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


 



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 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 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, 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 Mortgage
Loan Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than
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


 



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 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 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).


 






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(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 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 or 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)
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).


 






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(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 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 Section 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 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 Other Securitization
that includes such Serviced Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements
of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year)
from the Mortgagor (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans
and Serviced REO Properties), 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 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 by the Special Servicer
and provided to the Master Servicer solely in the case of any related Specially Serviced Loan or Serviced REO Property) 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


 



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 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 Serviced REO Property and provided by the Special Servicer to the Master Servicer).


 


If
the Master Servicer 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 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 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.


 






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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, neither the Master Servicer nor 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. Neither the Master
Servicer nor 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. (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 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 deliver such information in a written notice (which
may be via email) in the form of Exhibit SS within one (1) Business Day to the Master Servicer, the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer.


 






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If
Certificateholders evidencing not less than 5% of the Pooled Voting Rights of the Certificates deliver to the Certificate Administrator,
within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction
requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), 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,
each 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 RR (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 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder
may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any
Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such
150-day period, (B) 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 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 extent in their possession 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”):


 






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(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 items (1) or (2) above;


 


(4)      copies 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;


 


(6)      a copy of any notice previously delivered by the Master Servicer or Special Servicer, as applicable, of any alleged defect or
breach with respect to any Delinquent Loan; and


 


(7)      copies of 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. 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 shall be required under the related Mortgage
Loan Purchase


 



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 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.


 


(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 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 QQ
(each such procedure, a “Test”); provided, however, that the Asset Representations Reviewer
may, but is under no obligation to, (x) modify any Test and/or (y) modify any associated Review Materials to include any items
not specified for the particular Test on Exhibit QQ (but in no event shall the modified Review Materials include materials
not contemplated by the definition of “Review Materials”), in either case, 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


 



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 to the Secure Data Room is provided by the Certificate Administrator, subject to the last sentence
of this paragraph. 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 Master Servicer
(with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans) to the extent
in the possession of the Master Servicer or Special Servicer, as applicable, or from the related Mortgage Loan Seller 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 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 (with respect to Non-Specially Serviced Loans) or 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 Delinquent 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 and 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, the Special Servicer, the Master Servicer 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


 



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 any rights it may have against the
applicable Mortgage Loan Seller (or, in the case of (i) Barclays, BCHI in respect of its obligations under the related Mortgage
Loan Purchase Agreement and (ii) SGFC, Société Générale in respect of its obligations under the
related Mortgage Loan Purchase Agreement), which, in each case, shall be a responsibility of the Enforcing Servicer pursuant to
Section 12.01(b)(x) 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 responsibility to independently obtain any such documentation from any party to this Agreement or otherwise.


 


(x)        Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer
shall determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If
the Enforcing Servicer determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the related
Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(xi)       For the avoidance of doubt, the Asset Representations Reviewer shall not perform an Asset Review with respect to the Trust Subordinate
Companion Loan at any time.


 


(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


 



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 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.


 


(e)        The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its asset representations reviewer portfolio, provided that: (i) the purchaser or transferee
accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer resulting from a merger, consolidation
or succession that is permitted under this Agreement, (B) assumes in writing each covenant and condition to be performed or observed
by the asset representations reviewer under this Agreement and (C) is not a prohibited party under this Agreement; (ii) the asset
representations reviewer will not be released from its obligations under this Agreement that arose prior to the effective date
of such assignment and delegation; (iii) the rate at which each of the Asset Representations Reviewer Fee and the Asset Representations
Reviewer Asset Review Fee (or any component thereof) is calculated may not exceed the rate then in effect and (iv) the resigning
asset representations reviewer will be required to be responsible for the reasonable costs and expenses of each other party to
this Agreement and the Rating Agencies in connection with such transfer. Upon acceptance of such assignment and delegation, the
purchaser or transferee will be required to provide notice to each party to this Agreement and then will be the successor asset
representations reviewer under this Agreement.


 


Section
12.02   Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability. (a)  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 0.00025% 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 each Mortgage
Loan that is a Delinquent Loan and is subject to an Asset Review (for purposes of this paragraph, each a “Subject Loans”),
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 (i) $15,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent
Loan with a Cut-off Date Balance less than $20,000,000, (ii) $20,000 plus $1,000 per additional Mortgaged Property with
respect to a Delinquent Loan with a Cut-off Date Balance greater than or equal to $20,000,000, but less than


 



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 $40,000,000 or (iii)
$25,000 plus $1,000 per additional Mortgaged Property with respect to a Delinquent Loan with a Cut-off Date Balance greater
than or equal to $40,000,000 (any such fee, the “Asset Representations Reviewer Asset Review Fee”). The Asset
Representations Reviewer Asset Review Fee with respect to each Delinquent Loan 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 request 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.


 


(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 at any time
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 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


 



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 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 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 the Trustee
by the Holders of Certificates evidencing greater than 25% of the Pooled 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;


 






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(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 Certificates evidencing at least 25% of the Pooled Voting Rights (without
regard to the application of any 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 Pooled Certificates evidencing at least 25% of the Pooled 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 Pooled 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 Pooled Certificates evidencing at
least 75% of a Pooled Quorum (without regard to the application of any 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


 



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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 Holders of Pooled Certificates, on the other, the Holders of Pooled Certificates 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 Pooled Certificates evidencing at least 75% of the Pooled Voting Rights (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 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 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, 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


 



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 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 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, 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 or Companion Holder;


 


(v)       to modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) 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


 



    -480-


     


    

 


 (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 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);


 


(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 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,
the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions
has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of
any Trust REMIC as a REMIC or the status of the Grantor Trust 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 


 



    -481-


     


    

 


in any material respects the interests of any Certificateholders, 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


 


(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 risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such
repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.


 


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, related Additional Repurchase Obligor or related guarantor under any Mortgage
Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or
related guarantor as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller, related Additional
Repurchase Obligor or related guarantor, 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 or the Trust Subordinate Companion
Loan 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


 






    -482-


     


    

 


(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, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise
or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party
beneficiary hereunder, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor;
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 considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the Subordinate Companion Holder(s) 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 or 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,
that all conditions precedent have been satisfied 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 any Designated Intercreditor Agreement, 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, 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


 



    -483-


     


    

 


 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.


 


(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
or the Trust Subordinate Companion Loan.


 


(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


 



    -484-


     


    

 


 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 3.33 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 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 may
be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(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


 



    -485-


     


    

 


 respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan or the Trust
Subordinate Companion 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 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


 



    -486-


     


    

 


 BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW;
AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY 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 when delivered to (or, in the case of facsimile
or electronic notices, when received by):


 


In
the case of the Depositor:



Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson

Email: daniel.vinson@barclays.com


 


with
a copy to:



Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Steven P. Glynn, Director, Legal Department

Facsimile: (212) 412-7519


 


In
the case of the Master Servicer:



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

Fax Number: (888) 706-3565


 






    -487-


     


    

 


with
a copy to:



Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106 2150

Fax Number: (816)-412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


In
the case of the Special Servicer:



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

Fax Number: (888) 706-3565


 


with
a copy to:



Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106 2150

Fax Number: (816)-412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


In
the case of the Directing Certificateholder:



KKR Real Estate Credit Opportunity Partners II L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

Facsimile number: (212) 750-0003

Attention: Matt Salem

Email: RESecurities@kkr.com


 


with
a copy to:


 


Dechert
LLP

Cira Centre

2929 Arch Street

Philadelphia, Pennsylvania 19104

Attention: David Forti

Email: david.forti@dechert.com


 






    -488-


     


    

 


In
the case of the Third Party Purchaser:



KKR CMBS II Aggregator Type 1 L.P.

9 West 57th Street, Suite 4200

New York, New York 10019

Facsimile number: (212) 750-0003

Attention: Matt Salem

Email: RESecurities@kkr.com


 


with
a copy to:


 


Dechert
LLP

Cira Centre

2929 Arch Street

Philadelphia, Pennsylvania 19104

Attention: David Forti

Email: david.forti@dechert.com


 


In
the case of the Loan-Specific Directing Certificateholder:



Angelo, Gordon & Co.

245 Park Avenue

New York, New York 10167

Attention: Michael Lewin

Email: mlewin@angelogordon.com

Phone: (212) 883-4133


 


In
the case of the Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BBCMS 2020-C6


 


with
a copy to:


 


cts.cmbs.bond.admin@wellsfargo.com,
and to 

trustadministrationgroup@wellsfargo.com


 


In
the case of the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – BBCMS 2020-C6


 






    -489-


     


    

 


with
a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


In
the case of any transfer or surrender of a Risk Retention Certificate pursuant to Article V:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody (CMBS) – BBCMS 2020-C6


 


with
a copy to:



riskretentioncustody@wellsfargo.com


 


In
the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group – BBCMS 2020-C6


 


with
a copy to:


 


cmbscustody@wellsfargo.com


 


In
the case of a surrender, transfer or exchange of a Certificate other than a Risk Retention Certificate:


 


Wells
Fargo Bank, National Association

600 South 4th Street

7th Floor, MAC 9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services – BBCMS Mortgage Trust 2020-C6


 


In
the case of the Mortgage Loan Sellers:


 


		1.	Barclays
                                         Capital Real Estate Inc.

                                         745 Seventh Avenue

                                         New York, New York 10019

                                         Attention: Daniel Vinson, Managing Director

                                         Email: daniel.vinson@barclays.com



 






    -490-


     


    

 


with
a copy to:



Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York

Facsimile No.: (212) 412-7519

Attention: Steven P. Glynn, Legal Department

Email: steven.glynn@barclays.com


 


		2.	Societe
                                         Generale Financial Corporation

                                         245 Park Avenue, 11th Floor

                                         New York, New York 10167

                                         Attention: Jim Barnard

                                         E-mail: US-Glfi-Abp-Cmbs-Notices@sgcib.com



 


with
a copy to:



Societe Generale Financial Corporation

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

E-mail: US-Glfi-Abp-Cmbs-Notices@sgcib.com


 


		3.	Starwood
                                         Mortgage Capital, LLC

                                         1601 Washington Avenue, Suite 800

                                         Miami Beach, Florida 33139

                                         Attention: Leslie K. Fairbanks, Executive Vice President

                                         Email: lfairbanks@starwood.com



 


with
a copy to:



Starwood Property Trust, Inc.

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Vincent P. Kallaher, Senior Vice President

Email vkallaher@starwood.com


 


with
a copy to:



Starwood Property Trust, Inc.

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Attention: Heather Bennett

Email: hbennett@starwood.com


 






    -491-


     


    

 


with
a copy by email to:



lnr.cmbs.notices@lnrproperty.com


 


and,
with respect to certifications pursuant to Section 2.03 of this Agreement, with a copy to:


 


McCoy
& Orta

100 N. Broadway, 26th Floor

Oklahoma City, Oklahoma 73102


 


with
a copy by email to: vorta@mccoy-orta.com


 


and
with a copy to:


 


Marcia
Moore Allen

Facsimile: (405) 236 – 1448


 


In
the case of the Retaining Sponsor, the Pooled Risk Retention Consultation Party and the F5T-VRR-A Risk Retention Consultation
Party:


 


Barclays
Capital Real Estate Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com


 


with
a copy to:



Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, New York

Facsimile No.: (212) 412-7519

Attention: Steven P. Glynn, Legal Department

Email: steven.glynn@barclays.com


 


In
the case of the F5T-VRR-B Risk Retention Consultation Party:


 


Deutsche
Bank AG, New York Branch

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye

Email: cmbsinfo@list.db.com


 






    -492-


     


    

 


In
the case of the Operating Advisor and the Asset Representations Reviewer:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: BBCMS 2020-C6 Transaction Manager


 


with
a copy sent via email to: notices@pentalphasurveillance.com with BBCMS 2020-C6 in the subject line


 


with
a copy to:


 


Bass,
Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay H. Knight

Email: jknight@bassberry.com


 


In
the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


 


In
the case of any 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 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.


 






    -493-


     


    

 


Any
notices to the Rating Agencies shall be sent to the following addresses:



Fitch Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


DBRS,
Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492


 


E-mail:
cmbs.surveillance@dbrs.com


 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

E-mail: CMBS_Info_17g5@spglobal.com


 


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, whether now owned or existing or hereafter acquired or arising, the Conveyed Property and all proceeds
thereof and (ii) this Agreement shall constitute a security agreement under applicable law. 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 Additional
Repurchase Obligor under a Mortgage Loan Purchase Agreement, each guarantor of a Mortgage


 



    -494-


     


    

 


 Loan Seller’s obligations under
the applicable Mortgage Loan Purchase Agreement, 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
3.33 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 Paying Agent 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.


 


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


 






    -495-


     


    

 


(iv)       the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller or Additional Repurchase Obligor pursuant
to Section 5 or Section 19, as applicable, 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 or Trust Subordinate Companion Loan with respect to an assumption of the
Mortgage Loan or Trust Subordinate Companion 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 or Trust Subordinate Companion 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.


 


(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 Mortgage Loan and Trust Subordinate Companion Loan (other than any Non-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 or Trust Subordinate Companion
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


 



    -496-


     


    

 


 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.


 


Section
13.11   Recognition of U.S. Special Resolution Regimes.


 


(i)          In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement
(and any interest and obligation in or under, and any property securing, this Agreement) from such Covered Party will be effective
to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement (and any interest
and obligation in or under, and any property securing, this Agreement) were governed by the laws of the United States or a State
of the United States.


 


(ii)         In the event that a Covered Party or any BHC Affiliate of such Covered Party becomes subject to a proceeding under a U.S. Special
Resolution Regime, Default Rights under this Agreement that may be exercised against such Covered Party are permitted to be exercised
to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were
governed by the laws of the United States or a State of the United States.


 


(iii)        For the purposes of this Section 13.11 and Section 13.12, the following definitions apply:


 


“BHC
Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,
12 U.S.C. §1841(k).


 


“Covered
Party” means any party to this Agreement that is one of the following: (i) a “covered entity” as that term
is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is
defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12
C.F.R. Part 47 applies in accordance with 12 C.F.R. §47.3(b); or (iii) a “covered FSI” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. §382.2(b).


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81,
47.2 or 382.1, as applicable.


 


“U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.


 






    -497-


     


    

 


Section
13.12   Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings.


 


(i)          Notwithstanding anything to the contrary in this Agreement or any other agreement, but subject to the requirements of Section
13.12, no party to this Agreement shall be permitted to exercise any Default Right against a Covered Party with respect to
this Agreement that is related, directly or indirectly, to a BHC Affiliate of such party becoming subject to a receivership, insolvency,
liquidation, resolution, or similar proceeding (each an “Insolvency Proceeding”), except to the extent the exercise
of such Default Right would be permitted under the creditor protection provisions of 12 C.F.R. § 252.84, 12 C.F.R. §
47.5, or 12 C.F.R. § 382.4, as applicable.


 


(ii)         After a BHC Affiliate of a Covered Party has become subject to Insolvency Proceedings, if any party to this Agreement seeks to
exercise any Default Right against such Covered Party with respect to this Agreement, the party seeking to exercise a Default
Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder.


 


Section
13.13   PNC Bank, National Association. PNC Bank, National Association, by execution hereof by its division,
Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon
and enforceable against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to
Midland Loan Services, a Division of PNC Bank, National Association.


 


[End
of Article XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 






    -498-


     


    





 



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.


  


	 	BARCLAYS
                                         COMMERCIAL MORTGAGE SECURITIES LLC,

Depositor
	 	 	 	 
		By:	/s/
    Daniel Vinson
	 	 	Name:	Daniel
                                         Vinson
	 	 	Title:	Chief
                                         Executive Officer



 





	 	MIDLAND LOAN SERVICES, A DIVISION
    

OF PNC BANK, NATIONAL ASSOCIATION, 

 Master Servicer
	 	 
	 	By:	/s/
                                                                     David A. Eckels

	 	 	Name: David A. Eckels
	 	 	Title:   Senior Vice President


 





	 	MIDLAND LOAN SERVICES, A DIVISION
    

OF PNC BANK, NATIONAL ASSOCIATION, 

Special Servicer
	 	 
	 	By:	/s/
                                                                     David A. Eckels

	 	 	Name: David A. Eckels
	 	 	Title:   Senior Vice President


 






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2020-C6: Pooling and Servicing Agreement


 



     


     


    





 


	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity, but solely as Certificate
                                         Administrator
	 	 	 	 
		By:	/s/
    Anna M. Lopez
	 	 	Name:	Anna
                                         M. Lopez
	 	 	Title:	Vice
                                         President



  





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,

                                         not in its individual capacity, but solely as Trustee
	 	 	 	 
		By:	/s/
    Anna M. Lopez
	 	 	Name:	Anna
                                         M. Lopez
	 	 	Title:	Vice
                                         President


 





	 	PENTALPHA
                                         SURVEILLANCE LLC,

                                          Operating Advisor
	 	 	 	 
		By:	/s/
    James Callahan
	 	 	Name:	James
                                         Callahan
	 	 	Title:	Executive
                                         Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC


 





	 	PENTALPHA SURVEILLANCE LLC,

 Asset Representations Reviewer
	 	 	 	 
		By:	/s/
    James Callahan
	 	 	Name:	James
                                         Callahan
	 	 	Title:	Executive
                                         Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC


 


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	STATE OF		)
	 		)      ss.:
	COUNTY OF		)



 





On
the 6th day of February in the year 2020, before me, the undersigned, personally appeared Daniel Vinson, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to
the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument,
and that such individual made such appearance before the undersigned in the New York, NY (insert the city or other political subdivision
and the state or county or other place the acknowledgment was taken).





 





	 	/s/ Mercedes Otero
	 	Signature and Office of individual taking acknowledgment



 


This instrument prepared by:






			MERCEDES OTERO
	Name:	Cadwalader, Wickersham & Taft LLP	NOTARY PUBLIC-STATE OF NEW YORK
	Address:	200 Liberty Street	No. 01OT6348948
	 	New York, New York 10281	Qualified in New York County
	 	 	My Commission Expires 10-11-2020



 


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	STATE OF KANSAS	)	 
	 	)      ss.	 
	COUNTY OF JOHNSON	)	 


 


On
this 5th day of February 2020, before me, a notary public in and for said State, personally appeared David A. Eckels,
known to me to be a Senior Vice President of Midland Loan Services, a Division of PNC Bank, National Association, one of the
entities that executed the within instrument, and also known to me to be the person who executed it on behalf of such entity,
and acknowledged to me that such entity executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	NOTARY
    PUBLIC - State of Kansas	 	/s/
Laura Escalante

	 LAURA ESCALANTE 	 	Notary Public
	My Appt. Expires 08/14/2021	 	 


 


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	STATE OF KANSAS	)	 
	 	)      ss.	 
	COUNTY OF JOHNSON	)	 


 


On
this 5th day of February 2020, before me, a notary public in and for said State, personally appeared David A. Eckels,
known to me to be a Senior Vice President of Midland Loan Services, a Division of PNC Bank, National Association, one of the
entities that executed the within instrument, and also known to me to be the person who executed it on behalf of such entity,
and acknowledged to me that such entity executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	NOTARY
    PUBLIC - State of Kansas	 	/s/
Laura Escalante

	 LAURA ESCALANTE 	 	Notary Public
	My Appt. Expires 08/14/2021	 	 


 


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	STATE
    OF MARYLAND	)
	 	)     ss.:
	COUNTY
    OF HOWARD	)


 


On
the 4th day of February in the year 2020, before me, the undersigned, personally appeared Anna M. Lopez,  personally
known to me or Proved to me on the
basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s)
on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument,
and that such individual made such appearance before the undersigned.


 


	 	 	/s/
    Andrew Crews
	 	Signature and Office
    of individual taking 

    acknowledgment
	 	 
	This instrument prepared by:	ANDREW CREWS
	 	NOTARY
PUBLIC
	Name:	Cadwalader, Wickersham & Taft LLP	CECIL
    COUNTY, MD 
	Address:	200 Liberty Street	MY
    COMMISSION EXPIRES OCTOBER 27, 2021
	 	New York, New York 10281	



 





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	STATE
    OF MARYLAND	)
	 	)     ss.:
	COUNTY
    OF HOWARD	)


 


On
the 4th day of February in the year 2020, before me, the undersigned, personally appeared Anna M. Lopez,  personally
known to me or Proved to me on the
basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s)
on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument,
and that such individual made such appearance before the undersigned.


 


	 	 	/s/
    Andrew Crews
	 	Signature and Office
    of individual taking 

    acknowledgment
	 	 
	This instrument prepared by:	ANDREW CREWS
	 	NOTARY
PUBLIC
	Name:	Cadwalader, Wickersham & Taft LLP	CECIL COUNTY, MD
	Address:	200 Liberty Street	MY
COMMISSION EXPIRES OCTOBER 27, 2021
	 	New York, New York 10281	



 


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	STATE OF CONNECTICUT	)
	 	) ss.:
	COUNTY OF FAIRFIELD	)


 


On the 19th day of February in the
year 2020, before me, the undersigned, personally appeared James Callahan, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in Greenwich,
Connecticut.


 





	 	/s/ Melonie S. Williams
	 	NOTARY PUBLIC in and for the
	 	State of Connecticut


 


[SEAL]


 


My commission expires: 7-31-2024


 





	MELONIE S. WILLIAMS	 	 
	Notary Public	 	 
	Connecticut	 	 
	My Commission Expires July 31, 2024	 	 



 





 



 


This instrument prepared by:



 





	Name:	Cadwalader, Wickersham & Taft LLP	 
	Address:	200 Liberty Street	 
	 	New York, New York 10281	 


 


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	STATE OF CONNECTICUT	)
	 	)      ss.:
	COUNTY OF FAIRFIELD	)


 


On the 19th day of
February in the year 2020, before me, the undersigned, personally appeared James Callahan, personally
known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument,
and that such individual made such appearance before the undersigned in Greenwich, Connecticut.


 





	 	/s/ Melonie S. Williams
	 	NOTARY PUBLIC in and for the
	 	State of Connecticut


 


 


[SEAL]


 


My commission expires: 7-31-2024


 





	MELONIE S. WILLIAMS	 	 
	Notary Public	 	 
	Connecticut	 	 
	My Commission Expires July 31, 2024	 	 



 





 



 


This instrument prepared by:



 





	Name:	Cadwalader, Wickersham & Taft LLP	 
	Address:	200 Liberty Street	 
	 	New York, New York 10281	 




 


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EXHIBIT A-1

FORM OF POOLED CERTIFICATE (OTHER THAN CLASS R AND CLASS S CERTIFICATES, THE VRR INTEREST AND THE F5T-VRR INTEREST)

 

CLASS [__]

 

BBCMS MORTGAGE TRUST 2020-C6

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2020-C6, CLASS [__]

 


[FOR CLASS F-RR, CLASS G-RR, CLASS H-RR, CLASS J-RR AND CLASS NR-RR CERTIFICATES: THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).  THE INITIAL PURCHASER OF 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.]

 

[FOR PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-SB, A-3, A-4, X-A, X-B, A-S, B AND C): 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.]1

 

 

[FOR BOOK-ENTRY CERTIFICATES: 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,

 


 



 

1 Temporary Regulation S Book-Entry Certificate legend.



A-1-1




 




 

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.]2

 

[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.]3

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY 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 NOR THE TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

[FOR PRINCIPAL BALANCE CERTIFICATES: 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.]

 

[FOR PRIVATELY OFFERED CERTIFICATES (CERTIFICATES OTHER THAN CLASSES A-1, A-2, A-SB, A-3, A-4, X-A, X-B, A-S, B AND C): 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

 

 


 



 

2 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.
3 Book-Entry Certificate legend.

 



A-1-2




 




 

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 AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” 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 CLASS G-RR, CLASS H-RR, CLASS J-RR AND CLASS NR-RR CERTIFICATES: 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 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.

 



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[FOR PRINCIPAL BALANCE CERTIFICATES: 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 POOLED NON-VRR 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: THIS [CLASS X-A][CLASS X-B][CLASS X-D] CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL.]

 

[FOR CLASS X-A CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-SB AND CLASS A-4 CERTIFICATES.  ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]

 

[FOR CLASS X-B CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-S, CLASS B AND CLASS C CERTIFICATES.  ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]

 

[FOR CLASS X-D CERTIFICATES: THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS D AND CLASS E CERTIFICATES.  ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.]

 

[FOR CLASS X CERTIFICATES: THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS [X-A][X-B][X-D] CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS.  ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]

 



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[FOR SUBORDINATE CERTIFICATES (CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F-RR, CLASS G-RR, CLASS H-RR, CLASS J-RR AND CLASS NR-RR):  THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

 



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PASS-THROUGH RATE: [FOR FIXED CLASSES: [____]% per annum] [FOR WAC, WAC CAP AND CLASS X CERTIFICATES: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT]

 

INITIAL [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE:  $[            ]

 

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF FEBRUARY 1, 2020

 

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: FEBRUARY 19, 2020

 

FIRST DISTRIBUTION DATE: MARCH 17, 2020

 

APPROXIMATE AGGREGATE   [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES 
AS OF THE CLOSING DATE: $[_________]

	
MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR:  PENTALPHA SURVEILLANCE LLC

 

ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

 

CUSIP NO.: [            ]

 

ISIN NO.:  [            ]

 

COMMON CODE:  [            ]

 

CERTIFICATE NO.:  [_] - ______




 

 



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CLASS [__] CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan 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 the Trust Subordinate Companion Loan 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 VRR Certificate Gain-on-Sale Reserve Account, the F5 Tower VRR Gain-on-Sale Reserve Account, the F5 Tower Non-VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by

 

BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC

 

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 February 1, 2020 (the “Pooling and Servicing Agreement”), between BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC (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][Notional Amount] of the Class [__] Certificates.  The Certificates are designated as the BBCMS MORTGAGE TRUST 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6 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



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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 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”).  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 [FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-3, A-SB, A-4, A-S, B, C, D, E,  F-RR, G-RR, H-RR, J-RR AND NR-RR): principal and] 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.  [FOR CLASS A-1, A-2, A-3, A-SB, A-4, X-A, X-B, A-S, B, C, X-D, D AND E CERTIFICATES: 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 Class [__] Pass-Through Rate specified above on the [Certificate Balance][Notional Amount] of this Certificate immediately prior to each Distribution Date.  [FOR CLASS X CERTIFICATES: Interest][FOR PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-2, A-3, A-SB, A-4, A-S, B, C, D, E, F-RR, G-RR, H-RR, J-RR AND NR-RR): 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 Pooled Non-VRR 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 and the Trust Subordinate Companion Loan 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 and the Trust Subordinate Companion Loan 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 Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with



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respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.  Amounts on deposit in such accounts may be invested in Permitted Investments.  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, the Trust Subordinate Companion Loan and administration of the Trust Fund.

 

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 previously allocated to this Certificate) shall be made in like manner, but only upon presentation 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 Section 4.01(k) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six 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 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 Section 4.01(k) of 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



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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 CLASS A-1, A-2, A-3, A-SB, A-4, A-S, B AND C: 10,000 initial Certificate Balance][FOR CLASS D, E, F-RR, G-RR, H-RR, J-RR AND NR-RR CERTIFICATES: 100,000 initial Certificate Balance] [FOR CLASS X-A, X-B AND X-D CERTIFICATES: 1,000,000 initial Notional Amount], 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][Notional Amount] 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 may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)        to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)      to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing 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, as evidenced in writing by an Opinion of Counsel at the expense of the

 



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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 provisions of the Pooling and Servicing Agreement 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, 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 or Companion Holder;

 

(v)       to modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement 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 the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any 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 of the Pooling and Servicing Agreement);

 

(vii)     to amend or supplement any provision of the Pooling and Servicing Agreement 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 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material respect the interests of

 



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any Certificateholder 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 of the Pooling and Servicing Agreement (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, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust 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 of the Pooling and Servicing Agreement);

 

(ix)     to modify the procedures of the Pooling and Servicing 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, 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) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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

 

(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 risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.

 

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, related Additional Repurchase Obligor or related guarantor under any



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Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing 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 or Trust Subordinate Companion Loan 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, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor; 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 considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.



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Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied 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 the Pooling and Servicing Agreement may be made that changes any provision specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent of the holder of the related Companion Loan(s).

 

The Holders 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), the Trust Subordinate Companion 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 Stated Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if such right is being exercised after the Distribution Date in January 2030 and the F5 Tower Mortgage Loan or Advance Auto Parts Mortgage Loan is still an asset of the Trust, then such Mortgage Loans will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate initial pool balance).

 

Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-S, Class B,
Class C and Class D Certificates are no longer outstanding (and provided that there is only one Holder (or
multiple Holders acting in unanimity) of the then-outstanding Non-VRR Certificates (other than the Class R Certificates and
Class S Certificates), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange
all of its Non-VRR Certificates (other than the Class R Certificates and Class S Certificates together with the payment or
deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan 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

 



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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’s, 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, the Mortgage Loans or the Trust Subordinate Companion Loan.

 

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-1-15




 




 

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: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	February 19, 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: 	 
	 	 	AUTHORIZED SIGNATORY




 



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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	Under
        Uniform Gifts to Minors
	 	 	  tenants in 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.





 





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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-1-18




 




 

EXHIBIT A-2

FORM OF CLASS R CERTIFICATE

 

CLASS R

 

BBCMS MORTGAGE TRUST 2020-C6

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2020-C6, 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 MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY 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 NOR THE TRUST SUBORDINATE COMPANION LOAN 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.

 



A-2-1




 




 

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, 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 THE “RESIDUAL INTERESTS” IN THREE “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

 



A-2-2




 




 

 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 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:  [100%]

 

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF FEBRUARY 1, 2020

 

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: FEBRUARY 19, 2020

 

FIRST DISTRIBUTION DATE:  MARCH 17, 2020

	
MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR:  PENTALPHA SURVEILLANCE LLC

 

ASSET REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

 

CUSIP NO.:  [            ]

 

ISIN NO.:  [            ]

 

COMMON CODE:  [            ]

 

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”) and a separate subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan 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 VRR Certificate Gain-on-Sale Reserve Account, the F5 Tower VRR Gain-on-Sale Reserve Account, the F5 Tower Non-VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by

 

BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC

 

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 February 1, 2020 (the “Pooling and Servicing Agreement”), between BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC (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 percentage interest specified on the face hereof.  The Certificates are designated as the BBCMS MORTGAGE TRUST 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6 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 the “residual interests” in three “real estate mortgage investment conduits”, as those terms are defined, respectively, in Sections 860G(a)(1)



A-2-5




 




 

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 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 is hereby designated as the “partnership representative” (within the meaning of Section 6223 of the Code) of each Trust REMIC.  Each holder of this Certificate, by acceptance hereof, consents to the Certificate Administrator making any elections allowed under the Code (a) to avoid the application of Section 6221 (or successor provision) to the Trust REMICs and (b) to avoid payment by the Trust REMICs under Section 6225 of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on a Holder of this Certificate.  Each Holder of this Certificate, by acceptance hereof, agrees to any such elections and to reasonably cooperate with the Certificate Administrator in connection with any such elections the Certificate Administrator determines in its discretion are necessary or advisable.

 

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) thereof 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.  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, the Trust Subordinate Companion Loan and administration of the Trust Fund.

 

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 previously allocated to this Certificate) shall be made in like manner, but only

 



A-2-6




 




 

upon presentation 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 Section 4.01(k) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six 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 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 Section 4.01(k) of 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 using the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and each Person acquiring any Ownership Interest in a Class R Certificate 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 require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, (I) an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other

 



A-2-7




 




things, that such Transferee is not a Disqualified Organization or Agent thereof or a Disqualified Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(p) of the Pooling and Servicing Agreement and agrees to be bound by them and (II) a representation letter, substantially in the form attached to the Pooling and Servicing Agreement as Exhibit F-2 from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not an ERISA Prohibited Holder; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Disqualified Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such 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 may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)         to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;



A-2-8




 




 

(ii)     to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing 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, 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 provisions of the Pooling and Servicing Agreement 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, 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 or Companion Holder;

 

(v)       to modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement 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 the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any 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 of the Pooling and Servicing Agreement);

 



A-2-9




 




 

(vii)     to amend or supplement any provision of the Pooling and Servicing Agreement 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 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder 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 of the Pooling and Servicing Agreement (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, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust 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 of the Pooling and Servicing Agreement);

 

(ix)     to modify the procedures of the Pooling and Servicing 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, 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) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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



A-2-10




 




 

(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 risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.

 

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, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing 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 or Trust Subordinate Companion Loan 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, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor; or

 



A-2-11




 




 

(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 considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied 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 the Pooling and Servicing Agreement may be made that changes any provision specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent of the holder of the related Companion Loan(s).

 

The Holders 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), the Trust Subordinate Companion 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 Stated Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if such right is being exercised after the Distribution Date in January 2030 and the F5 Tower Mortgage Loan or Advance Auto Parts Mortgage Loan is still an asset of the Trust, then such Mortgage Loans will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate initial pool balance).

 

Following the date on which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-S, Class B, Class C and Class D Certificates are no longer outstanding (and

 



A-2-12




 




 

provided that
there is only one Holder (or multiple Holders acting in unanimity) of the then-outstanding Non-VRR Certificates (other than
the Class R Certificates and Class S Certificates), the Sole Certificateholder shall have the right, with the consent of the
Master Servicer, to exchange all of its Non-VRR Certificates (other than the Class R Certificates and Class S Certificates
together with the payment or deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans, the Trust
Subordinate Companion Loan 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’s, 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, the Mortgage Loans or the Trust Subordinate Companion Loan.

 

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.

 



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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: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	February 19, 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: 	 
	 	 	AUTHORIZED SIGNATORY




 






A-2-14




 




 

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	Under
        Uniform Gifts to Minors
	 	 	  tenants in 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-2-15




 




 


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-2-16




 




 

EXHIBIT A-3

FORM OF CLASS S CERTIFICATE

 

CLASS S

 

BBCMS MORTGAGE TRUST 2020-C6

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2020-C6, CLASS S

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY 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 NOR THE TRUST SUBORDINATE COMPANION LOAN 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 AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” 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.

 



A-3-1




 




 

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, 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 A GRANTOR TRUST THAT HOLDS THE EXCESS INTEREST AND RELATED AMOUNTS IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT.

 

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 FEBRUARY 1, 2020

 

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: FEBRUARY 19, 2020

 

FIRST DISTRIBUTION DATE:  MARCH 17, 2020

	
MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

OPERATING ADVISOR:  PENTALPHA SURVEILLANCE LLC

 

ASSET REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE LLC

 

CUSIP NO.:  [            ]

 

ISIN NO.:  [            ]

 

CERTIFICATE NO.:  S-____




 



A-3-3




 




CLASS S CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan 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 the Trust Subordinate Companion Loan 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 VRR Certificate Gain-on-Sale Reserve Account, the F5 Tower VRR Gain-on-Sale Reserve Account, the F5 Tower Non-VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by

 

BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC

 

THIS CERTIFIES THAT [____________________] is the registered owner of the interest evidenced by this Certificate in the Class S Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”), between BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC (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 percentage interest specified on the face hereof.  The Certificates are designated as the BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6 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.



A-3-4




 




 

This Certificate represents an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess Interest Distribution Account.  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 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.  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, the Trust Subordinate Companion Loan 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 previously allocated to this Certificate) shall be made in like manner, but only upon presentation 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

 



A-3-5




 




 

given pursuant to Section 4.01(k) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six 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 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 Section 4.01(k) of 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 S Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 1% and multiples of 0.01% 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 may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:



A-3-6




 




 

(i)         to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)     to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing 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, 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 provisions of the Pooling and Servicing Agreement 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, 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 or Companion Holder;

 

(v)       to modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement 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 the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced



A-3-7




 




 

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 of the Pooling and Servicing Agreement);

 

(vii)     to amend or supplement any provision of the Pooling and Servicing Agreement 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 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder 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 of the Pooling and Servicing Agreement (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, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust 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 of the Pooling and Servicing Agreement);

 

(ix)     to modify the procedures of the Pooling and Servicing 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, 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) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;



A-3-8




 




 

(x)       to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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

 

(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 risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.

 

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, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing 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 or Trust Subordinate Companion Loan 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, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase



A-3-9




 




 

Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor; 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 considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied 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 the Pooling and Servicing Agreement may be made that changes any provision specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent of the holder of the related Companion Loan(s).

 

The Holders 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), the Trust Subordinate Companion 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 Stated Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if such right is being exercised after the Distribution Date in January 2030 and the F5 Tower Mortgage Loan or Advance Auto Parts Mortgage Loan is still an asset of

 



A-3-10




 




the Trust, then such Mortgage Loans will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate initial pool balance).

 

Following
the date on which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-S, Class B,
Class C and Class D Certificates are no longer outstanding (and provided that there is only one Holder (or
multiple Holders acting in unanimity) of the then-outstanding Non-VRR Certificates (other than the Class R Certificates and
Class S Certificates), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange
all of its Non-VRR Certificates (other than the Class R Certificates and Class S Certificates together with the payment or
deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan 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’s, 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, the Mortgage Loans or the Trust Subordinate Companion Loan.

 

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-3-11




 




 


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: 	 
	 	 	AUTHORIZED SIGNATORY


 





		Dated:	February 19, 2020



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY



 






A-3-12




 




 


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	Under
        Uniform Gifts to Minors
	 	 	  tenants in 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-3-13




 




 



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-3-14




 




 


EXHIBIT A-4

 

FORM OF VRR INTEREST

 

VRR INTEREST

 

BBCMS
MORTGAGE TRUST 2020-C6

 

COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES
2020-C6, VRR INTEREST

 

THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE VERTICAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.  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. 

 

[FOR BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE POOLED TRANSFER RESTRICTION PERIOD: 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.]1

 

[FOR BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE POOLED TRANSFER RESTRICTION PERIOD: 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

 


 





1 
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

 



A-4-1




 




 

 

ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY RISK RETENTION CONSULTATION PARTY, 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 NOR THE TRUST SUBORDINATE COMPANION LOAN 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 THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

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 AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” 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.

 


 





2 
     Book-Entry Certificate legend. 

 



A-4-2




 




 

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.  

 

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 (A) 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 (B) AN INTEREST IN THE GRANTOR TRUST REPRESENTING THE RIGHT TO RECEIVE EXCESS INTEREST.

 

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 POOLED VRR PRINCIPAL DISTRIBUTION AMOUNT.  ACCORDINGLY, THE CERTIFICATE 

 



A-4-3




 




 

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. 

 



A-4-4




 




 

 

	
PASS-THROUGH
RATE: POOLED WEIGHTED AVERAGE NET MORTGAGE RATE

INITIAL CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING
DATE:  $[            ]

DATE OF POOLING AND SERVICING
AGREEMENT:  AS OF FEBRUARY 1, 2020

 

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

 

CLOSING DATE: FEBRUARY 19, 2020

 

FIRST DISTRIBUTION DATE: MARCH 17, 2020

 

APPROXIMATE AGGREGATE 
CERTIFICATE BALANCE OF THE VRR INTEREST
AS OF THE CLOSING DATE:  $[__]

	
 

	
MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

SPECIAL SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

OPERATING ADVISOR:  PENTALPHA SURVEILLANCE LLC

ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

CUSIP NO.: [_____]

CERTIFICATE NO.:  VRR-[_]




 

 



A-4-5




 




 

VRR
INTEREST

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan 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 VRR Certificate Gain-on-Sale Reserve Account, the F5 Tower VRR Gain-on-Sale Reserve Account, the F5 Tower Non-VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by

 

BARCLAYS
COMMERCIAL MORTGAGE SECURITIES LLC

 

THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE POOLED TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [               ] is the registered owner of the interest evidenced by this Certificate in the VRR Interest issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”), among BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC (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 VRR Interest.  The Certificates are designated as the BBCMS MORTGAGE TRUST 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6 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-4-6




 




 

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 (a) 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 (b) an interest in the Grantor Trust representing the right to receive Excess Interest.  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 rate set forth in the Pooling and Servicing Agreement specified above 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 Pooled VRR 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 and the Trust Subordinate Companion Loan 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 and the Trust Subordinate Companion Loan 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 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 Accounts 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 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.  Interest or other investment income earned on funds in the Collection Accounts will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement.  As provided in the Pooling

 



A-4-7




 




 

and Servicing Agreement, withdrawals from the Collection Accounts 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, the Trust Subordinate Companion Loan and administration of the Trust Fund.

 

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 VRR Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentation 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 Section 4.01(k) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six 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 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 Section 4.01(k) of 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 and (ii) a certificate from the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.

 

The VRR Interest will be issued in fully registered, certificated form in minimum denominations of $10,000, 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.

 



A-4-8




 




 

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 may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)             to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)           to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing 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, 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 provisions of the Pooling and Servicing Agreement 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, 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 or Companion Holder;

 



A-4-9




 




 

(v)           to modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement 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 the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any 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 of the Pooling and Servicing Agreement);

 

(vii)         to amend or supplement any provision of the Pooling and Servicing Agreement 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 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder 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 of the Pooling and Servicing Agreement (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, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust 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

 



A-4-10




 




 

any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);

 

(ix)           to modify the procedures of the Pooling and Servicing 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, 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) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)            to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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

 

(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 risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.

 

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, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing 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 or Trust Subordinate Companion Loan 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

 



A-4-11




 




 

(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, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor; 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 considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied 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 the Pooling and Servicing Agreement may be made that changes any provision specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent of the holder of the related Companion Loan(s).

 

The Holders 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), the Trust Subordinate Companion Loan and

 



A-4-12




 




 

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 Stated Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if such right is being exercised after the Distribution Date in January 2030 and the F5 Tower Mortgage Loan or Advance Auto Parts Mortgage Loan is still an asset of the Trust, then such Mortgage Loans will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate initial pool balance).

 

Following the
date on which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-S, Class B,
Class C and Class D Certificates are no longer outstanding (and provided that there is only one Holder (or
multiple Holders acting in unanimity) of the then-outstanding Non-VRR Certificates (other than the Class R Certificates and
Class S Certificates), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange
all of its Non-VRR Certificates (other than the Class R Certificates and Class S Certificates together with the payment or
deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan 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, the Mortgage Loans or the Trust Subordinate Companion Loan.

 

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-4-13




 




 




 


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: 	 
	 	 	AUTHORIZED
    SIGNATORY


 





		Dated:	February
                                         19, 2020



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS THE VRR INTEREST REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED
    SIGNATORY


 



A-4-14




 




 

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	Under
    Uniform Gifts to Minors
	 	 	tenants
    in 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-4-15




 




 

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-4-16




 




 

EXHIBIT A-5

 

FORM OF CERTIFICATE FOR CLASS F5T-A, CLASS F5T-B, CLASS F5T-C AND CLASS F5T-D 

 

CLASS [__]

 

BBCMS
MORTGAGE TRUST 2020-C6

 

COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES
2020-C6, CLASS F5T-[__]

 

[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.]1

 

[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.]2

 

[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-5-1




 




 

 SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY 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 NOR THE TRUST SUBORDINATE COMPANION LOAN 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 THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

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 AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” 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 CLASS F5T-C AND F5T-D CERTIFICATES: THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY

 


 





3 
     Book-Entry Certificate legend.

 



A-5-2




 




 

 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 (A) 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 (B) AN INTEREST IN THE GRANTOR TRUST REPRESENTING THE RIGHT TO RECEIVE EXCESS INTEREST.

 

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 TRUST SUBORDINATE COMPANION LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE F5 TOWER NON-VRR 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.



A-5-3




 




 

 

	
PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

INITIAL CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE:  $[            ]

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF FEBRUARY 1, 2020

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

CLOSING DATE: FEBRUARY 19, 2020

FIRST DISTRIBUTION DATE: MARCH 17, 2020

APPROXIMATE AGGREGATE   [CERTIFICATE BALANCE] OF THE CLASS F5T-[__] CERTIFICATES AS OF THE CLOSING DATE: $[_________]

	
 

	
MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

SPECIAL SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

OPERATING ADVISOR:  PENTALPHA SURVEILLANCE LLC

ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

CUSIP NO.: [            ]

ISIN NO.:  [            ]

COMMON CODE:  [            ]

CERTIFICATE NO.:  F5T-[_] - ______




 



A-5-4




 




 

CLASS
F5T-[__] CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan 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 the Trust Subordinate Companion Loan 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 VRR Certificate Gain-on-Sale Reserve Account, the F5 Tower VRR Gain-on-Sale Reserve Account, the F5 Tower Non-VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by

 

BARCLAYS
COMMERCIAL MORTGAGE SECURITIES LLC

 

THIS CERTIFIES THAT [_______] is the registered owner of the interest evidenced by this Certificate in the Class F5T-[__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”), between BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC (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 Class F5T-[__] Certificates.  The Certificates are designated as the BBCMS MORTGAGE TRUST 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6 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.

 



A-5-5




 




 

This Certificate represents (a) 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 (b) an interest in the Grantor Trust representing the right to receive Excess Interest.  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 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.

 

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 Class F5T-[__] Pass-Through Rate specified above 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 F5 Tower Non-VRR 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 and the Trust Subordinate Companion Loan 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 and the Trust Subordinate Companion Loan 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 Trust Subordinate Companion Loan and Excess Interest actually collected on the Trust Subordinate Companion Loan, 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.  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



A-5-6




 




 

incurred with respect to the servicing of the Mortgage Loans, the Trust Subordinate Companion Loan and administration of the Trust Fund.

 

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 previously allocated to this Certificate) shall be made in like manner, but only upon presentation 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 Section 4.01(k) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six 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 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 Section 4.01(k) of 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.

 

Subject to the terms of the Pooling and Servicing Agreement, the Class F5T-[__] Certificates will be issued in minimum denominations of $100,000 initial Certificate Balance, and

 



A-5-7




 




 

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 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 may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)             to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)           to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing 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, 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 provisions of the Pooling and Servicing Agreement 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, any Trust REMIC or the Grantor Trust; provided that

 



A-5-8




 




 

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  or Companion Holder;

 

(v)          to modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement 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 the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any 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 of the Pooling and Servicing Agreement);

 

(vii)          to amend or supplement any provision of the Pooling and Servicing Agreement 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 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder 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 of the Pooling and Servicing Agreement (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, the Directing Certificateholder, determine that the commercial mortgage-backed securities

 



A-5-9




 




 

industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust 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 of the Pooling and Servicing Agreement);

 

(ix)          to modify the procedures of the Pooling and Servicing 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, 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) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)           to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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

 

(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 risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.

 

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, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to 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

 



A-5-10




 




 

Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing 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 or Trust Subordinate Companion Loan 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, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor; 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 considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied 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

 



A-5-11




 




 

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 the Pooling and Servicing Agreement may be made that changes any provision specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent of the holder of the related Companion Loan(s).

 

The Holders 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), the Trust Subordinate Companion 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 Stated Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if such right is being exercised after the Distribution Date in January 2030 and the F5 Tower Mortgage Loan or Advance Auto Parts Mortgage Loan is still an asset of the Trust, then such Mortgage Loans will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate initial pool balance).

 

Following the
date on which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-S, Class B,
Class C and Class D Certificates are no longer outstanding (and provided that there is only one Holder (or
multiple Holders acting in unanimity) of the then-outstanding Non-VRR Certificates (other than the Class R Certificates and
Class S Certificates), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange
all of its Non-VRR Certificates (other than the Class R Certificates and Class S Certificates together with the payment or
deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan 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’s, living on the date hereof.

 



A-5-12




 




 

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, the Mortgage Loans or the Trust Subordinate Companion Loan.

 

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-5-13




 




 

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: 	 
	 	 	AUTHORIZED
    SIGNATORY


 





		Dated:	February
                                         19, 2020



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS F5T-[__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED
    SIGNATORY




 


    A-5-14


     


    
 

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	Under
    Uniform Gifts to Minors
	 	 	tenants
    in 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-5-15


     


    
 

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-5-16


     


    
 

EXHIBIT A-6

 

FORM OF F5T-VRR INTEREST

 

F5T-VRR INTEREST

 

BBCMS
MORTGAGE TRUST 2020-C6

 

COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES
2020-C6, F5T-VRR INTEREST

 

THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE VERTICAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.  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. 

 

[FOR BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE LOAN-SPECIFIC TRANSFER RESTRICTION PERIOD: 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.]1

 

[FOR BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE LOAN-SPECIFIC TRANSFER RESTRICTION PERIOD: 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

 


 





1 
     Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


    A-6-1


     


    
 

 ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGORS, THE SPONSORS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, ANY RISK RETENTION CONSULTATION PARTY, 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 NOR THE TRUST SUBORDINATE COMPANION LOAN 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 THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

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 AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” 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.

 


 





2 
     Book-Entry Certificate legend.



A-6-2




 




 

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.  

 

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 (A) 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 (B) AN INTEREST IN THE GRANTOR TRUST REPRESENTING THE RIGHT TO RECEIVE EXCESS INTEREST.

 

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 TRUST SUBORDINATE COMPANION LOAN FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE TRUST SUBORDINATE COMPANION LOAN THAT RESULTED IN A REDUCTION OF THE F5 TOWER VRR PRINCIPAL DISTRIBUTION AMOUNT.  ACCORDINGLY, THE 

 



A-6-3




 




 

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. 

 



A-6-4




 




 

 

	
PASS-THROUGH RATE: F5 TOWER WEIGHTED AVERAGE NET MORTGAGE RATE

INITIAL CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE:  $[            ]

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF FEBRUARY 1, 2020

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

CLOSING DATE: FEBRUARY 19, 2020

FIRST DISTRIBUTION DATE: MARCH 17, 2020

APPROXIMATE AGGREGATE 
CERTIFICATE BALANCE OF THE F5T-VRR INTEREST
AS OF THE CLOSING DATE:  $[__]

	
 

	
MASTER SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

SPECIAL SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

OPERATING ADVISOR:  PENTALPHA SURVEILLANCE LLC

ASSET REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

 

CUSIP NO.: [_____]

CERTIFICATE NO.:  F5T-VRR-[_]




 



A-6-5




 




 

F5T-VRR
INTEREST

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”) and a separate subordinate interest in one commercial mortgage loan (the “Trust Subordinate Companion Loan”), all payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan 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 VRR Certificate Gain-on-Sale Reserve Account, the F5 Tower VRR Gain-on-Sale Reserve Account, the F5 Tower Non-VRR Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by

 

BARCLAYS
COMMERCIAL MORTGAGE SECURITIES LLC

 

THIS CERTIFIES THAT [BARCLAYS BANK PLC] [DEUTSCHE BANK AG, NEW YORK BRANCH] is the registered owner of the interest evidenced by this Certificate in the F5T-VRR Interest issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”), among BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC (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 F5T-VRR Interest.  The Certificates are designated as the BBCMS MORTGAGE TRUST 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6 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.

 



A-6-6




 




 

This Certificate represents (a) 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 (b) an interest in the Grantor Trust representing the right to receive Excess Interest.  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.  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 rate set forth in the Pooling and Servicing Agreement specified above 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 F5 Tower VRR 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 and the Trust Subordinate Companion Loan 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 and the Trust Subordinate Companion Loan 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 Trust Subordinate Companion Loan and Excess Interest actually collected on the Trust Subordinate Companion Loan, all as more specifically set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, the Collection Accounts 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 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.  Interest or other investment income earned on funds in the Collection Accounts 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 Accounts shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with

 



A-6-7




 




 

respect to the servicing of the Mortgage Loans, the Trust Subordinate Companion Loan and administration of the Trust Fund.

 

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 F5 Tower VRR Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentation 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 Section 4.01(k) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six 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 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 Section 4.01(k) of 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 and (ii) a certificate from the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.

 

The F5T-VRR Interest will be issued in fully registered, certificated form in minimum denominations of $10,000, 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.

 



A-6-8




 




 

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 may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)             to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)           to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing 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, 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 provisions of the Pooling and Servicing Agreement 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, 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 or Companion Holder;

 



A-6-9




 




 

(v)           to modify, eliminate or add to the provisions of Section 5.03(o) or Section 5.03(p) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement 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 the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any 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 of the Pooling and Servicing Agreement);

 

(vii)         to amend or supplement any provision of the Pooling and Servicing Agreement 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 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder 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 of the Pooling and Servicing Agreement (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, the Directing Certificateholder, determine that the commercial mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust 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

 



A-6-10




 




 

any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);

 

(ix)          to modify the procedures of the Pooling and Servicing 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, 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) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)           to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement 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

 

(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 risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk retention requirements in the event of such repeal, upon the consent of the Retaining Sponsor, such consent not to be unreasonably withheld, conditioned or delayed.

 

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, related Additional Repurchase Obligor or related guarantor under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor or (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to 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 for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing 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 or Trust Subordinate Companion Loan 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

 



A-6-11




 




 

(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, related Additional Repurchase Obligor or related guarantor under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, related Additional Repurchase Obligor or related guarantor; 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 considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the Subordinate Companion Holder(s) for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer or the Special Servicer shall consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied 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 the Pooling and Servicing Agreement may be made that changes any provision specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement, without in each case the consent of the holder of the related Companion Loan(s).

 

The Holders 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), the Trust Subordinate Companion Loan and

 



A-6-12




 




 

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 Stated Principal Balance of the Mortgage Loans as set forth in the Pooling and Servicing Agreement (solely for the purposes of this calculation, if such right is being exercised after the Distribution Date in January 2030 and the F5 Tower Mortgage Loan or Advance Auto Parts Mortgage Loan is still an asset of the Trust, then such Mortgage Loans will be excluded from the then-aggregate Stated Principal Balance of the Mortgage Loans and from the aggregate initial pool balance).

 

Following the
date on which the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-S, Class B,
Class C and Class D Certificates are no longer outstanding (and provided that there is only one Holder (or
multiple Holders acting in unanimity) of the then-outstanding Non-VRR Certificates (other than the Class R Certificates and
Class S Certificates), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange
all of its Non-VRR Certificates (other than the Class R Certificates and Class S Certificates together with the payment or
deemed payment of the Termination Purchase Amount) for all of the Mortgage Loans, the Trust Subordinate Companion Loan 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, the Mortgage Loans or the Trust Subordinate Companion Loan.

 

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-6-13




 




 

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: 	 
	 	 	AUTHORIZED
    SIGNATORY


 





		Dated:	February
                                         19, 2020



 


CERTIFICATE
OF AUTHENTICATION


 


THIS IS THE F5T-VRR INTEREST REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED
    SIGNATORY




 



A-6-14




 




 

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	Under Uniform Gifts to Minors
	 	 	tenants in 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-6-15




 




 

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-6-16




 




 


EXHIBIT
B

 

MORTGAGE
LOAN SCHEDULE


    Exhibit B-1


     


    
 

	
Sequence #

	
Seller

	
Property Name

	
Property Address

	
City

	
State


	
1

	
Barclays

	
Parkmerced

	
3711 19th Avenue

	
San Francisco

	
CA


	
2

	
Barclays

	
650 Madison Avenue

	
650 Madison Avenue

	
New York

	
NY


	
3

	
SGFC

	
Kings Plaza

	
5100 Kings Plaza

	
Brooklyn

	
NY


	
4

	
Barclays

	
545 Washington Boulevard

	
545 Washington Boulevard

	
Jersey City

	
NJ


	
5

	
Barclays

	
F5 Tower

	
801 5th Avenue

	
Seattle

	
WA


	
6

	
Barclays

	
Exchange on Erwin

	
2610 Erwin Drive

	
Durham

	
NC


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
3600 South Las Vegas Boulevard

	
Las Vegas

	
NV


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
Various

	
Various

	
Various


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
6150 Egan Drive

	
Savage

	
MN


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
5461 New Albany Road West

	
New Albany

	
OH


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
6301 Veterans Parkway

	
Columbus

	
GA


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
17 West Golf Road

	
Des Plaines

	
IL


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
463180 State Highway 200

	
Yulee

	
FL


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
520 East Markey Parkway

	
Belton

	
MO


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
3942 Navarre Avenue

	
Oregon

	
OH


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
280 McMahan Boulevard

	
Marion

	
OH


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
2161 East Laraway Road

	
New Lenox

	
IL


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
16 Ridge Avenue

	
Danville

	
IN


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
921 Lila Avenue

	
Milford

	
OH


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
2422 College Avenue

	
Alton

	
IL


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
3120 Chicago Road

	
South Chicago Heights

	
IL


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
1199 West Dundee Road

	
Wheeling

	
IL


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
506 Riverstone Parkway

	
Kankakee

	
IL


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
1437 Highway 92 North

	
Fayetteville

	
GA


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
3100 Dauphin Island Parkway

	
Mobile

	
AL


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
7216 Brook Road

	
Richmond

	
VA


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
2227 Garden City Boulevard Southeast

	
Roanoke

	
VA


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
2370 Highway 155 North 

	
McDonough

	
GA


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
1109 South Gordon Street

	
Alvin

	
TX


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
2650 Cruse Road

	
Lawrenceville

	
GA


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
1455 Martin Luther King Drive

	
Prattville

	
AL


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
5768 Three Notch Road

	
Mobile

	
AL


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
3101 Mount Vernon Avenue

	
Evansville

	
IN


	
9

	
SGFC

	
CNP Headquarters

	
1250 East Lathrop Road, 15789 McKinley Avenue, 2020 Park Street and 2445 East Louise Avenue

	
Lathrop

	
CA


	
10

	
SMC

	
482 Seneca Avenue

	
482 Seneca Avenue

	
Ridgewood

	
NY


	
11

	
SMC

	
217 Court Street

	
217 Court Street

	
Brooklyn

	
NY


	
12

	
SMC

	
144 North 11th Street

	
144 North 11th Street

	
Brooklyn

	
NY


	
13

	
SMC

	
99 North 7th Street

	
99 North 7th Street

	
Brooklyn

	
NY


	
14

	
SMC

	
22 Melrose Street

	
22 Melrose Street

	
Brooklyn

	
NY


	
15

	
Barclays

	
Millikan Business Center

	
14400-14523 Millikan Way

	
Beaverton

	
OR


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
2400, 2405, 2425 and 2450 Commerce Avenue

	
Duluth

	
GA


	
17

	
SGFC

	
2000 Park Lane

	
2000 Park Lane

	
Pittsburgh

	
PA


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
Various

	
Various

	
Various




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Property Address

	
City

	
State


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
605 Southeast 20th Street

	
Fort Lauderdale

	
FL


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
99256 Overseas Highway

	
Key Largo

	
FL


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
295 Glynn Street

	
Fayetteville

	
GA


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
500 Southeast Missouri 291 Highway

	
Lee’s Summit

	
MO


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
1665 Providence Boulevard

	
Deltona

	
FL


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
3404 Halls Ferry Road

	
Vicksburg

	
MS


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
1501 South Ribaut Road

	
Port Royal

	
SC


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
1406 Kenneth Road

	
York

	
PA


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
2105 Memorial Drive

	
Waycross

	
GA


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
712 North Church Street

	
Thomaston

	
GA


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
2588 Powder Springs Road

	
Marietta

	
GA


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
10301 D’iberville Road

	
D’iberville

	
MS


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
1725 First Avenue Southeast

	
Moultrie

	
GA


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
1060 Edgefield Road

	
North Augusta

	
SC


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
1800 Highway 98

	
Daphne

	
AL


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
26859 South Dixie Highway

	
Naranja

	
FL


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
162 Elm Street

	
Milford

	
NH


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
212 West 4th Street

	
Adel

	
GA


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
104 South Oak Street

	
Eatonton

	
GA


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
1601 5th Avenue

	
Meridian

	
MS


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
2 Northeast 6th Street

	
Fort Meade

	
FL


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
2440 Highway 29 South

	
Cantonment

	
FL


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
1939 Northwest Topeka Boulevard

	
Topeka

	
KS


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
28085 Highway 28

	
Hazlehurst

	
MS


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
311 South Archusa Avenue

	
Quitman

	
MS


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
1118 Bienville Boulevard

	
Ocean Springs

	
MS


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
1416 Radium Springs Road

	
Albany

	
GA


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
401 Oak Street

	
Eastman

	
GA


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
1145 West North Street

	
Lima

	
OH


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
520 South Davis Street

	
Nashville

	
GA


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
4481 Jefferson Davis Highway

	
Beech Island

	
SC


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
1104 Martin Luther King Jr. Expressway

	
Andalusia

	
AL


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
2202 East Kansas Avenue

	
Garden City

	
KS


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
14036 West Main Street

	
Cut Off

	
LA


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
4122 Plank Road

	
Baton Rouge

	
LA


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
Various

	
Various

	
Various


	
19.01

	
Barclays

	
7500 S South Shore

	
7500 South South Shore Drive

	
Chicago

	
IL


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
800 North Lenzner Avenue

	
Sierra Vista

	
AZ


	
19.03

	
Barclays

	
South Clyde

	
6914-6916 South Clyde Avenue

	
Chicago

	
IL


	
19.04

	
Barclays

	
Heather Glenn

	
1708 Springhill Drive

	
Valdosta

	
GA


	
19.05

	
Barclays

	
The Woodlands

	
200 West Cranford Avenue

	
Valdosta

	
GA


	
19.06

	
Barclays

	
South Chappel

	
7038 South Chappel Avenue

	
Chicago

	
IL


	
19.07

	
Barclays

	
The Timbers

	
210 West Cranford Avenue

	
Valdosta

	
GA


	
20

	
SMC

	
Gardena Valley Shopping Center

	
1208-1320 West Redondo Beach Boulevard

	
Gardena

	
CA


	
21

	
SGFC

	
BlueLinx Portfolio III

	
Various

	
Various

	
Various


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
13860 Corporate Woods Trail

	
Bridgeton

	
MO


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
1727 Warren Street

	
North Kansas City

	
MO


	
21.03

	
SGFC

	
BlueLinx Madison

	
700 Myatt Drive

	
Madison

	
TN


	
21.04

	
SGFC

	
BlueLinx Richmond

	
4700 Bethlehem Road

	
Richmond

	
VA




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Property Address

	
City

	
State


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
512 Flagler Avenue

	
New Smyrna Beach

	
FL


	
23

	
SGFC

	
Hanover Place

	
16851 South Harlem Avenue

	
Tinley Park

	
IL


	
24

	
SMC

	
Landing At The Quarter

	
15425, 15455 and 15475 North Greenway Hayden Loop

	
Scottsdale

	
AZ


	
25

	
SMC

	
StorPlace Cool Springs

	
1006 Flagpole Court

	
Brentwood

	
TN


	
26

	
SMC

	
StorPlace Hendersonville

	
1010 Avondale Road

	
Hendersonville

	
TN


	
27

	
SMC

	
404-406 Broadway

	
404-406 Broadway

	
New York

	
NY


	
28

	
SMC

	
Holly Office Park

	
44421, 44423, 44425 and 44427 Airport Road

	
California

	
MD


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
410 South Missouri Street

	
Indianapolis

	
IN


	
30

	
SMC

	
The Alhambra Lofts

	
783-791 Knickerbocker Avenue

	
Brooklyn

	
NY


	
31

	
Barclays

	
41 University Drive

	
41 University Drive

	
Newtown

	
PA


	
32

	
SMC

	
CVS Walgreens Portfolio

	
Various

	
Various

	
Various


	
32.01

	
SMC

	
Walgreens Post Falls

	
706 East Seltice Way

	
Post Falls

	
ID


	
32.02

	
SMC

	
CVS Trenton

	
1100 Liberty Street

	
Trenton

	
NJ


	
32.03

	
SMC

	
CVS Westborough

	
74 East Main Street

	
Westborough

	
MA


	
33

	
Barclays

	
Second Street Shops

	
20-50 Second Street South

	
Waite Park

	
MN


	
34

	
SMC

	
101 Stanton Street

	
101 Stanton Street

	
New York

	
NY


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
4333 Southwest 15th Street

	
Oklahoma City

	
OK


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
1145 Franklin Road

	
Lebanon

	
TN


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
3800 Alexandria Mall Drive

	
Alexandria

	
LA


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
33680 Gratiot Avenue

	
Clinton Township

	
MI


	
39

	
SMC

	
La Jolla Seaview

	
5685-5699 La Jolla Boulevard

	
La Jolla

	
CA


	
40

	
SMC

	
Walnut & Warren Food Lions

	
Various

	
Various

	
Various


	
40.01

	
SMC

	
Walnut Hill

	
2120 South Crater Road

	
Petersburg

	
VA


	
40.02

	
SMC

	
Warren Corners

	
1206 US Highway 158 Business West

	
Norlina

	
NC


	
41

	
SMC

	
Storage Xxtra Highway 92

	
3595 Hiram Douglasville Highway

	
Hiram

	
GA


	
42

	
Barclays

	
North Fayette Shopping Center

	
610-690 Chauvet Drive

	
Pittsburgh

	
PA


	
43

	
SMC

	
Sioux City MHC Portfolio

	
Various

	
Various

	
Various


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
101 Cotts Drive

	
North Sioux City

	
SD


	
43.02

	
SMC

	
Cottonwood MHP

	
220 South Derby Lane

	
North Sioux City

	
SD


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
2200 G Street

	
South Sioux City

	
NE


	
43.04

	
SMC

	
Lakeshore MHP

	
416 Lakeshore Drive

	
North Sioux City

	
SD


	
44

	
SMC

	
251 East 10th Street

	
251 East 10th Street

	
New York

	
NY


	
45

	
Barclays

	
ABC Self Storage

	
600 Carson Road, 23 & 790 U.S. Highway 41

	
Ishpeming, Negaunee

	
MI




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Zip Code

	
County

	
Property Type

	
Total SF/Units

	
Unit of Measure


	
1

	
Barclays

	
Parkmerced

	
94132

	
San Francisco

	
Multifamily

	
3,165

	
Units


	
2

	
Barclays

	
650 Madison Avenue

	
10022

	
New York

	
Mixed Use

	
600,415

	
Square Feet


	
3

	
SGFC

	
Kings Plaza

	
11234

	
Kings

	
Retail

	
811,797

	
Square Feet


	
4

	
Barclays

	
545 Washington Boulevard

	
07310

	
Hudson

	
Office

	
866,706

	
Square Feet


	
5

	
Barclays

	
F5 Tower

	
98104

	
King

	
Office

	
515,518

	
Square Feet


	
6

	
Barclays

	
Exchange on Erwin

	
27705

	
Durham

	
Mixed Use

	
316,061

	
Square Feet


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
89109

	
Clark

	
Hotel

	
3,933

	
Rooms


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
Various

	
Various

	
Various

	
547,761

	
Square Feet


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
55378

	
Scott

	
Retail

	
101,278

	
Square Feet


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
43054

	
Franklin

	
Retail

	
71,050

	
Square Feet


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
31909

	
Muscogee

	
Office

	
14,181

	
Square Feet


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
60016

	
Cook

	
Retail

	
15,120

	
Square Feet


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
32097

	
Nassau

	
Retail

	
18,800

	
Square Feet


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
64012

	
Cass

	
Retail

	
55,000

	
Square Feet


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
43616

	
Lucas

	
Retail

	
18,795

	
Square Feet


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
43302

	
Marion

	
Retail

	
55,020

	
Square Feet


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
60451

	
Will

	
Retail

	
19,097

	
Square Feet


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
46122

	
Hendricks

	
Retail

	
19,097

	
Square Feet


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
45150

	
Clermont

	
Retail

	
10,118

	
Square Feet


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
62002

	
Madison

	
Retail

	
10,157

	
Square Feet


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
60411

	
Cook

	
Retail

	
14,725

	
Square Feet


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
60090

	
Cook

	
Retail

	
14,250

	
Square Feet


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
60901

	
Kankakee

	
Retail

	
19,097

	
Square Feet


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
30214

	
Fayette

	
Retail

	
9,002

	
Square Feet


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
36605

	
Mobile

	
Retail

	
10,125

	
Square Feet


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
23227

	
Henrico

	
Retail

	
7,000

	
Square Feet


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
24014

	
Roanoke City

	
Retail

	
10,542

	
Square Feet


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
30252

	
Henry

	
Retail

	
9,026

	
Square Feet


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
77511

	
Brazoria

	
Retail

	
9,026

	
Square Feet


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
30044

	
Gwinnett

	
Retail

	
10,127

	
Square Feet


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
36067

	
Autauga

	
Retail

	
9,026

	
Square Feet


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
36619

	
Mobile

	
Retail

	
9,002

	
Square Feet


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
47712

	
Vanderburgh

	
Retail

	
9,100

	
Square Feet


	
9

	
SGFC

	
CNP Headquarters

	
95330

	
San Joaquin

	
Industrial

	
358,107

	
Square Feet


	
10

	
SMC

	
482 Seneca Avenue

	
11385

	
Queens 

	
Multifamily

	
21

	
Units


	
11

	
SMC

	
217 Court Street

	
11201

	
Kings

	
Multifamily

	
6

	
Units


	
12

	
SMC

	
144 North 11th Street

	
11249

	
Kings

	
Multifamily

	
8

	
Units


	
13

	
SMC

	
99 North 7th Street

	
11249

	
Kings

	
Multifamily

	
7

	
Units


	
14

	
SMC

	
22 Melrose Street

	
11206

	
Kings

	
Multifamily

	
8

	
Units


	
15

	
Barclays

	
Millikan Business Center

	
97005

	
Washington

	
Mixed Use

	
293,763

	
Square Feet


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
30096

	
Gwinnett

	
Office

	
287,816

	
Square Feet


	
17

	
SGFC

	
2000 Park Lane

	
15275

	
Allegheny

	
Office

	
234,859

	
Square Feet


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
Various

	
Various

	
Retail

	
248,790

	
Square Feet




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Zip Code

	
County

	
Property Type

	
Total SF/Units

	
Unit of Measure


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
33316

	
Broward

	
Retail

	
6,697

	
Square Feet


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
33037

	
Monroe

	
Retail

	
6,622

	
Square Feet


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
30214

	
Fayette

	
Retail

	
6,432

	
Square Feet


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
64063

	
Jackson

	
Retail

	
10,686

	
Square Feet


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
32725

	
Volusia

	
Retail

	
6,690

	
Square Feet


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
39180

	
Warren

	
Retail

	
6,686

	
Square Feet


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
29935

	
Beaufort

	
Retail

	
6,712

	
Square Feet


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
17408

	
York

	
Retail

	
7,768

	
Square Feet


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
31501

	
Ware

	
Retail

	
11,975

	
Square Feet


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
30286

	
Upson

	
Retail

	
6,673

	
Square Feet


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
30064

	
Cobb

	
Retail

	
6,148

	
Square Feet


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
39532

	
Harrison

	
Retail

	
6,697

	
Square Feet


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
31768

	
Colquitt

	
Retail

	
6,510

	
Square Feet


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
29860

	
Aiken

	
Retail

	
6,741

	
Square Feet


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
36526

	
Baldwin

	
Retail

	
6,689

	
Square Feet


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
33032

	
Miami-Dade 

	
Retail

	
6,460

	
Square Feet


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
03055

	
Hillsborough

	
Retail

	
8,014

	
Square Feet


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
31620

	
Cook

	
Retail

	
6,717

	
Square Feet


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
31024

	
Putnam

	
Retail

	
6,702

	
Square Feet


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
39301

	
Lauderdale

	
Retail

	
6,702

	
Square Feet


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
33841

	
Polk

	
Retail

	
6,700

	
Square Feet


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
32533

	
Escambia

	
Retail

	
6,705

	
Square Feet


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
66608

	
Shawnee

	
Retail

	
8,220

	
Square Feet


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
39083

	
Copiah

	
Retail

	
6,693

	
Square Feet


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
39355

	
Clarke

	
Retail

	
6,707

	
Square Feet


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
39564

	
Jackson

	
Retail

	
6,666

	
Square Feet


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
31705

	
Dougherty

	
Retail

	
6,764

	
Square Feet


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
31023

	
Dodge

	
Retail

	
6,710

	
Square Feet


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
45805

	
Allen

	
Retail

	
8,000

	
Square Feet


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
31639

	
Berrien

	
Retail

	
6,717

	
Square Feet


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
29842

	
Aiken

	
Retail

	
6,710

	
Square Feet


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
36420

	
Covington

	
Retail

	
6,428

	
Square Feet


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
67846

	
Finney

	
Retail

	
7,995

	
Square Feet


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
70373

	
Lafourche

	
Retail

	
6,671

	
Square Feet


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
70805

	
East Baton Rouge

	
Retail

	
6,783

	
Square Feet


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
Various

	
Various

	
Multifamily

	
354

	
Units


	
19.01

	
Barclays

	
7500 S South Shore

	
60649

	
Cook

	
Multifamily

	
130

	
Units


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
85635

	
Cochise

	
Multifamily

	
60

	
Units


	
19.03

	
Barclays

	
South Clyde

	
60649

	
Cook

	
Multifamily

	
53

	
Units


	
19.04

	
Barclays

	
Heather Glenn

	
31602

	
Lowndes

	
Multifamily

	
30

	
Units


	
19.05

	
Barclays

	
The Woodlands

	
31602

	
Lowndes

	
Multifamily

	
38

	
Units


	
19.06

	
Barclays

	
South Chappel

	
60649

	
Cook

	
Multifamily

	
25

	
Units


	
19.07

	
Barclays

	
The Timbers

	
31602

	
Lowndes

	
Multifamily

	
18

	
Units


	
20

	
SMC

	
Gardena Valley Shopping Center

	
90247

	
Los Angeles

	
Retail

	
128,275

	
Square Feet


	
21

	
SGFC

	
BlueLinx Portfolio III

	
Various

	
Various

	
Industrial

	
783,889

	
Square Feet


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
63044

	
Saint Louis

	
Industrial

	
241,053

	
Square Feet


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
64116

	
Clay

	
Industrial

	
235,922

	
Square Feet


	
21.03

	
SGFC

	
BlueLinx Madison

	
37115

	
Davidson

	
Industrial

	
152,000

	
Square Feet


	
21.04

	
SGFC

	
BlueLinx Richmond

	
23230

	
Henrico

	
Industrial

	
154,914

	
Square Feet




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Zip Code

	
County

	
Property Type

	
Total SF/Units

	
Unit of Measure


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
32169

	
Volusia

	
Hotel

	
114

	
Rooms


	
23

	
SGFC

	
Hanover Place

	
60477

	
Cook

	
Multifamily

	
150

	
Units


	
24

	
SMC

	
Landing At The Quarter

	
85260

	
Maricopa

	
Industrial

	
114,521

	
Square Feet


	
25

	
SMC

	
StorPlace Cool Springs

	
37027

	
Williamson

	
Self Storage

	
410

	
Units


	
26

	
SMC

	
StorPlace Hendersonville

	
37075

	
Sumner

	
Self Storage

	
466

	
Units


	
27

	
SMC

	
404-406 Broadway

	
10013

	
New York

	
Mixed Use

	
16,183

	
Square Feet


	
28

	
SMC

	
Holly Office Park

	
20619

	
St. Mary’s

	
Office

	
179,023

	
Square Feet


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
46225

	
Marion

	
Hotel

	
108

	
Rooms


	
30

	
SMC

	
The Alhambra Lofts

	
11207

	
Kings

	
Multifamily

	
38

	
Units


	
31

	
Barclays

	
41 University Drive

	
18940

	
Bucks

	
Office

	
86,940

	
Square Feet


	
32

	
SMC

	
CVS Walgreens Portfolio

	
Various

	
Various

	
Retail

	
35,886

	
Square Feet


	
32.01

	
SMC

	
Walgreens Post Falls

	
83854

	
Kootenai

	
Retail

	
14,406

	
Square Feet


	
32.02

	
SMC

	
CVS Trenton

	
8611

	
Mercer

	
Retail

	
11,355

	
Square Feet


	
32.03

	
SMC

	
CVS Westborough

	
1581

	
Worcester

	
Retail

	
10,125

	
Square Feet


	
33

	
Barclays

	
Second Street Shops

	
56387

	
Stearns

	
Retail

	
93,760

	
Square Feet


	
34

	
SMC

	
101 Stanton Street

	
10002

	
New York

	
Mixed Use

	
15

	
Units


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
73108

	
Oklahoma

	
Hotel

	
104

	
Rooms


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
37090

	
Wilson

	
Hotel

	
90

	
Rooms


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
71301

	
Rapides Parish

	
Hotel

	
89

	
Rooms


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
48035

	
Macomb

	
Hotel

	
94

	
Rooms


	
39

	
SMC

	
La Jolla Seaview

	
92037

	
San Diego

	
Mixed Use

	
16,365

	
Square Feet


	
40

	
SMC

	
Walnut & Warren Food Lions

	
Various

	
Various

	
Retail

	
95,728

	
Square Feet


	
40.01

	
SMC

	
Walnut Hill

	
23805

	
Petersburg City

	
Retail

	
50,328

	
Square Feet


	
40.02

	
SMC

	
Warren Corners

	
27563

	
Warren

	
Retail

	
45,400

	
Square Feet


	
41

	
SMC

	
Storage Xxtra Highway 92

	
30141

	
Paulding

	
Self Storage

	
565

	
Units


	
42

	
Barclays

	
North Fayette Shopping Center

	
15275

	
Allegheny

	
Retail

	
47,550

	
Square Feet


	
43

	
SMC

	
Sioux City MHC Portfolio

	
Various

	
Various

	
Manufactured Housing

	
281

	
Pads


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
57049

	
Union

	
Manufactured Housing

	
110

	
Pads


	
43.02

	
SMC

	
Cottonwood MHP

	
57049

	
Union

	
Manufactured Housing

	
74

	
Pads


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
68776

	
Dakota

	
Manufactured Housing

	
56

	
Pads


	
43.04

	
SMC

	
Lakeshore MHP

	
57049

	
Union

	
Manufactured Housing

	
41

	
Pads


	
44

	
SMC

	
251 East 10th Street

	
10009

	
New York

	
Multifamily

	
10

	
Units


	
45

	
Barclays

	
ABC Self Storage

	
49849, 49866

	
Marquette

	
Self Storage

	
890

	
Units




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Original Balance

	
Current Balance

	
Amortization Type

	
Monthly Debt Service

	
Accrual Type


	
1

	
Barclays

	
Parkmerced

	
65,000,000

	
65,000,000.00

	
Interest Only

	
147,580.88 

	
30/360


	
2

	
Barclays

	
650 Madison Avenue

	
60,000,000

	
60,000,000.00

	
Interest Only

	
176,720.83 

	
Actual/360


	
3

	
SGFC

	
Kings Plaza

	
60,000,000

	
60,000,000.00

	
Interest Only

	
170,272.50 

	
Actual/360


	
4

	
Barclays

	
545 Washington Boulevard

	
50,321,250

	
50,321,250.00

	
Interest Only

	
144,769.69 

	
Actual/360


	
5

	
Barclays

	
F5 Tower

	
50,000,000

	
50,000,000.00

	
ARD-Interest Only

	
156,252.11 

	
Actual/360


	
6

	
Barclays

	
Exchange on Erwin

	
50,000,000

	
50,000,000.00

	
Interest Only

	
144,521.41 

	
Actual/360


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
43,750,000

	
43,750,000.00

	
Interest Only

	
117,183.75 

	
Actual/360


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
40,000,000

	
40,000,000.00

	
Interest Only

	
118,084.26 

	
Actual/360


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
7,634,518

	
7,634,517.77

	
 

	
 

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
5,027,411

	
5,027,411.17

	
 

	
 

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
2,988,832

	
2,988,832.49

	
 

	
 

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
2,376,988

	
2,376,988.16

	
 

	
 

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
2,003,384

	
2,003,384.09

	
 

	
 

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
1,746,193

	
1,746,192.89

	
 

	
 

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
1,489,002

	
1,489,001.69

	
 

	
 

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
1,461,929

	
1,461,928.93

	
 

	
 

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
1,380,711

	
1,380,710.66

	
 

	
 

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
1,353,638

	
1,353,637.90

	
 

	
 

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
1,218,274

	
1,218,274.11

	
 

	
 

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
1,191,201

	
1,191,201.35

	
 

	
 

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
1,128,934

	
1,128,934.01

	
 

	
 

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
1,112,690

	
1,112,690.36

	
 

	
 

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
1,001,692

	
1,001,692.05

	
 

	
 

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
758,037

	
758,037.23

	
 

	
 

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
744,501

	
744,500.85

	
 

	
 

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
730,964

	
730,964.47

	
 

	
 

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
730,964

	
730,964.47

	
 

	
 

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
717,428

	
717,428.09

	
 

	
 

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
663,283

	
663,282.57

	
 

	
 

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
641,624

	
641,624.37

	
 

	
 

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
638,917

	
638,917.09

	
 

	
 

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
636,210

	
636,209.81

	
 

	
 

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
622,673

	
622,673.43

	
 

	
 

	
 


	
9

	
SGFC

	
CNP Headquarters

	
33,800,000

	
33,800,000.00

	
IO-Balloon

	
156,916.91 

	
Actual/360


	
10

	
SMC

	
482 Seneca Avenue

	
8,600,000

	
8,600,000.00

	
Interest Only

	
29,355.46 

	
Actual/360


	
11

	
SMC

	
217 Court Street

	
6,694,286

	
6,694,286.00

	
Interest Only

	
22,850.45 

	
Actual/360


	
12

	
SMC

	
144 North 11th Street

	
6,021,654

	
6,021,654.00

	
Interest Only

	
20,554.47 

	
Actual/360


	
13

	
SMC

	
99 North 7th Street

	
4,868,571

	
4,868,571.00

	
Interest Only

	
16,618.51 

	
Actual/360


	
14

	
SMC

	
22 Melrose Street

	
3,715,489

	
3,715,489.00

	
Interest Only

	
12,682.55 

	
Actual/360


	
15

	
Barclays

	
Millikan Business Center

	
28,000,000

	
28,000,000.00

	
IO-Balloon

	
123,512.77 

	
Actual/360


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
27,300,000

	
27,300,000.00

	
IO-Balloon

	
129,078.42 

	
Actual/360


	
17

	
SGFC

	
2000 Park Lane

	
26,910,000

	
26,910,000.00

	
IO-Balloon

	
120,312.79 

	
Actual/360


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
26,500,000

	
26,500,000.00

	
ARD-Interest Only

	
79,708.56 

	
Actual/360




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Original Balance

	
Current Balance

	
Amortization Type

	
Monthly Debt Service

	
Accrual Type


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
2,013,727

	
2,013,727.17

	
 

	
 

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
1,104,302

	
1,104,302.00

	
 

	
 

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
1,006,864

	
1,006,863.59

	
 

	
 

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
909,425

	
909,425.17

	
 

	
 

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
883,442

	
883,441.60

	
 

	
 

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
876,946

	
876,945.70

	
 

	
 

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
876,946

	
876,945.70

	
 

	
 

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
844,466

	
844,466.26

	
 

	
 

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
844,466

	
844,466.23

	
 

	
 

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
844,466

	
844,466.23

	
 

	
 

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
844,466

	
844,466.23

	
 

	
 

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
844,466

	
844,466.23

	
 

	
 

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
811,987

	
811,986.76

	
 

	
 

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
811,987

	
811,986.76

	
 

	
 

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
779,507

	
779,507.29

	
 

	
 

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
779,507

	
779,507.29

	
 

	
 

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
779,507

	
779,507.29

	
 

	
 

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
747,028

	
747,027.82

	
 

	
 

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
747,028

	
747,027.82

	
 

	
 

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
747,028

	
747,027.82

	
 

	
 

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
727,540

	
727,540.14

	
 

	
 

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
714,548

	
714,548.35

	
 

	
 

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
714,548

	
714,548.35

	
 

	
 

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
698,309

	
698,308.62

	
 

	
 

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
698,309

	
698,308.62

	
 

	
 

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
665,829

	
665,829.15

	
 

	
 

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
649,589

	
649,589.41

	
 

	
 

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
633,350

	
633,349.68

	
 

	
 

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
532,663

	
532,663.32

	
 

	
 

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
519,672

	
519,671.53

	
 

	
 

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
487,192

	
487,192.06

	
 

	
 

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
470,952

	
470,952.32

	
 

	
 

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
438,473

	
438,472.85

	
 

	
 

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
243,596

	
243,596.03

	
 

	
 

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
207,869

	
207,868.61

	
 

	
 

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
25,310,000

	
25,310,000.00

	
IO-Balloon

	
123,180.07 

	
Actual/360


	
19.01

	
Barclays

	
7500 S South Shore

	
8,700,000

	
8,700,000.00

	
 

	
 

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
3,400,000

	
3,400,000.00

	
 

	
 

	
 


	
19.03

	
Barclays

	
South Clyde

	
3,330,000

	
3,330,000.00

	
 

	
 

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
3,250,000

	
3,250,000.00

	
 

	
 

	
 


	
19.05

	
Barclays

	
The Woodlands

	
2,500,000

	
2,500,000.00

	
 

	
 

	
 


	
19.06

	
Barclays

	
South Chappel

	
2,070,000

	
2,070,000.00

	
 

	
 

	
 


	
19.07

	
Barclays

	
The Timbers

	
2,060,000

	
2,060,000.00

	
 

	
 

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
23,000,000

	
23,000,000.00

	
Interest Only

	
66,071.76 

	
Actual/360


	
21

	
SGFC

	
BlueLinx Portfolio III

	
22,675,000

	
22,675,000.00

	
Interest Only

	
83,913.25 

	
Actual/360


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
7,140,000

	
7,140,000.00

	
 

	
 

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
6,120,000

	
6,120,000.00

	
 

	
 

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
5,200,000

	
5,200,000.00

	
 

	
 

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
4,215,000

	
4,215,000.00

	
 

	
 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Original Balance

	
Current Balance

	
Amortization Type

	
Monthly Debt Service

	
Accrual Type


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
20,000,000

	
20,000,000.00

	
IO-Balloon

	
96,176.17 

	
Actual/360


	
23

	
SGFC

	
Hanover Place

	
16,600,000

	
16,600,000.00

	
Interest Only

	
51,333.19 

	
Actual/360


	
24

	
SMC

	
Landing At The Quarter

	
15,550,000

	
15,550,000.00

	
Interest Only

	
48,835.10 

	
Actual/360


	
25

	
SMC

	
StorPlace Cool Springs

	
7,900,000

	
7,900,000.00

	
IO-Balloon

	
37,561.12 

	
Actual/360


	
26

	
SMC

	
StorPlace Hendersonville

	
7,400,000

	
7,400,000.00

	
IO-Balloon

	
35,183.84 

	
Actual/360


	
27

	
SMC

	
404-406 Broadway

	
15,100,000

	
15,100,000.00

	
Interest Only

	
51,797.89 

	
Actual/360


	
28

	
SMC

	
Holly Office Park

	
14,500,000

	
14,500,000.00

	
Interest Only

	
48,882.12 

	
Actual/360


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
13,500,000

	
13,443,295.71

	
Balloon

	
63,652.01 

	
Actual/360


	
30

	
SMC

	
The Alhambra Lofts

	
12,400,000

	
12,400,000.00

	
Interest Only

	
41,121.64 

	
Actual/360


	
31

	
Barclays

	
41 University Drive

	
12,045,000

	
12,027,956.97

	
Balloon

	
55,481.97 

	
Actual/360


	
32

	
SMC

	
CVS Walgreens Portfolio

	
11,660,000

	
11,660,000.00

	
Interest Only

	
37,288.38 

	
Actual/360


	
32.01

	
SMC

	
Walgreens Post Falls

	
4,051,000

	
4,051,000.00

	
 

	
 

	
 


	
32.02

	
SMC

	
CVS Trenton

	
3,967,000

	
3,967,000.00

	
 

	
 

	
 


	
32.03

	
SMC

	
CVS Westborough

	
3,642,000

	
3,642,000.00

	
 

	
 

	
 


	
33

	
Barclays

	
Second Street Shops

	
11,520,000

	
11,520,000.00

	
IO-Balloon

	
53,547.21 

	
Actual/360


	
34

	
SMC

	
101 Stanton Street

	
11,270,000

	
11,270,000.00

	
Interest Only

	
40,088.07 

	
Actual/360


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
8,550,000

	
8,519,343.63

	
Balloon

	
44,189.49 

	
Actual/360


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
8,200,000

	
8,189,625.38

	
Balloon

	
40,243.12 

	
Actual/360


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
7,950,000

	
7,916,227.16

	
Balloon

	
37,224.87 

	
Actual/360


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
7,400,000

	
7,380,193.65

	
Balloon

	
35,234.94 

	
Actual/360


	
39

	
SMC

	
La Jolla Seaview

	
7,300,000

	
7,300,000.00

	
Interest Only

	
24,424.58 

	
Actual/360


	
40

	
SMC

	
Walnut & Warren Food Lions

	
7,200,000

	
7,180,568.34

	
Balloon

	
34,121.18 

	
Actual/360


	
40.01

	
SMC

	
Walnut Hill

	
5,062,500

	
5,048,837.12

	
 

	
 

	
 


	
40.02

	
SMC

	
Warren Corners

	
2,137,500

	
2,131,731.22

	
 

	
 

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
7,000,000

	
6,980,931.00

	
Balloon

	
32,996.73 

	
Actual/360


	
42

	
Barclays

	
North Fayette Shopping Center

	
5,362,500

	
5,362,500.00

	
IO-Balloon

	
24,016.31 

	
Actual/360


	
43

	
SMC

	
Sioux City MHC Portfolio

	
5,250,000

	
5,243,652.71

	
Balloon

	
26,401.71 

	
Actual/360


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
2,699,393

	
2,696,129.13

	
 

	
 

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
1,048,583

	
1,047,315.25

	
 

	
 

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
906,883

	
905,786.16

	
 

	
 

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
595,142

	
594,422.17

	
 

	
 

	
 


	
44

	
SMC

	
251 East 10th Street

	
5,100,000

	
5,100,000.00

	
Interest Only

	
18,860.62 

	
Actual/360


	
45

	
Barclays

	
ABC Self Storage

	
3,000,000

	
2,992,602.23

	
Balloon

	
14,944.96 

	
Actual/360




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Interest Rate (%)

	
Admin. Fee

	
Net Mortgage Interest Rate

	
Payment Date

	
Maturity/ARD Date


	
1

	
Barclays

	
Parkmerced

	
2.72457%

	
0.01058%

	
2.71399%

	
9

	
12/9/2024


	
2

	
Barclays

	
650 Madison Avenue

	
3.48600%

	
0.01058%

	
3.47542%

	
8

	
12/8/2029


	
3

	
SGFC

	
Kings Plaza

	
3.35880%

	
0.01058%

	
3.34822%

	
1

	
01/01/2030


	
4

	
Barclays

	
545 Washington Boulevard

	
3.40500%

	
0.01183%

	
3.39317%

	
5

	
2/5/2030


	
5

	
Barclays

	
F5 Tower

	
3.69868%

	
0.01303%

	
3.68565%

	
6

	
1/6/2030


	
6

	
Barclays

	
Exchange on Erwin

	
3.42100%

	
0.01303%

	
3.40797%

	
6

	
12/6/2029


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
3.170153%

	
0.01058%

	
3.159573%

	
5

	
12/05/2029


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
3.49400%

	
0.01303%

	
3.48097%

	
6

	
12/6/2029


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 

	
 

	
 

	
 

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 

	
 

	
 

	
 

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 

	
 

	
 

	
 

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 

	
 

	
 

	
 

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 

	
 

	
 

	
 

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 

	
 

	
 

	
 

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 

	
 

	
 

	
 

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 

	
 

	
 

	
 

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 

	
 

	
 

	
 

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 

	
 

	
 

	
 

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 

	
 

	
 

	
 

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 

	
 

	
 

	
 

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 

	
 

	
 

	
 

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 

	
 

	
 

	
 

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 

	
 

	
 

	
 

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 

	
 

	
 

	
 

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 

	
 

	
 

	
 

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 

	
 

	
 

	
 

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 

	
 

	
 

	
 

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 

	
 

	
 

	
 

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 

	
 

	
 

	
 

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 

	
 

	
 

	
 

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 

	
 

	
 

	
 

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 

	
 

	
 

	
 

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 

	
 

	
 

	
 

	
 


	
9

	
SGFC

	
CNP Headquarters

	
3.77000%

	
0.01303%

	
3.75697%

	
1

	
02/01/2030


	
10

	
SMC

	
482 Seneca Avenue

	
4.04000%

	
0.01303%

	
4.02697%

	
6

	
1/6/2030


	
11

	
SMC

	
217 Court Street

	
4.04000%

	
0.01303%

	
4.02697%

	
6

	
1/6/2030


	
12

	
SMC

	
144 North 11th Street

	
4.04000%

	
0.01303%

	
4.02697%

	
6

	
1/6/2030


	
13

	
SMC

	
99 North 7th Street

	
4.04000%

	
0.01303%

	
4.02697%

	
6

	
1/6/2030


	
14

	
SMC

	
22 Melrose Street

	
4.04000%

	
0.01303%

	
4.02697%

	
6

	
1/6/2030


	
15

	
Barclays

	
Millikan Business Center

	
3.35730%

	
0.01303%

	
3.34427%

	
6

	
11/6/2029


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
3.92000%

	
0.01303%

	
3.90697%

	
6

	
12/6/2029


	
17

	
SGFC

	
2000 Park Lane

	
3.46500%

	
0.01303%

	
3.45197%

	
1

	
12/01/2029


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
3.56000%

	
0.01303%

	
3.54697%

	
1

	
2/1/2030




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Interest Rate (%)

	
Admin. Fee

	
Net Mortgage Interest Rate

	
Payment Date

	
Maturity/ARD Date


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 

	
 

	
 

	
 

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 

	
 

	
 

	
 

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 

	
 

	
 

	
 

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 

	
 

	
 

	
 

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 

	
 

	
 

	
 

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 

	
 

	
 

	
 

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 

	
 

	
 

	
 

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 

	
 

	
 

	
 

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 

	
 

	
 

	
 

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 

	
 

	
 

	
 

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 

	
 

	
 

	
 

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 

	
 

	
 

	
 

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 

	
 

	
 

	
 

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 

	
 

	
 

	
 

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 

	
 

	
 

	
 

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 

	
 

	
 

	
 

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 

	
 

	
 

	
 

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 

	
 

	
 

	
 

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 

	
 

	
 

	
 

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 

	
 

	
 

	
 

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 

	
 

	
 

	
 

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 

	
 

	
 

	
 

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 

	
 

	
 

	
 

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 

	
 

	
 

	
 

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 

	
 

	
 

	
 

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 

	
 

	
 

	
 

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 

	
 

	
 

	
 

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 

	
 

	
 

	
 

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 

	
 

	
 

	
 

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 

	
 

	
 

	
 

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 

	
 

	
 

	
 

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 

	
 

	
 

	
 

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 

	
 

	
 

	
 

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 

	
 

	
 

	
 

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 

	
 

	
 

	
 

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
4.16000%

	
0.01303%

	
4.14697%

	
6

	
1/6/2030


	
19.01

	
Barclays

	
7500 S South Shore

	
 

	
 

	
 

	
 

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 

	
 

	
 

	
 

	
 


	
19.03

	
Barclays

	
South Clyde

	
 

	
 

	
 

	
 

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
 

	
 

	
 

	
 

	
 


	
19.05

	
Barclays

	
The Woodlands

	
 

	
 

	
 

	
 

	
 


	
19.06

	
Barclays

	
South Chappel

	
 

	
 

	
 

	
 

	
 


	
19.07

	
Barclays

	
The Timbers

	
 

	
 

	
 

	
 

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
3.40000%

	
0.01303%

	
3.38697%

	
6

	
1/6/2030


	
21

	
SGFC

	
BlueLinx Portfolio III

	
4.38000%

	
0.01303%

	
4.36697%

	
1

	
01/01/2025


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 

	
 

	
 

	
 

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 

	
 

	
 

	
 

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
 

	
 

	
 

	
 

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 

	
 

	
 

	
 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Interest Rate (%)

	
Admin. Fee

	
Net Mortgage Interest Rate

	
Payment Date

	
Maturity/ARD Date


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
4.06000%

	
0.01303%

	
4.04697%

	
6

	
1/6/2030


	
23

	
SGFC

	
Hanover Place

	
3.66000%

	
0.01303%

	
3.64697%

	
1

	
01/01/2030


	
24

	
SMC

	
Landing At The Quarter

	
3.71700%

	
0.06178%

	
3.65522%

	
6

	
1/6/2030


	
25

	
SMC

	
StorPlace Cool Springs

	
3.96600%

	
0.06178%

	
3.90422%

	
6

	
1/6/2030


	
26

	
SMC

	
StorPlace Hendersonville

	
3.96600%

	
0.06178%

	
3.90422%

	
6

	
1/6/2030


	
27

	
SMC

	
404-406 Broadway

	
4.06000%

	
0.01303%

	
4.04697%

	
6

	
1/6/2030


	
28

	
SMC

	
Holly Office Park

	
3.99000%

	
0.06178%

	
3.92822%

	
6

	
1/6/2030


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
3.89700%

	
0.01303%

	
3.88397%

	
6

	
11/6/2029


	
30

	
SMC

	
The Alhambra Lofts

	
3.92500%

	
0.01303%

	
3.91197%

	
6

	
12/6/2029


	
31

	
Barclays

	
41 University Drive

	
3.70600%

	
0.01303%

	
3.69297%

	
6

	
1/6/2030


	
32

	
SMC

	
CVS Walgreens Portfolio

	
3.78500%

	
0.05303%

	
3.73197%

	
6

	
12/6/2029


	
32.01

	
SMC

	
Walgreens Post Falls

	
 

	
 

	
 

	
 

	
 


	
32.02

	
SMC

	
CVS Trenton

	
 

	
 

	
 

	
 

	
 


	
32.03

	
SMC

	
CVS Westborough

	
 

	
 

	
 

	
 

	
 


	
33

	
Barclays

	
Second Street Shops

	
3.78000%

	
0.01303%

	
3.76697%

	
6

	
11/6/2029


	
34

	
SMC

	
101 Stanton Street

	
4.21000%

	
0.01303%

	
4.19697%

	
6

	
1/6/2030


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
4.67000%

	
0.01303%

	
4.65697%

	
1

	
11/01/2029


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
4.23000%

	
0.01303%

	
4.21697%

	
1

	
01/01/2030


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
3.84000%

	
0.01303%

	
3.82697%

	
6

	
11/6/2029


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
3.97800%

	
0.01303%

	
3.96497%

	
6

	
12/6/2029


	
39

	
SMC

	
La Jolla Seaview

	
3.96000%

	
0.01303%

	
3.94697%

	
6

	
12/6/2029


	
40

	
SMC

	
Walnut & Warren Food Lions

	
3.93900%

	
0.01303%

	
3.92597%

	
6

	
12/6/2029


	
40.01

	
SMC

	
Walnut Hill

	
 

	
 

	
 

	
 

	
 


	
40.02

	
SMC

	
Warren Corners

	
 

	
 

	
 

	
 

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
3.89500%

	
0.01303%

	
3.88197%

	
6

	
12/6/2029


	
42

	
Barclays

	
North Fayette Shopping Center

	
3.47870%

	
0.01303%

	
3.46567%

	
6

	
11/6/2029


	
43

	
SMC

	
Sioux City MHC Portfolio

	
4.43600%

	
0.01303%

	
4.42297%

	
6

	
1/6/2030


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 

	
 

	
 

	
 

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
 

	
 

	
 

	
 

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 

	
 

	
 

	
 

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
 

	
 

	
 

	
 

	
 


	
44

	
SMC

	
251 East 10th Street

	
4.37700%

	
0.01303%

	
4.36397%

	
6

	
2/6/2030


	
45

	
Barclays

	
ABC Self Storage

	
4.35600%

	
0.01303%

	
4.34297%

	
6

	
12/6/2024




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Final Mat Date

	
ARD Step Up (%)

	
Term

	
Rem. Term

	
Amort. Term


	
1

	
Barclays

	
Parkmerced

	
12/9/2024

	
 

	
60

	
58

	
0


	
2

	
Barclays

	
650 Madison Avenue

	
12/8/2029

	
 

	
120

	
118

	
0


	
3

	
SGFC

	
Kings Plaza

	
1/1/2030

	
 

	
120

	
119

	
0


	
4

	
Barclays

	
545 Washington Boulevard

	
2/5/2030

	
 

	
120

	
120

	
0


	
5

	
Barclays

	
F5 Tower

	
9/6/2033

	
With respect to Note A, The Initial Note A Interest Rate plus the positive difference between the Adjusted Blended Interest Rate and the Initial Blended Interest Rate; with respect to Note B, The Initial Note B Interest Rate plus the positive difference between the Adjusted Blended Interest Rate and the Initial Blended Interest Rate

	
120

	
119

	
0


	
6

	
Barclays

	
Exchange on Erwin

	
12/6/2029

	
 

	
120

	
118

	
0


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
12/5/2029

	
 

	
120

	
118

	
0


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
12/6/2029

	
 

	
120

	
118

	
0


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 

	
 

	
 

	
 

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 

	
 

	
 

	
 

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 

	
 

	
 

	
 

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 

	
 

	
 

	
 

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 

	
 

	
 

	
 

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 

	
 

	
 

	
 

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 

	
 

	
 

	
 

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 

	
 

	
 

	
 

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 

	
 

	
 

	
 

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 

	
 

	
 

	
 

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 

	
 

	
 

	
 

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 

	
 

	
 

	
 

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 

	
 

	
 

	
 

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 

	
 

	
 

	
 

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 

	
 

	
 

	
 

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 

	
 

	
 

	
 

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 

	
 

	
 

	
 

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 

	
 

	
 

	
 

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 

	
 

	
 

	
 

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 

	
 

	
 

	
 

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 

	
 

	
 

	
 

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 

	
 

	
 

	
 

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 

	
 

	
 

	
 

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 

	
 

	
 

	
 

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 

	
 

	
 

	
 

	
 


	
9

	
SGFC

	
CNP Headquarters

	
2/1/2030

	
 

	
120

	
120

	
360


	
10

	
SMC

	
482 Seneca Avenue

	
1/6/2030

	
 

	
120

	
119

	
0


	
11

	
SMC

	
217 Court Street

	
1/6/2030

	
 

	
120

	
119

	
0


	
12

	
SMC

	
144 North 11th Street

	
1/6/2030

	
 

	
120

	
119

	
0


	
13

	
SMC

	
99 North 7th Street

	
1/6/2030

	
 

	
120

	
119

	
0


	
14

	
SMC

	
22 Melrose Street

	
1/6/2030

	
 

	
120

	
119

	
0


	
15

	
Barclays

	
Millikan Business Center

	
11/6/2029

	
 

	
120

	
117

	
360


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
12/6/2029

	
 

	
120

	
118

	
360


	
17

	
SGFC

	
2000 Park Lane

	
12/1/2029

	
 

	
120

	
118

	
360


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
2/1/2031

	
The greater of i) 7.06000% and ii) the treasury rate plus 350 basis points

	
120

	
120

	
0




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Final Mat Date

	
ARD Step Up (%)

	
Term

	
Rem. Term

	
Amort. Term


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 

	
 

	
 

	
 

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 

	
 

	
 

	
 

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 

	
 

	
 

	
 

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 

	
 

	
 

	
 

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 

	
 

	
 

	
 

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 

	
 

	
 

	
 

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 

	
 

	
 

	
 

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 

	
 

	
 

	
 

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 

	
 

	
 

	
 

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 

	
 

	
 

	
 

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 

	
 

	
 

	
 

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 

	
 

	
 

	
 

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 

	
 

	
 

	
 

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 

	
 

	
 

	
 

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 

	
 

	
 

	
 

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 

	
 

	
 

	
 

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 

	
 

	
 

	
 

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 

	
 

	
 

	
 

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 

	
 

	
 

	
 

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 

	
 

	
 

	
 

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 

	
 

	
 

	
 

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 

	
 

	
 

	
 

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 

	
 

	
 

	
 

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 

	
 

	
 

	
 

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 

	
 

	
 

	
 

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 

	
 

	
 

	
 

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 

	
 

	
 

	
 

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 

	
 

	
 

	
 

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 

	
 

	
 

	
 

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 

	
 

	
 

	
 

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 

	
 

	
 

	
 

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 

	
 

	
 

	
 

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 

	
 

	
 

	
 

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 

	
 

	
 

	
 

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 

	
 

	
 

	
 

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
1/6/2030

	
 

	
120

	
119

	
360


	
19.01

	
Barclays

	
7500 S South Shore

	
 

	
 

	
 

	
 

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 

	
 

	
 

	
 

	
 


	
19.03

	
Barclays

	
South Clyde

	
 

	
 

	
 

	
 

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
 

	
 

	
 

	
 

	
 


	
19.05

	
Barclays

	
The Woodlands

	
 

	
 

	
 

	
 

	
 


	
19.06

	
Barclays

	
South Chappel

	
 

	
 

	
 

	
 

	
 


	
19.07

	
Barclays

	
The Timbers

	
 

	
 

	
 

	
 

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
1/6/2030

	
 

	
120

	
119

	
0


	
21

	
SGFC

	
BlueLinx Portfolio III

	
1/1/2025

	
 

	
60

	
59

	
0


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 

	
 

	
 

	
 

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 

	
 

	
 

	
 

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
 

	
 

	
 

	
 

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 

	
 

	
 

	
 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Final Mat Date

	
ARD Step Up (%)

	
Term

	
Rem. Term

	
Amort. Term


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
1/6/2030

	
 

	
120

	
119

	
360


	
23

	
SGFC

	
Hanover Place

	
1/1/2030

	
 

	
120

	
119

	
0


	
24

	
SMC

	
Landing At The Quarter

	
1/6/2030

	
 

	
120

	
119

	
0


	
25

	
SMC

	
StorPlace Cool Springs

	
1/6/2030

	
 

	
120

	
119

	
360


	
26

	
SMC

	
StorPlace Hendersonville

	
1/6/2030

	
 

	
120

	
119

	
360


	
27

	
SMC

	
404-406 Broadway

	
1/6/2030

	
 

	
120

	
119

	
0


	
28

	
SMC

	
Holly Office Park

	
1/6/2030

	
 

	
120

	
119

	
0


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
11/6/2029

	
 

	
120

	
117

	
360


	
30

	
SMC

	
The Alhambra Lofts

	
12/6/2029

	
 

	
120

	
118

	
0


	
31

	
Barclays

	
41 University Drive

	
1/6/2030

	
 

	
120

	
119

	
360


	
32

	
SMC

	
CVS Walgreens Portfolio

	
12/6/2029

	
 

	
120

	
118

	
0


	
32.01

	
SMC

	
Walgreens Post Falls

	
 

	
 

	
 

	
 

	
 


	
32.02

	
SMC

	
CVS Trenton

	
 

	
 

	
 

	
 

	
 


	
32.03

	
SMC

	
CVS Westborough

	
 

	
 

	
 

	
 

	
 


	
33

	
Barclays

	
Second Street Shops

	
11/6/2029

	
 

	
120

	
117

	
360


	
34

	
SMC

	
101 Stanton Street

	
1/6/2030

	
 

	
120

	
119

	
0


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
11/1/2029

	
 

	
120

	
117

	
360


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
1/1/2030

	
 

	
120

	
119

	
360


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
11/6/2029

	
 

	
120

	
117

	
360


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
12/6/2029

	
 

	
120

	
118

	
360


	
39

	
SMC

	
La Jolla Seaview

	
12/6/2029

	
 

	
120

	
118

	
0


	
40

	
SMC

	
Walnut & Warren Food Lions

	
12/6/2029

	
 

	
120

	
118

	
360


	
40.01

	
SMC

	
Walnut Hill

	
 

	
 

	
 

	
 

	
 


	
40.02

	
SMC

	
Warren Corners

	
 

	
 

	
 

	
 

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
12/6/2029

	
 

	
120

	
118

	
360


	
42

	
Barclays

	
North Fayette Shopping Center

	
11/6/2029

	
 

	
120

	
117

	
360


	
43

	
SMC

	
Sioux City MHC Portfolio

	
1/6/2030

	
 

	
120

	
119

	
360


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 

	
 

	
 

	
 

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
 

	
 

	
 

	
 

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 

	
 

	
 

	
 

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
 

	
 

	
 

	
 

	
 


	
44

	
SMC

	
251 East 10th Street

	
2/6/2030

	
 

	
120

	
120

	
0


	
45

	
Barclays

	
ABC Self Storage

	
12/6/2024

	
 

	
60

	
58

	
360




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Rem. Amort.

	
Crossed Loan

	
Original String

	
Title Type


	
1

	
Barclays

	
Parkmerced

	
0

	
No

	
YM(57),O(3)

	
Fee


	
2

	
Barclays

	
650 Madison Avenue

	
0

	
No

	
L(26),Def(87),O(7)

	
Fee


	
3

	
SGFC

	
Kings Plaza

	
0

	
No

	
L(25),Grtr1%orYM(90),O(5)

	
Fee/Leasehold


	
4

	
Barclays

	
545 Washington Boulevard

	
0

	
No

	
L(24),Def(89),O(7)

	
Fee/Leasehold


	
5

	
Barclays

	
F5 Tower

	
0

	
No

	
L(24),Grtr1%orYM(1),DeforGrtr1%orYM(88),O(7)

	
Fee


	
6

	
Barclays

	
Exchange on Erwin

	
0

	
No

	
L(24),YM(92),O(4)

	
Fee


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
0

	
No

	
Grtr0.5%orYM(26),DeforGrtr0.5%orYM(87),O(7)

	
Fee/Leasehold


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
0

	
No

	
L(26),Def(90),O(4)

	
Fee


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 

	
 

	
 

	
Fee


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 

	
 

	
 

	
Fee


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 

	
 

	
 

	
Fee


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 

	
 

	
 

	
Fee


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 

	
 

	
 

	
Fee


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 

	
 

	
 

	
Fee


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 

	
 

	
 

	
Fee


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 

	
 

	
 

	
Fee


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 

	
 

	
 

	
Fee


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 

	
 

	
 

	
Fee


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 

	
 

	
 

	
Fee


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 

	
 

	
 

	
Fee


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 

	
 

	
 

	
Fee


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 

	
 

	
 

	
Fee


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 

	
 

	
 

	
Fee


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 

	
 

	
 

	
Fee


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 

	
 

	
 

	
Fee


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 

	
 

	
 

	
Fee


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 

	
 

	
 

	
Fee


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 

	
 

	
 

	
Fee


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 

	
 

	
 

	
Fee


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 

	
 

	
 

	
Fee


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 

	
 

	
 

	
Fee


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 

	
 

	
 

	
Fee


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 

	
 

	
 

	
Fee


	
9

	
SGFC

	
CNP Headquarters

	
360

	
No

	
L(24),DeforGrtr1%orYM(89),O(7)

	
Fee


	
10

	
SMC

	
482 Seneca Avenue

	
0

	
Yes

	
L(25),Def(89),O(6)

	
Fee


	
11

	
SMC

	
217 Court Street

	
0

	
Yes

	
L(25),Def(89),O(6)

	
Fee


	
12

	
SMC

	
144 North 11th Street

	
0

	
Yes

	
L(25),Def(89),O(6)

	
Fee


	
13

	
SMC

	
99 North 7th Street

	
0

	
Yes

	
L(25),Def(89),O(6)

	
Fee


	
14

	
SMC

	
22 Melrose Street

	
0

	
Yes

	
L(25),Def(89),O(6)

	
Fee


	
15

	
Barclays

	
Millikan Business Center

	
360

	
No

	
L(27),Def(89),O(4)

	
Fee


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
360

	
No

	
L(26),Def(90),O(4)

	
Fee


	
17

	
SGFC

	
2000 Park Lane

	
360

	
No

	
L(60),Grtr1%orYM(56),O(4)

	
Fee


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
0

	
No

	
L(24),Def(92),O(4)

	
Fee




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Rem. Amort.

	
Crossed Loan

	
Original String

	
Title Type


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 

	
 

	
 

	
Fee


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 

	
 

	
 

	
Fee


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 

	
 

	
 

	
Fee


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 

	
 

	
 

	
Fee


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 

	
 

	
 

	
Fee


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 

	
 

	
 

	
Fee


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 

	
 

	
 

	
Fee


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 

	
 

	
 

	
Fee


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 

	
 

	
 

	
Fee


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 

	
 

	
 

	
Fee


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 

	
 

	
 

	
Fee


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 

	
 

	
 

	
Fee


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 

	
 

	
 

	
Fee


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 

	
 

	
 

	
Fee


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 

	
 

	
 

	
Fee


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 

	
 

	
 

	
Fee


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 

	
 

	
 

	
Fee


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 

	
 

	
 

	
Fee


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 

	
 

	
 

	
Fee


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 

	
 

	
 

	
Fee


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 

	
 

	
 

	
Fee


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 

	
 

	
 

	
Fee


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 

	
 

	
 

	
Fee


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 

	
 

	
 

	
Fee


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 

	
 

	
 

	
Fee


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 

	
 

	
 

	
Fee


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 

	
 

	
 

	
Fee


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 

	
 

	
 

	
Fee


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 

	
 

	
 

	
Fee


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 

	
 

	
 

	
Fee


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 

	
 

	
 

	
Fee


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 

	
 

	
 

	
Fee


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 

	
 

	
 

	
Fee


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 

	
 

	
 

	
Fee


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 

	
 

	
 

	
Fee


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
360

	
No

	
L(25),Def(91),O(4)

	
Fee


	
19.01

	
Barclays

	
7500 S South Shore

	
 

	
 

	
 

	
Fee


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 

	
 

	
 

	
Fee


	
19.03

	
Barclays

	
South Clyde

	
 

	
 

	
 

	
Fee


	
19.04

	
Barclays

	
Heather Glenn

	
 

	
 

	
 

	
Fee


	
19.05

	
Barclays

	
The Woodlands

	
 

	
 

	
 

	
Fee


	
19.06

	
Barclays

	
South Chappel

	
 

	
 

	
 

	
Fee


	
19.07

	
Barclays

	
The Timbers

	
 

	
 

	
 

	
Fee


	
20

	
SMC

	
Gardena Valley Shopping Center

	
0

	
No

	
L(25),Def(91),O(4)

	
Fee


	
21

	
SGFC

	
BlueLinx Portfolio III

	
0

	
No

	
L(25),Def(31),O(4)

	
Fee


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 

	
 

	
 

	
Fee


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 

	
 

	
 

	
Fee


	
21.03

	
SGFC

	
BlueLinx Madison

	
 

	
 

	
 

	
Fee


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 

	
 

	
 

	
Fee




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Rem. Amort.

	
Crossed Loan

	
Original String

	
Title Type


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
360

	
No

	
L(25),Def(91),O(4)

	
Fee


	
23

	
SGFC

	
Hanover Place

	
0

	
No

	
L(25),Def(91),O(4)

	
Fee


	
24

	
SMC

	
Landing At The Quarter

	
0

	
No

	
L(25),Grtr1%orYM(90),O(5)

	
Fee


	
25

	
SMC

	
StorPlace Cool Springs

	
360

	
Yes

	
L(25),Def(91),O(4)

	
Fee


	
26

	
SMC

	
StorPlace Hendersonville

	
360

	
Yes

	
L(25),Def(91),O(4)

	
Fee


	
27

	
SMC

	
404-406 Broadway

	
0

	
No

	
L(25),Def(89),O(6)

	
Fee


	
28

	
SMC

	
Holly Office Park

	
0

	
No

	
L(25),Def(91),O(4)

	
Fee


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
357

	
No

	
L(24),Grtr1%orYM(92),O(4)

	
Fee


	
30

	
SMC

	
The Alhambra Lofts

	
0

	
No

	
L(26),Def(90),O(4)

	
Fee


	
31

	
Barclays

	
41 University Drive

	
359

	
No

	
L(25),Def(91),O(4)

	
Fee


	
32

	
SMC

	
CVS Walgreens Portfolio

	
0

	
No

	
L(26),Def(90),O(4)

	
Fee


	
32.01

	
SMC

	
Walgreens Post Falls

	
 

	
 

	
 

	
Fee


	
32.02

	
SMC

	
CVS Trenton

	
 

	
 

	
 

	
Fee


	
32.03

	
SMC

	
CVS Westborough

	
 

	
 

	
 

	
Fee


	
33

	
Barclays

	
Second Street Shops

	
360

	
No

	
L(25),Grtr1%orYM(89),O(6)

	
Fee


	
34

	
SMC

	
101 Stanton Street

	
0

	
No

	
L(25),Def(91),O(4)

	
Fee


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
357

	
No

	
L(27),Def(89),O(4)

	
Fee


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
359

	
No

	
L(25),Def(91),O(4)

	
Fee


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
357

	
No

	
L(27),Def(89),O(4)

	
Fee


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
358

	
No

	
L(26),Def(87),O(7)

	
Fee


	
39

	
SMC

	
La Jolla Seaview

	
0

	
No

	
L(26),Def(90),O(4)

	
Fee


	
40

	
SMC

	
Walnut & Warren Food Lions

	
358

	
No

	
L(26),Def(90),O(4)

	
Fee


	
40.01

	
SMC

	
Walnut Hill

	
 

	
 

	
 

	
Fee


	
40.02

	
SMC

	
Warren Corners

	
 

	
 

	
 

	
Fee


	
41

	
SMC

	
Storage Xxtra Highway 92

	
358

	
No

	
L(26),Def(90),O(4)

	
Fee


	
42

	
Barclays

	
North Fayette Shopping Center

	
360

	
No

	
L(27),Def(88),O(5)

	
Fee


	
43

	
SMC

	
Sioux City MHC Portfolio

	
359

	
No

	
L(23),Grtr1%orYM(93),O(4)

	
Fee


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 

	
 

	
 

	
Fee


	
43.02

	
SMC

	
Cottonwood MHP

	
 

	
 

	
 

	
Fee


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 

	
 

	
 

	
Fee


	
43.04

	
SMC

	
Lakeshore MHP

	
 

	
 

	
 

	
Fee


	
44

	
SMC

	
251 East 10th Street

	
0

	
No

	
L(24),Def(92),O(4)

	
Fee


	
45

	
Barclays

	
ABC Self Storage

	
358

	
No

	
L(26),Def(30),O(4)

	
Fee




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Grace Period (Late Payment)

	
Upfront Eng. Reserve

	
Upfront RE Tax Reserve

	
Monthly RE Tax Reserve


	
1

	
Barclays

	
Parkmerced

	
0

	
108,207 

	
795,083 

	
795,083 


	
2

	
Barclays

	
650 Madison Avenue

	
3

	
0 

	
0 

	
Springing


	
3

	
SGFC

	
Kings Plaza

	
5

	
0 

	
0 

	
Springing


	
4

	
Barclays

	
545 Washington Boulevard

	
0

	
0 

	
881,651 

	
Springing


	
5

	
Barclays

	
F5 Tower

	
0

	
0 

	
644,935 

	
214,978 


	
6

	
Barclays

	
Exchange on Erwin

	
0

	
30,000 

	
0 

	
Springing


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
0

	
0 

	
0 

	
Springing


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
0

	
69,781 

	
499,357 

	
Springing


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 

	
 

	
 

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 

	
 

	
 

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 

	
 

	
 

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 

	
 

	
 

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 

	
 

	
 

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 

	
 

	
 

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 

	
 

	
 

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 

	
 

	
 

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 

	
 

	
 

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 

	
 

	
 

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 

	
 

	
 

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 

	
 

	
 

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 

	
 

	
 

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 

	
 

	
 

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 

	
 

	
 

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 

	
 

	
 

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 

	
 

	
 

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 

	
 

	
 

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 

	
 

	
 

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 

	
 

	
 

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 

	
 

	
 

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 

	
 

	
 

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 

	
 

	
 

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 

	
 

	
 

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 

	
 

	
 

	
 


	
9

	
SGFC

	
CNP Headquarters

	
5

	
0 

	
0 

	
Springing


	
10

	
SMC

	
482 Seneca Avenue

	
0

	
0 

	
10,462 

	
10,462 


	
11

	
SMC

	
217 Court Street

	
0

	
0 

	
6,575 

	
6,575 


	
12

	
SMC

	
144 North 11th Street

	
0

	
0 

	
618 

	
309 


	
13

	
SMC

	
99 North 7th Street

	
0

	
0 

	
1,843 

	
921 


	
14

	
SMC

	
22 Melrose Street

	
0

	
0 

	
3,710 

	
3,710 


	
15

	
Barclays

	
Millikan Business Center

	
0

	
0 

	
26,106 

	
26,106 


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
0

	
225,790 

	
88,287 

	
29,429 


	
17

	
SGFC

	
2000 Park Lane

	
0

	
0 

	
207,779 

	
69,260 


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
0

	
0 

	
0 

	
Springing




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Grace Period (Late Payment)

	
Upfront Eng. Reserve

	
Upfront RE Tax Reserve

	
Monthly RE Tax Reserve


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 

	
 

	
 

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 

	
 

	
 

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 

	
 

	
 

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 

	
 

	
 

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 

	
 

	
 

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 

	
 

	
 

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 

	
 

	
 

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 

	
 

	
 

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 

	
 

	
 

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 

	
 

	
 

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 

	
 

	
 

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 

	
 

	
 

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 

	
 

	
 

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 

	
 

	
 

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 

	
 

	
 

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 

	
 

	
 

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 

	
 

	
 

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 

	
 

	
 

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 

	
 

	
 

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 

	
 

	
 

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 

	
 

	
 

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 

	
 

	
 

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 

	
 

	
 

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 

	
 

	
 

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 

	
 

	
 

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 

	
 

	
 

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 

	
 

	
 

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 

	
 

	
 

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 

	
 

	
 

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 

	
 

	
 

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 

	
 

	
 

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 

	
 

	
 

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 

	
 

	
 

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 

	
 

	
 

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 

	
 

	
 

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
0

	
12,484 

	
78,366 

	
19,591 


	
19.01

	
Barclays

	
7500 S South Shore

	
 

	
 

	
 

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 

	
 

	
 

	
 


	
19.03

	
Barclays

	
South Clyde

	
 

	
 

	
 

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
 

	
 

	
 

	
 


	
19.05

	
Barclays

	
The Woodlands

	
 

	
 

	
 

	
 


	
19.06

	
Barclays

	
South Chappel

	
 

	
 

	
 

	
 


	
19.07

	
Barclays

	
The Timbers

	
 

	
 

	
 

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
0

	
0 

	
96,881 

	
24,220 


	
21

	
SGFC

	
BlueLinx Portfolio III

	
5

	
3,125 

	
0 

	
Springing


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 

	
 

	
 

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 

	
 

	
 

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
 

	
 

	
 

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 

	
 

	
 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Grace Period (Late Payment)

	
Upfront Eng. Reserve

	
Upfront RE Tax Reserve

	
Monthly RE Tax Reserve


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
0

	
0 

	
64,081 

	
21,360 


	
23

	
SGFC

	
Hanover Place

	
0

	
25,000 

	
541,125 

	
41,625 


	
24

	
SMC

	
Landing At The Quarter

	
0

	
0 

	
81,079 

	
13,513 


	
25

	
SMC

	
StorPlace Cool Springs

	
0

	
0 

	
23,107 

	
5,777 


	
26

	
SMC

	
StorPlace Hendersonville

	
0

	
0 

	
18,339 

	
4,585 


	
27

	
SMC

	
404-406 Broadway

	
0

	
0 

	
19,945 

	
19,945 


	
28

	
SMC

	
Holly Office Park

	
0

	
3,775 

	
32,581 

	
16,291 


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
0

	
0 

	
20,765 

	
20,765 


	
30

	
SMC

	
The Alhambra Lofts

	
0

	
0 

	
0 

	
16,586 


	
31

	
Barclays

	
41 University Drive

	
0

	
24,250 

	
125,195 

	
20,409 


	
32

	
SMC

	
CVS Walgreens Portfolio

	
0

	
0 

	
0 

	
Springing


	
32.01

	
SMC

	
Walgreens Post Falls

	
 

	
 

	
 

	
 


	
32.02

	
SMC

	
CVS Trenton

	
 

	
 

	
 

	
 


	
32.03

	
SMC

	
CVS Westborough

	
 

	
 

	
 

	
 


	
33

	
Barclays

	
Second Street Shops

	
3 (Once per trailing 12-month period)

	
0 

	
55,594 

	
27,797 


	
34

	
SMC

	
101 Stanton Street

	
0

	
8,250 

	
12,660 

	
12,660 


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
5

	
0 

	
118,000 

	
9,833 


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
0

	
0 

	
0 

	
9,075 


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
0

	
0 

	
114,457 

	
9,538 


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
0

	
0 

	
65,799 

	
10,967 


	
39

	
SMC

	
La Jolla Seaview

	
0

	
0 

	
29,819 

	
12,743 


	
40

	
SMC

	
Walnut & Warren Food Lions

	
0

	
0 

	
21,552 

	
10,836 


	
40.01

	
SMC

	
Walnut Hill

	
 

	
 

	
 

	
 


	
40.02

	
SMC

	
Warren Corners

	
 

	
 

	
 

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
0

	
0 

	
8,204 

	
4,102 


	
42

	
Barclays

	
North Fayette Shopping Center

	
0

	
0 

	
22,316 

	
5,579 


	
43

	
SMC

	
Sioux City MHC Portfolio

	
0

	
25,313 

	
15,032 

	
2,860 


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 

	
 

	
 

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
 

	
 

	
 

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 

	
 

	
 

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
 

	
 

	
 

	
 


	
44

	
SMC

	
251 East 10th Street

	
0

	
7,500 

	
6,339 

	
2,113 


	
45

	
Barclays

	
ABC Self Storage

	
0

	
0 

	
46,952 

	
11,738 




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
RE Tax Escrow Cash or LOC

	
Counterparty of RE Tax Escrow LOC

	
Upfront Ins. Reserve

	
Monthly Ins. Reserve


	
1

	
Barclays

	
Parkmerced

	
Cash

	
 

	
0 

	
Springing


	
2

	
Barclays

	
650 Madison Avenue

	
Cash

	
 

	
0 

	
Springing


	
3

	
SGFC

	
Kings Plaza

	
Cash

	
 

	
0 

	
Springing


	
4

	
Barclays

	
545 Washington Boulevard

	
Cash

	
 

	
0 

	
Springing


	
5

	
Barclays

	
F5 Tower

	
Cash

	
 

	
0 

	
Springing


	
6

	
Barclays

	
Exchange on Erwin

	
Cash

	
 

	
0 

	
Springing


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
Cash

	
 

	
0 

	
Springing


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
Cash

	
 

	
0 

	
Springing


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 

	
 

	
 

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 

	
 

	
 

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 

	
 

	
 

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 

	
 

	
 

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 

	
 

	
 

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 

	
 

	
 

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 

	
 

	
 

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 

	
 

	
 

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 

	
 

	
 

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 

	
 

	
 

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 

	
 

	
 

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 

	
 

	
 

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 

	
 

	
 

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 

	
 

	
 

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 

	
 

	
 

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 

	
 

	
 

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 

	
 

	
 

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 

	
 

	
 

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 

	
 

	
 

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 

	
 

	
 

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 

	
 

	
 

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 

	
 

	
 

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 

	
 

	
 

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 

	
 

	
 

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 

	
 

	
 

	
 


	
9

	
SGFC

	
CNP Headquarters

	
Cash

	
 

	
0 

	
Springing


	
10

	
SMC

	
482 Seneca Avenue

	
Cash

	
 

	
12,595 

	
1,142 


	
11

	
SMC

	
217 Court Street

	
Cash

	
 

	
5,411 

	
416 


	
12

	
SMC

	
144 North 11th Street

	
Cash

	
 

	
5,831 

	
528 


	
13

	
SMC

	
99 North 7th Street

	
Cash

	
 

	
4,938 

	
446 


	
14

	
SMC

	
22 Melrose Street

	
Cash

	
 

	
1,744 

	
273 


	
15

	
Barclays

	
Millikan Business Center

	
Cash

	
 

	
0 

	
Springing


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
Cash

	
 

	
0 

	
Springing


	
17

	
SGFC

	
2000 Park Lane

	
Cash

	
 

	
0 

	
Springing


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
Cash

	
 

	
0 

	
Springing




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
RE Tax Escrow Cash or LOC

	
Counterparty of RE Tax Escrow LOC

	
Upfront Ins. Reserve

	
Monthly Ins. Reserve


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 

	
 

	
 

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 

	
 

	
 

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 

	
 

	
 

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 

	
 

	
 

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 

	
 

	
 

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 

	
 

	
 

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 

	
 

	
 

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 

	
 

	
 

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 

	
 

	
 

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 

	
 

	
 

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 

	
 

	
 

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 

	
 

	
 

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 

	
 

	
 

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 

	
 

	
 

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 

	
 

	
 

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 

	
 

	
 

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 

	
 

	
 

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 

	
 

	
 

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 

	
 

	
 

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 

	
 

	
 

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 

	
 

	
 

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 

	
 

	
 

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 

	
 

	
 

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 

	
 

	
 

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 

	
 

	
 

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 

	
 

	
 

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 

	
 

	
 

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 

	
 

	
 

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 

	
 

	
 

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 

	
 

	
 

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 

	
 

	
 

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 

	
 

	
 

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 

	
 

	
 

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 

	
 

	
 

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 

	
 

	
 

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
Cash

	
 

	
10,843 

	
10,843 


	
19.01

	
Barclays

	
7500 S South Shore

	
 

	
 

	
 

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 

	
 

	
 

	
 


	
19.03

	
Barclays

	
South Clyde

	
 

	
 

	
 

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
 

	
 

	
 

	
 


	
19.05

	
Barclays

	
The Woodlands

	
 

	
 

	
 

	
 


	
19.06

	
Barclays

	
South Chappel

	
 

	
 

	
 

	
 


	
19.07

	
Barclays

	
The Timbers

	
 

	
 

	
 

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
Cash

	
 

	
19,016 

	
2,717 


	
21

	
SGFC

	
BlueLinx Portfolio III

	
Cash

	
 

	
0 

	
Springing


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 

	
 

	
 

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 

	
 

	
 

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
 

	
 

	
 

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 

	
 

	
 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
RE Tax Escrow Cash or LOC

	
Counterparty of RE Tax Escrow LOC

	
Upfront Ins. Reserve

	
Monthly Ins. Reserve


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
Cash

	
 

	
68,632 

	
13,393 


	
23

	
SGFC

	
Hanover Place

	
Cash

	
 

	
17,327 

	
4,332 


	
24

	
SMC

	
Landing At The Quarter

	
Cash

	
 

	
15,603 

	
1,115 


	
25

	
SMC

	
StorPlace Cool Springs

	
Cash

	
 

	
0 

	
Springing


	
26

	
SMC

	
StorPlace Hendersonville

	
Cash

	
 

	
0 

	
Springing


	
27

	
SMC

	
404-406 Broadway

	
Cash

	
 

	
6,354 

	
1,588 


	
28

	
SMC

	
Holly Office Park

	
Cash

	
 

	
23,599 

	
2,145 


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
Cash

	
 

	
0 

	
Springing


	
30

	
SMC

	
The Alhambra Lofts

	
Cash

	
 

	
6,800 

	
2,267 


	
31

	
Barclays

	
41 University Drive

	
Cash

	
 

	
5,534 

	
1,845 


	
32

	
SMC

	
CVS Walgreens Portfolio

	
Cash

	
 

	
0 

	
Springing


	
32.01

	
SMC

	
Walgreens Post Falls

	
 

	
 

	
 

	
 


	
32.02

	
SMC

	
CVS Trenton

	
 

	
 

	
 

	
 


	
32.03

	
SMC

	
CVS Westborough

	
 

	
 

	
 

	
 


	
33

	
Barclays

	
Second Street Shops

	
Cash

	
 

	
0 

	
Springing


	
34

	
SMC

	
101 Stanton Street

	
Cash

	
 

	
1,696 

	
822 


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
Cash

	
 

	
23,852 

	
3,976 


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
Cash

	
 

	
17,341 

	
1,577 


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
Cash

	
 

	
0 

	
Springing


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
Cash

	
 

	
4,493 

	
2,246 


	
39

	
SMC

	
La Jolla Seaview

	
Cash

	
 

	
1,563 

	
781 


	
40

	
SMC

	
Walnut & Warren Food Lions

	
Cash

	
 

	
3,800 

	
1,900 


	
40.01

	
SMC

	
Walnut Hill

	
 

	
 

	
 

	
 


	
40.02

	
SMC

	
Warren Corners

	
 

	
 

	
 

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
Cash

	
 

	
0 

	
Springing


	
42

	
Barclays

	
North Fayette Shopping Center

	
Cash

	
 

	
3,468 

	
1,734 


	
43

	
SMC

	
Sioux City MHC Portfolio

	
Cash

	
 

	
9,033 

	
1,290 


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 

	
 

	
 

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
 

	
 

	
 

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 

	
 

	
 

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
 

	
 

	
 

	
 


	
44

	
SMC

	
251 East 10th Street

	
Cash

	
 

	
7,323 

	
814 


	
45

	
Barclays

	
ABC Self Storage

	
Cash

	
 

	
4,508 

	
1,503 




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Insurance Escrow Cash or LOC

	
Counterparty of Insurance Escrow LOC

	
Upfront CapEx Reserve


	
1

	
Barclays

	
Parkmerced

	
Cash

	
 

	
0 


	
2

	
Barclays

	
650 Madison Avenue

	
Cash

	
 

	
0 


	
3

	
SGFC

	
Kings Plaza

	
Cash

	
 

	
0 


	
4

	
Barclays

	
545 Washington Boulevard

	
Cash

	
 

	
0 


	
5

	
Barclays

	
F5 Tower

	
Cash

	
 

	
0 


	
6

	
Barclays

	
Exchange on Erwin

	
Cash

	
 

	
0 


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
Cash

	
 

	
0 


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
Cash

	
 

	
406,650 


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 

	
 

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 

	
 

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 

	
 

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 

	
 

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 

	
 

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 

	
 

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 

	
 

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 

	
 

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 

	
 

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 

	
 

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 

	
 

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 

	
 

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 

	
 

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 

	
 

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 

	
 

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 

	
 

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 

	
 

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 

	
 

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 

	
 

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 

	
 

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 

	
 

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 

	
 

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 

	
 

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 

	
 

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 

	
 

	
 


	
9

	
SGFC

	
CNP Headquarters

	
Cash

	
 

	
0 


	
10

	
SMC

	
482 Seneca Avenue

	
Cash

	
 

	
0 


	
11

	
SMC

	
217 Court Street

	
Cash

	
 

	
0 


	
12

	
SMC

	
144 North 11th Street

	
Cash

	
 

	
0 


	
13

	
SMC

	
99 North 7th Street

	
Cash

	
 

	
0 


	
14

	
SMC

	
22 Melrose Street

	
Cash

	
 

	
0 


	
15

	
Barclays

	
Millikan Business Center

	
Cash

	
 

	
0 


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
Cash

	
 

	
0 


	
17

	
SGFC

	
2000 Park Lane

	
Cash

	
 

	
2,936 


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
Cash

	
 

	
0 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Insurance Escrow Cash or LOC

	
Counterparty of Insurance Escrow LOC

	
Upfront CapEx Reserve


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 

	
 

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 

	
 

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 

	
 

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 

	
 

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 

	
 

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 

	
 

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 

	
 

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 

	
 

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 

	
 

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 

	
 

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 

	
 

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 

	
 

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 

	
 

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 

	
 

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 

	
 

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 

	
 

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 

	
 

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 

	
 

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 

	
 

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 

	
 

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 

	
 

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 

	
 

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 

	
 

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 

	
 

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 

	
 

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 

	
 

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 

	
 

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 

	
 

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 

	
 

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 

	
 

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 

	
 

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 

	
 

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 

	
 

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 

	
 

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 

	
 

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
Cash

	
 

	
354,000 


	
19.01

	
Barclays

	
7500 S South Shore

	
 

	
 

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 

	
 

	
 


	
19.03

	
Barclays

	
South Clyde

	
 

	
 

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
 

	
 

	
 


	
19.05

	
Barclays

	
The Woodlands

	
 

	
 

	
 


	
19.06

	
Barclays

	
South Chappel

	
 

	
 

	
 


	
19.07

	
Barclays

	
The Timbers

	
 

	
 

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
Cash

	
 

	
0 


	
21

	
SGFC

	
BlueLinx Portfolio III

	
Cash

	
 

	
0 


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 

	
 

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 

	
 

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
 

	
 

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 

	
 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Insurance Escrow Cash or LOC

	
Counterparty of Insurance Escrow LOC

	
Upfront CapEx Reserve


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
Cash

	
 

	
0 


	
23

	
SGFC

	
Hanover Place

	
Cash

	
 

	
425,000 


	
24

	
SMC

	
Landing At The Quarter

	
Cash

	
 

	
0 


	
25

	
SMC

	
StorPlace Cool Springs

	
Cash

	
 

	
0 


	
26

	
SMC

	
StorPlace Hendersonville

	
Cash

	
 

	
0 


	
27

	
SMC

	
404-406 Broadway

	
Cash

	
 

	
0 


	
28

	
SMC

	
Holly Office Park

	
Cash

	
 

	
0 


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
Cash

	
 

	
0 


	
30

	
SMC

	
The Alhambra Lofts

	
Cash

	
 

	
0 


	
31

	
Barclays

	
41 University Drive

	
Cash

	
 

	
0 


	
32

	
SMC

	
CVS Walgreens Portfolio

	
Cash

	
 

	
0 


	
32.01

	
SMC

	
Walgreens Post Falls

	
 

	
 

	
 


	
32.02

	
SMC

	
CVS Trenton

	
 

	
 

	
 


	
32.03

	
SMC

	
CVS Westborough

	
 

	
 

	
 


	
33

	
Barclays

	
Second Street Shops

	
Cash

	
 

	
0 


	
34

	
SMC

	
101 Stanton Street

	
Cash

	
 

	
0 


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
Cash

	
 

	
0 


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
Cash

	
 

	
0 


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
Cash

	
 

	
0 


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
Cash

	
 

	
350,000 


	
39

	
SMC

	
La Jolla Seaview

	
Cash

	
 

	
0 


	
40

	
SMC

	
Walnut & Warren Food Lions

	
Cash

	
 

	
215,000 


	
40.01

	
SMC

	
Walnut Hill

	
 

	
 

	
 


	
40.02

	
SMC

	
Warren Corners

	
 

	
 

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
Cash

	
 

	
0 


	
42

	
Barclays

	
North Fayette Shopping Center

	
Cash

	
 

	
0 


	
43

	
SMC

	
Sioux City MHC Portfolio

	
Cash

	
 

	
0 


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 

	
 

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
 

	
 

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 

	
 

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
 

	
 

	
 


	
44

	
SMC

	
251 East 10th Street

	
Cash

	
 

	
0 


	
45

	
Barclays

	
ABC Self Storage

	
Cash

	
 

	
0 




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Monthly Capex Reserve

	
CapEx Reserve Cap

	
Capex Escrow Cash or LOC


	
1

	
Barclays

	
Parkmerced

	
65,938 

	
 

	
Cash


	
2

	
Barclays

	
650 Madison Avenue

	
Springing

	
 

	
Cash


	
3

	
SGFC

	
Kings Plaza

	
Springing

	
348,899 

	
Cash


	
4

	
Barclays

	
545 Washington Boulevard

	
10,834 

	
 

	
Cash


	
5

	
Barclays

	
F5 Tower

	
Springing

	
 

	
Cash


	
6

	
Barclays

	
Exchange on Erwin

	
0 

	
 

	
 


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
Springing

	
 

	
Cash


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
2,965 

	
 

	
Cash


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 

	
 

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 

	
 

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 

	
 

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 

	
 

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 

	
 

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 

	
 

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 

	
 

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 

	
 

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 

	
 

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 

	
 

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 

	
 

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 

	
 

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 

	
 

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 

	
 

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 

	
 

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 

	
 

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 

	
 

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 

	
 

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 

	
 

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 

	
 

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 

	
 

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 

	
 

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 

	
 

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 

	
 

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 

	
 

	
 


	
9

	
SGFC

	
CNP Headquarters

	
Springing

	
 

	
Cash


	
10

	
SMC

	
482 Seneca Avenue

	
438 

	
10,000 

	
Cash


	
11

	
SMC

	
217 Court Street

	
125 

	
 

	
Cash


	
12

	
SMC

	
144 North 11th Street

	
167 

	
 

	
Cash


	
13

	
SMC

	
99 North 7th Street

	
146 

	
 

	
Cash


	
14

	
SMC

	
22 Melrose Street

	
167 

	
 

	
Cash


	
15

	
Barclays

	
Millikan Business Center

	
4,896 

	
 

	
Cash


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
4,797 

	
 

	
Cash


	
17

	
SGFC

	
2000 Park Lane

	
2,936 

	
 

	
Cash


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
Springing

	
 

	
Cash




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Monthly Capex Reserve

	
CapEx Reserve Cap

	
Capex Escrow Cash or LOC


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 

	
 

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 

	
 

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 

	
 

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 

	
 

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 

	
 

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 

	
 

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 

	
 

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 

	
 

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 

	
 

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 

	
 

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 

	
 

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 

	
 

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 

	
 

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 

	
 

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 

	
 

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 

	
 

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 

	
 

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 

	
 

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 

	
 

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 

	
 

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 

	
 

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 

	
 

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 

	
 

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 

	
 

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 

	
 

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 

	
 

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 

	
 

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 

	
 

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 

	
 

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 

	
 

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 

	
 

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 

	
 

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 

	
 

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 

	
 

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 

	
 

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
Springing

	
 

	
Cash


	
19.01

	
Barclays

	
7500 S South Shore

	
 

	
 

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 

	
 

	
 


	
19.03

	
Barclays

	
South Clyde

	
 

	
 

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
 

	
 

	
 


	
19.05

	
Barclays

	
The Woodlands

	
 

	
 

	
 


	
19.06

	
Barclays

	
South Chappel

	
 

	
 

	
 


	
19.07

	
Barclays

	
The Timbers

	
 

	
 

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
0 

	
 

	
 


	
21

	
SGFC

	
BlueLinx Portfolio III

	
Springing

	
 

	
Cash


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 

	
 

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 

	
 

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
 

	
 

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 

	
 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Monthly Capex Reserve

	
CapEx Reserve Cap

	
Capex Escrow Cash or LOC


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
1/12 of (i) 1% of Gross Revenue from Operations in Years 1 and 2 of the Loan, (ii) 2% in Year 3 and (iii) 4% each year thereafter of the Loan term

	
 

	
Cash


	
23

	
SGFC

	
Hanover Place

	
Springing

	
425,000 

	
Cash


	
24

	
SMC

	
Landing At The Quarter

	
1,432 

	
 

	
Cash


	
25

	
SMC

	
StorPlace Cool Springs

	
764 

	
27,515 

	
Cash


	
26

	
SMC

	
StorPlace Hendersonville

	
595 

	
21,435 

	
Cash


	
27

	
SMC

	
404-406 Broadway

	
270 

	
 

	
Cash


	
28

	
SMC

	
Holly Office Park

	
2,962 

	
 

	
Cash


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
1/12 of 4% of Gross Income from Operations

	
 

	
Cash


	
30

	
SMC

	
The Alhambra Lofts

	
792 

	
50,000 

	
Cash


	
31

	
Barclays

	
41 University Drive

	
1,449 

	
 

	
Cash


	
32

	
SMC

	
CVS Walgreens Portfolio

	
0 

	
 

	
 


	
32.01

	
SMC

	
Walgreens Post Falls

	
 

	
 

	
 


	
32.02

	
SMC

	
CVS Trenton

	
 

	
 

	
 


	
32.03

	
SMC

	
CVS Westborough

	
 

	
 

	
 


	
33

	
Barclays

	
Second Street Shops

	
1,172 

	
 

	
Cash


	
34

	
SMC

	
101 Stanton Street

	
449 

	
 

	
Cash


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
Greater of (i) 1/12 of 4% of Gross Revenues or (ii) 1/12 of amount required pursuant to the franchise agreement

	
 

	
Cash


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
Greater of (i) 1/12 of 4% of Gross Revenues or (ii) 1/12 of amount required pursuant to the franchise agreement

	
 

	
Cash


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
1/12 of 4% of Gross Income from Operations

	
 

	
Cash


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
1/12 of 4% of Gross Income from Operations

	
 

	
Cash


	
39

	
SMC

	
La Jolla Seaview

	
206 

	
 

	
Cash


	
40

	
SMC

	
Walnut & Warren Food Lions

	
1,537 

	
 

	
Cash


	
40.01

	
SMC

	
Walnut Hill

	
 

	
 

	
 


	
40.02

	
SMC

	
Warren Corners

	
 

	
 

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
786 

	
28,300 

	
Cash


	
42

	
Barclays

	
North Fayette Shopping Center

	
594 

	
 

	
Cash


	
43

	
SMC

	
Sioux City MHC Portfolio

	
1,171 

	
 

	
Cash


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 

	
 

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
 

	
 

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 

	
 

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
 

	
 

	
 


	
44

	
SMC

	
251 East 10th Street

	
208 

	
 

	
Cash


	
45

	
Barclays

	
ABC Self Storage

	
1,347 

	
 

	
Cash




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Counterparty of Capex Escrow LOC

	
Upfront TI/LC Reserve

	
Monthly TI/LC Reserve


	
1

	
Barclays

	
Parkmerced

	
 

	
0 

	
0 


	
2

	
Barclays

	
650 Madison Avenue

	
 

	
0 

	
Springing


	
3

	
SGFC

	
Kings Plaza

	
 

	
0 

	
Springing


	
4

	
Barclays

	
545 Washington Boulevard

	
 

	
0 

	
72,226 


	
5

	
Barclays

	
F5 Tower

	
 

	
0 

	
0 


	
6

	
Barclays

	
Exchange on Erwin

	
 

	
2,500,000 

	
0 


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
 

	
0 

	
0 


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
 

	
500,000 

	
Springing


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 

	
 

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 

	
 

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 

	
 

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 

	
 

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 

	
 

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 

	
 

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 

	
 

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 

	
 

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 

	
 

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 

	
 

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 

	
 

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 

	
 

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 

	
 

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 

	
 

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 

	
 

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 

	
 

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 

	
 

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 

	
 

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 

	
 

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 

	
 

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 

	
 

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 

	
 

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 

	
 

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 

	
 

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 

	
 

	
 


	
9

	
SGFC

	
CNP Headquarters

	
 

	
0 

	
Springing


	
10

	
SMC

	
482 Seneca Avenue

	
 

	
0 

	
0 


	
11

	
SMC

	
217 Court Street

	
 

	
0 

	
0 


	
12

	
SMC

	
144 North 11th Street

	
 

	
0 

	
0 


	
13

	
SMC

	
99 North 7th Street

	
 

	
0 

	
0 


	
14

	
SMC

	
22 Melrose Street

	
 

	
0 

	
0 


	
15

	
Barclays

	
Millikan Business Center

	
 

	
0 

	
18,360 


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
 

	
535,125 

	
23,985 


	
17

	
SGFC

	
2000 Park Lane

	
 

	
24,465 

	
24,465 


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
 

	
0 

	
2,073 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Counterparty of Capex Escrow LOC

	
Upfront TI/LC Reserve

	
Monthly TI/LC Reserve


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 

	
 

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 

	
 

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 

	
 

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 

	
 

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 

	
 

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 

	
 

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 

	
 

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 

	
 

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 

	
 

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 

	
 

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 

	
 

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 

	
 

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 

	
 

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 

	
 

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 

	
 

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 

	
 

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 

	
 

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 

	
 

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 

	
 

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 

	
 

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 

	
 

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 

	
 

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 

	
 

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 

	
 

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 

	
 

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 

	
 

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 

	
 

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 

	
 

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 

	
 

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 

	
 

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 

	
 

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 

	
 

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 

	
 

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 

	
 

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 

	
 

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
 

	
0 

	
0 


	
19.01

	
Barclays

	
7500 S South Shore

	
 

	
 

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 

	
 

	
 


	
19.03

	
Barclays

	
South Clyde

	
 

	
 

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
 

	
 

	
 


	
19.05

	
Barclays

	
The Woodlands

	
 

	
 

	
 


	
19.06

	
Barclays

	
South Chappel

	
 

	
 

	
 


	
19.07

	
Barclays

	
The Timbers

	
 

	
 

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
 

	
0 

	
0 


	
21

	
SGFC

	
BlueLinx Portfolio III

	
 

	
0 

	
Springing


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 

	
 

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 

	
 

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
 

	
 

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 

	
 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Counterparty of Capex Escrow LOC

	
Upfront TI/LC Reserve

	
Monthly TI/LC Reserve


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
 

	
0 

	
0 


	
23

	
SGFC

	
Hanover Place

	
 

	
0 

	
0 


	
24

	
SMC

	
Landing At The Quarter

	
 

	
0 

	
6,203 


	
25

	
SMC

	
StorPlace Cool Springs

	
 

	
0 

	
0 


	
26

	
SMC

	
StorPlace Hendersonville

	
 

	
0 

	
0 


	
27

	
SMC

	
404-406 Broadway

	
 

	
0 

	
1,753 


	
28

	
SMC

	
Holly Office Park

	
 

	
400,000 

	
Springing


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
 

	
0 

	
0 


	
30

	
SMC

	
The Alhambra Lofts

	
 

	
0 

	
0 


	
31

	
Barclays

	
41 University Drive

	
 

	
0 

	
7,245 


	
32

	
SMC

	
CVS Walgreens Portfolio

	
 

	
0 

	
0 


	
32.01

	
SMC

	
Walgreens Post Falls

	
 

	
 

	
 


	
32.02

	
SMC

	
CVS Trenton

	
 

	
 

	
 


	
32.03

	
SMC

	
CVS Westborough

	
 

	
 

	
 


	
33

	
Barclays

	
Second Street Shops

	
 

	
0 

	
9,767 


	
34

	
SMC

	
101 Stanton Street

	
 

	
0 

	
175 


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
 

	
0 

	
0 


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
 

	
0 

	
0 


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
 

	
0 

	
0 


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
 

	
0 

	
0 


	
39

	
SMC

	
La Jolla Seaview

	
 

	
0 

	
225 


	
40

	
SMC

	
Walnut & Warren Food Lions

	
 

	
0 

	
5,584 


	
40.01

	
SMC

	
Walnut Hill

	
 

	
 

	
 


	
40.02

	
SMC

	
Warren Corners

	
 

	
 

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
 

	
0 

	
0 


	
42

	
Barclays

	
North Fayette Shopping Center

	
 

	
0 

	
2,972 


	
43

	
SMC

	
Sioux City MHC Portfolio

	
 

	
0 

	
0 


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 

	
 

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
 

	
 

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 

	
 

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
 

	
 

	
 


	
44

	
SMC

	
251 East 10th Street

	
 

	
0 

	
0 


	
45

	
Barclays

	
ABC Self Storage

	
 

	
0 

	
0 




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
TI/LC Reserve Cap

	
TI/LC Reserve Cash or LOC

	
Counterparty of TI/LC Escrow LOC


	
1

	
Barclays

	
Parkmerced

	
 

	
 

	
 


	
2

	
Barclays

	
650 Madison Avenue

	
 

	
Cash

	
 


	
3

	
SGFC

	
Kings Plaza

	
2,435,391 

	
Cash

	
 


	
4

	
Barclays

	
545 Washington Boulevard

	
1,500,000 

	
Cash

	
 


	
5

	
Barclays

	
F5 Tower

	
 

	
 

	
 


	
6

	
Barclays

	
Exchange on Erwin

	
 

	
Cash

	
 


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
 

	
 

	
 


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
 

	
Cash

	
 


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 

	
 

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 

	
 

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 

	
 

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 

	
 

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 

	
 

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 

	
 

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 

	
 

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 

	
 

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 

	
 

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 

	
 

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 

	
 

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 

	
 

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 

	
 

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 

	
 

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 

	
 

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 

	
 

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 

	
 

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 

	
 

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 

	
 

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 

	
 

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 

	
 

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 

	
 

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 

	
 

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 

	
 

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 

	
 

	
 


	
9

	
SGFC

	
CNP Headquarters

	
 

	
Cash

	
 


	
10

	
SMC

	
482 Seneca Avenue

	
 

	
 

	
 


	
11

	
SMC

	
217 Court Street

	
 

	
 

	
 


	
12

	
SMC

	
144 North 11th Street

	
 

	
 

	
 


	
13

	
SMC

	
99 North 7th Street

	
 

	
 

	
 


	
14

	
SMC

	
22 Melrose Street

	
 

	
 

	
 


	
15

	
Barclays

	
Millikan Business Center

	
1,101,611 

	
Cash

	
 


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
1,439,080 

	
Cash

	
 


	
17

	
SGFC

	
2000 Park Lane

	
 

	
Cash

	
 


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
99,488 

	
Cash

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
TI/LC Reserve Cap

	
TI/LC Reserve Cash or LOC

	
Counterparty of TI/LC Escrow LOC


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 

	
 

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 

	
 

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 

	
 

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 

	
 

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 

	
 

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 

	
 

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 

	
 

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 

	
 

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 

	
 

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 

	
 

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 

	
 

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 

	
 

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 

	
 

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 

	
 

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 

	
 

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 

	
 

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 

	
 

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 

	
 

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 

	
 

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 

	
 

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 

	
 

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 

	
 

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 

	
 

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 

	
 

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 

	
 

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 

	
 

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 

	
 

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 

	
 

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 

	
 

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 

	
 

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 

	
 

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 

	
 

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 

	
 

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 

	
 

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 

	
 

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
 

	
 

	
 


	
19.01

	
Barclays

	
7500 S South Shore

	
 

	
 

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 

	
 

	
 


	
19.03

	
Barclays

	
South Clyde

	
 

	
 

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
 

	
 

	
 


	
19.05

	
Barclays

	
The Woodlands

	
 

	
 

	
 


	
19.06

	
Barclays

	
South Chappel

	
 

	
 

	
 


	
19.07

	
Barclays

	
The Timbers

	
 

	
 

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
 

	
 

	
 


	
21

	
SGFC

	
BlueLinx Portfolio III

	
 

	
Cash

	
 


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 

	
 

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 

	
 

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
 

	
 

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 

	
 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
TI/LC Reserve Cap

	
TI/LC Reserve Cash or LOC

	
Counterparty of TI/LC Escrow LOC


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
 

	
 

	
 


	
23

	
SGFC

	
Hanover Place

	
 

	
 

	
 


	
24

	
SMC

	
Landing At The Quarter

	
223,000 

	
Cash

	
 


	
25

	
SMC

	
StorPlace Cool Springs

	
 

	
 

	
 


	
26

	
SMC

	
StorPlace Hendersonville

	
 

	
 

	
 


	
27

	
SMC

	
404-406 Broadway

	
 

	
Cash

	
 


	
28

	
SMC

	
Holly Office Park

	
400,000 

	
Cash

	
 


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
 

	
 

	
 


	
30

	
SMC

	
The Alhambra Lofts

	
 

	
 

	
 


	
31

	
Barclays

	
41 University Drive

	
434,700 

	
Cash

	
 


	
32

	
SMC

	
CVS Walgreens Portfolio

	
 

	
 

	
 


	
32.01

	
SMC

	
Walgreens Post Falls

	
 

	
 

	
 


	
32.02

	
SMC

	
CVS Trenton

	
 

	
 

	
 


	
32.03

	
SMC

	
CVS Westborough

	
 

	
 

	
 


	
33

	
Barclays

	
Second Street Shops

	
820,400 

	
Cash

	
 


	
34

	
SMC

	
101 Stanton Street

	
 

	
 

	
 


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
 

	
 

	
 


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
 

	
 

	
 


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
 

	
 

	
 


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
 

	
 

	
 


	
39

	
SMC

	
La Jolla Seaview

	
 

	
Cash

	
 


	
40

	
SMC

	
Walnut & Warren Food Lions

	
 

	
Cash

	
 


	
40.01

	
SMC

	
Walnut Hill

	
 

	
 

	
 


	
40.02

	
SMC

	
Warren Corners

	
 

	
 

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
 

	
 

	
 


	
42

	
Barclays

	
North Fayette Shopping Center

	
150,000 

	
Cash

	
 


	
43

	
SMC

	
Sioux City MHC Portfolio

	
 

	
 

	
 


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 

	
 

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
 

	
 

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 

	
 

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
 

	
 

	
 


	
44

	
SMC

	
251 East 10th Street

	
 

	
 

	
 


	
45

	
Barclays

	
ABC Self Storage

	
 

	
 

	
 




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Upfront Debt Service Reserve

	
Monthly Debt Service Reserve

	
Debt Service Reserve Cash or LOC


	
1

	
Barclays

	
Parkmerced

	
0 

	
0 

	
 


	
2

	
Barclays

	
650 Madison Avenue

	
0 

	
0 

	
 


	
3

	
SGFC

	
Kings Plaza

	
0 

	
0 

	
 


	
4

	
Barclays

	
545 Washington Boulevard

	
0 

	
0 

	
 


	
5

	
Barclays

	
F5 Tower

	
0 

	
0 

	
 


	
6

	
Barclays

	
Exchange on Erwin

	
0 

	
0 

	
 


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
0 

	
0 

	
 


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
0 

	
0 

	
 


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 

	
 

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 

	
 

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 

	
 

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 

	
 

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 

	
 

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 

	
 

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 

	
 

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 

	
 

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 

	
 

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 

	
 

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 

	
 

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 

	
 

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 

	
 

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 

	
 

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 

	
 

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 

	
 

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 

	
 

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 

	
 

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 

	
 

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 

	
 

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 

	
 

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 

	
 

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 

	
 

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 

	
 

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 

	
 

	
 


	
9

	
SGFC

	
CNP Headquarters

	
0 

	
0 

	
 


	
10

	
SMC

	
482 Seneca Avenue

	
0 

	
0 

	
 


	
11

	
SMC

	
217 Court Street

	
0 

	
0 

	
 


	
12

	
SMC

	
144 North 11th Street

	
0 

	
0 

	
 


	
13

	
SMC

	
99 North 7th Street

	
0 

	
0 

	
 


	
14

	
SMC

	
22 Melrose Street

	
0 

	
0 

	
 


	
15

	
Barclays

	
Millikan Business Center

	
0 

	
0 

	
 


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
0 

	
0 

	
 


	
17

	
SGFC

	
2000 Park Lane

	
0 

	
0 

	
 


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
0 

	
0 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Upfront Debt Service Reserve

	
Monthly Debt Service Reserve

	
Debt Service Reserve Cash or LOC


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 

	
 

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 

	
 

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 

	
 

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 

	
 

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 

	
 

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 

	
 

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 

	
 

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 

	
 

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 

	
 

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 

	
 

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 

	
 

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 

	
 

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 

	
 

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 

	
 

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 

	
 

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 

	
 

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 

	
 

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 

	
 

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 

	
 

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 

	
 

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 

	
 

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 

	
 

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 

	
 

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 

	
 

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 

	
 

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 

	
 

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 

	
 

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 

	
 

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 

	
 

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 

	
 

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 

	
 

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 

	
 

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 

	
 

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 

	
 

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 

	
 

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
0 

	
0 

	
 


	
19.01

	
Barclays

	
7500 S South Shore

	
 

	
 

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 

	
 

	
 


	
19.03

	
Barclays

	
South Clyde

	
 

	
 

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
 

	
 

	
 


	
19.05

	
Barclays

	
The Woodlands

	
 

	
 

	
 


	
19.06

	
Barclays

	
South Chappel

	
 

	
 

	
 


	
19.07

	
Barclays

	
The Timbers

	
 

	
 

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
0 

	
0 

	
 


	
21

	
SGFC

	
BlueLinx Portfolio III

	
0 

	
0 

	
 


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 

	
 

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 

	
 

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
 

	
 

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 

	
 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Upfront Debt Service Reserve

	
Monthly Debt Service Reserve

	
Debt Service Reserve Cash or LOC


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
0 

	
0 

	
 


	
23

	
SGFC

	
Hanover Place

	
0 

	
0 

	
 


	
24

	
SMC

	
Landing At The Quarter

	
0 

	
0 

	
 


	
25

	
SMC

	
StorPlace Cool Springs

	
0 

	
0 

	
 


	
26

	
SMC

	
StorPlace Hendersonville

	
0 

	
0 

	
 


	
27

	
SMC

	
404-406 Broadway

	
0 

	
0 

	
 


	
28

	
SMC

	
Holly Office Park

	
0 

	
0 

	
 


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
0 

	
0 

	
 


	
30

	
SMC

	
The Alhambra Lofts

	
0 

	
0 

	
 


	
31

	
Barclays

	
41 University Drive

	
0 

	
0 

	
 


	
32

	
SMC

	
CVS Walgreens Portfolio

	
0 

	
0 

	
 


	
32.01

	
SMC

	
Walgreens Post Falls

	
 

	
 

	
 


	
32.02

	
SMC

	
CVS Trenton

	
 

	
 

	
 


	
32.03

	
SMC

	
CVS Westborough

	
 

	
 

	
 


	
33

	
Barclays

	
Second Street Shops

	
0 

	
0 

	
 


	
34

	
SMC

	
101 Stanton Street

	
0 

	
0 

	
 


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
0 

	
0 

	
 


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
0 

	
0 

	
 


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
0 

	
0 

	
 


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
0 

	
0 

	
 


	
39

	
SMC

	
La Jolla Seaview

	
0 

	
0 

	
 


	
40

	
SMC

	
Walnut & Warren Food Lions

	
0 

	
0 

	
 


	
40.01

	
SMC

	
Walnut Hill

	
 

	
 

	
 


	
40.02

	
SMC

	
Warren Corners

	
 

	
 

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
0 

	
0 

	
 


	
42

	
Barclays

	
North Fayette Shopping Center

	
0 

	
0 

	
 


	
43

	
SMC

	
Sioux City MHC Portfolio

	
0 

	
0 

	
 


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 

	
 

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
 

	
 

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 

	
 

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
 

	
 

	
 


	
44

	
SMC

	
251 East 10th Street

	
0 

	
0 

	
 


	
45

	
Barclays

	
ABC Self Storage

	
0 

	
0 

	
 




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Counterparty of TI/LC Escrow LOC


	
1

	
Barclays

	
Parkmerced

	
 


	
2

	
Barclays

	
650 Madison Avenue

	
 


	
3

	
SGFC

	
Kings Plaza

	
 


	
4

	
Barclays

	
545 Washington Boulevard

	
 


	
5

	
Barclays

	
F5 Tower

	
 


	
6

	
Barclays

	
Exchange on Erwin

	
 


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
 


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
 


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 


	
9

	
SGFC

	
CNP Headquarters

	
 


	
10

	
SMC

	
482 Seneca Avenue

	
 


	
11

	
SMC

	
217 Court Street

	
 


	
12

	
SMC

	
144 North 11th Street

	
 


	
13

	
SMC

	
99 North 7th Street

	
 


	
14

	
SMC

	
22 Melrose Street

	
 


	
15

	
Barclays

	
Millikan Business Center

	
 


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
 


	
17

	
SGFC

	
2000 Park Lane

	
 


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Counterparty of TI/LC Escrow LOC


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
 


	
19.01

	
Barclays

	
7500 S South Shore

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 


	
19.03

	
Barclays

	
South Clyde

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
 


	
19.05

	
Barclays

	
The Woodlands

	
 


	
19.06

	
Barclays

	
South Chappel

	
 


	
19.07

	
Barclays

	
The Timbers

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
 


	
21

	
SGFC

	
BlueLinx Portfolio III

	
 


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Counterparty of TI/LC Escrow LOC


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
 


	
23

	
SGFC

	
Hanover Place

	
 


	
24

	
SMC

	
Landing At The Quarter

	
 


	
25

	
SMC

	
StorPlace Cool Springs

	
 


	
26

	
SMC

	
StorPlace Hendersonville

	
 


	
27

	
SMC

	
404-406 Broadway

	
 


	
28

	
SMC

	
Holly Office Park

	
 


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
 


	
30

	
SMC

	
The Alhambra Lofts

	
 


	
31

	
Barclays

	
41 University Drive

	
 


	
32

	
SMC

	
CVS Walgreens Portfolio

	
 


	
32.01

	
SMC

	
Walgreens Post Falls

	
 


	
32.02

	
SMC

	
CVS Trenton

	
 


	
32.03

	
SMC

	
CVS Westborough

	
 


	
33

	
Barclays

	
Second Street Shops

	
 


	
34

	
SMC

	
101 Stanton Street

	
 


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
 


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
 


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
 


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
 


	
39

	
SMC

	
La Jolla Seaview

	
 


	
40

	
SMC

	
Walnut & Warren Food Lions

	
 


	
40.01

	
SMC

	
Walnut Hill

	
 


	
40.02

	
SMC

	
Warren Corners

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
 


	
42

	
Barclays

	
North Fayette Shopping Center

	
 


	
43

	
SMC

	
Sioux City MHC Portfolio

	
 


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
 


	
44

	
SMC

	
251 East 10th Street

	
 


	
45

	
Barclays

	
ABC Self Storage

	
 




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Upfront Other Description

	
Upfront Other Reserve


	
1

	
Barclays

	
Parkmerced

	
 

	
0 


	
2

	
Barclays

	
650 Madison Avenue

	
Free Rent Reserve: 6,378,315; Unfunded Obligations Reserve: 3,197,699

	
9,576,014 


	
3

	
SGFC

	
Kings Plaza

	
 

	
0 


	
4

	
Barclays

	
545 Washington Boulevard

	
Rent Concession Reserve: 21,201,910.45; Existing TI/LC Reserve: 4,840,935.49

	
26,042,846 


	
5

	
Barclays

	
F5 Tower

	
 

	
0 


	
6

	
Barclays

	
Exchange on Erwin

	
 

	
0 


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
 

	
0 


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
SNDA Reserve

	
750,000 


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 

	
 


	
9

	
SGFC

	
CNP Headquarters

	
 

	
0 


	
10

	
SMC

	
482 Seneca Avenue

	
 

	
0 


	
11

	
SMC

	
217 Court Street

	
 

	
0 


	
12

	
SMC

	
144 North 11th Street

	
 

	
0 


	
13

	
SMC

	
99 North 7th Street

	
 

	
0 


	
14

	
SMC

	
22 Melrose Street

	
 

	
0 


	
15

	
Barclays

	
Millikan Business Center

	
Outstanding TI/LC Reserve: 5,666,600.44; Free Rent Reserve: 730,169.51

	
6,396,770 


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
Outstanding TI Reserve: 505,877.84; Free Rent Reserve: 63,667.50

	
569,545 


	
17

	
SGFC

	
2000 Park Lane

	
 

	
0 


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
 

	
0 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Upfront Other Description

	
Upfront Other Reserve


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
 

	
0 


	
19.01

	
Barclays

	
7500 S South Shore

	
 

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 

	
 


	
19.03

	
Barclays

	
South Clyde

	
 

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
 

	
 


	
19.05

	
Barclays

	
The Woodlands

	
 

	
 


	
19.06

	
Barclays

	
South Chappel

	
 

	
 


	
19.07

	
Barclays

	
The Timbers

	
 

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
 

	
0 


	
21

	
SGFC

	
BlueLinx Portfolio III

	
Security Deposit Impound Reserve: 4,603,954; Richmond Environmental Policy Reserve: 18,543

	
4,622,497 


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
 

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Upfront Other Description

	
Upfront Other Reserve


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
 

	
0 


	
23

	
SGFC

	
Hanover Place

	
 

	
0 


	
24

	
SMC

	
Landing At The Quarter

	
 

	
0 


	
25

	
SMC

	
StorPlace Cool Springs

	
 

	
0 


	
26

	
SMC

	
StorPlace Hendersonville

	
 

	
0 


	
27

	
SMC

	
404-406 Broadway

	
 

	
0 


	
28

	
SMC

	
Holly Office Park

	
 

	
0 


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
 

	
0 


	
30

	
SMC

	
The Alhambra Lofts

	
 

	
0 


	
31

	
Barclays

	
41 University Drive

	
HVAC Reserve: 390,000; St. Mary Rent Abatement Reserve: 35,301.42; Peaceable TI Reserve: 12,810.23; Peaceable Gap Rent Reserve: 12,404.63

	
450,516 


	
32

	
SMC

	
CVS Walgreens Portfolio

	
 

	
0 


	
32.01

	
SMC

	
Walgreens Post Falls

	
 

	
 


	
32.02

	
SMC

	
CVS Trenton

	
 

	
 


	
32.03

	
SMC

	
CVS Westborough

	
 

	
 


	
33

	
Barclays

	
Second Street Shops

	
 

	
0 


	
34

	
SMC

	
101 Stanton Street

	
 

	
0 


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
 

	
0 


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
 

	
0 


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
PIP Reserve

	
200,000 


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
 

	
0 


	
39

	
SMC

	
La Jolla Seaview

	
ACRE Reserve: 100,000; New Tenant Reserve: 100,000; Bird Rock Free Rent Reserve: 13,521.27

	
213,521 


	
40

	
SMC

	
Walnut & Warren Food Lions

	
 

	
0 


	
40.01

	
SMC

	
Walnut Hill

	
 

	
 


	
40.02

	
SMC

	
Warren Corners

	
 

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
Property Improvement Reserve

	
3,447,698 


	
42

	
Barclays

	
North Fayette Shopping Center

	
Parking Lot Repair Reserve

	
43,500 


	
43

	
SMC

	
Sioux City MHC Portfolio

	
 

	
0 


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
 

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
 

	
 


	
44

	
SMC

	
251 East 10th Street

	
 

	
0 


	
45

	
Barclays

	
ABC Self Storage

	
 

	
0 




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Other Monthly Description

	
Monthly Other Reserve

	
Other Reserve Cap


	
1

	
Barclays

	
Parkmerced

	
 

	
0 

	
 


	
2

	
Barclays

	
650 Madison Avenue

	
 

	
0 

	
 


	
3

	
SGFC

	
Kings Plaza

	
Ground Rent Reserve

	
Springing

	
 


	
4

	
Barclays

	
545 Washington Boulevard

	
Major Tenant Rollover Reserve

	
Springing

	
 


	
5

	
Barclays

	
F5 Tower

	
Lease Sweep Reserve

	
Springing

	
Various


	
6

	
Barclays

	
Exchange on Erwin

	
 

	
0 

	
 


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
 

	
0 

	
 


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
 

	
0 

	
 


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 

	
 

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 

	
 

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 

	
 

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 

	
 

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 

	
 

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 

	
 

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 

	
 

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 

	
 

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 

	
 

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 

	
 

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 

	
 

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 

	
 

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 

	
 

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 

	
 

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 

	
 

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 

	
 

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 

	
 

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 

	
 

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 

	
 

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 

	
 

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 

	
 

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 

	
 

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 

	
 

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 

	
 

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 

	
 

	
 


	
9

	
SGFC

	
CNP Headquarters

	
 

	
0 

	
 


	
10

	
SMC

	
482 Seneca Avenue

	
 

	
0 

	
 


	
11

	
SMC

	
217 Court Street

	
 

	
0 

	
 


	
12

	
SMC

	
144 North 11th Street

	
 

	
0 

	
 


	
13

	
SMC

	
99 North 7th Street

	
 

	
0 

	
 


	
14

	
SMC

	
22 Melrose Street

	
 

	
0 

	
 


	
15

	
Barclays

	
Millikan Business Center

	
 

	
0 

	
 


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
 

	
0 

	
 


	
17

	
SGFC

	
2000 Park Lane

	
 

	
0 

	
 


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
 

	
0 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Other Monthly Description

	
Monthly Other Reserve

	
Other Reserve Cap


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 

	
 

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 

	
 

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 

	
 

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 

	
 

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 

	
 

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 

	
 

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 

	
 

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 

	
 

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 

	
 

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 

	
 

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 

	
 

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 

	
 

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 

	
 

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 

	
 

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 

	
 

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 

	
 

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 

	
 

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 

	
 

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 

	
 

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 

	
 

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 

	
 

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 

	
 

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 

	
 

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 

	
 

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 

	
 

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 

	
 

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 

	
 

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 

	
 

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 

	
 

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 

	
 

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 

	
 

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 

	
 

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 

	
 

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 

	
 

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 

	
 

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
 

	
0 

	
 


	
19.01

	
Barclays

	
7500 S South Shore

	
 

	
 

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 

	
 

	
 


	
19.03

	
Barclays

	
South Clyde

	
 

	
 

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
 

	
 

	
 


	
19.05

	
Barclays

	
The Woodlands

	
 

	
 

	
 


	
19.06

	
Barclays

	
South Chappel

	
 

	
 

	
 


	
19.07

	
Barclays

	
The Timbers

	
 

	
 

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
 

	
0 

	
 


	
21

	
SGFC

	
BlueLinx Portfolio III

	
 

	
0 

	
 


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 

	
 

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 

	
 

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
 

	
 

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 

	
 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Other Monthly Description

	
Monthly Other Reserve

	
Other Reserve Cap


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
Seasonality Reserve

	
17,000 

	
150,000 


	
23

	
SGFC

	
Hanover Place

	
 

	
0 

	
 


	
24

	
SMC

	
Landing At The Quarter

	
 

	
0 

	
 


	
25

	
SMC

	
StorPlace Cool Springs

	
 

	
0 

	
 


	
26

	
SMC

	
StorPlace Hendersonville

	
 

	
0 

	
 


	
27

	
SMC

	
404-406 Broadway

	
 

	
0 

	
 


	
28

	
SMC

	
Holly Office Park

	
 

	
0 

	
 


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
 

	
0 

	
 


	
30

	
SMC

	
The Alhambra Lofts

	
 

	
0 

	
 


	
31

	
Barclays

	
41 University Drive

	
 

	
0 

	
 


	
32

	
SMC

	
CVS Walgreens Portfolio

	
 

	
0 

	
 


	
32.01

	
SMC

	
Walgreens Post Falls

	
 

	
 

	
 


	
32.02

	
SMC

	
CVS Trenton

	
 

	
 

	
 


	
32.03

	
SMC

	
CVS Westborough

	
 

	
 

	
 


	
33

	
Barclays

	
Second Street Shops

	
 

	
0 

	
 


	
34

	
SMC

	
101 Stanton Street

	
 

	
0 

	
 


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
 

	
0 

	
 


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
PIP Reserve

	
Springing

	
 


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
 

	
0 

	
 


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
 

	
0 

	
 


	
39

	
SMC

	
La Jolla Seaview

	
 

	
0 

	
 


	
40

	
SMC

	
Walnut & Warren Food Lions

	
 

	
0 

	
 


	
40.01

	
SMC

	
Walnut Hill

	
 

	
 

	
 


	
40.02

	
SMC

	
Warren Corners

	
 

	
 

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
 

	
0 

	
 


	
42

	
Barclays

	
North Fayette Shopping Center

	
 

	
0 

	
 


	
43

	
SMC

	
Sioux City MHC Portfolio

	
 

	
0 

	
 


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 

	
 

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
 

	
 

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 

	
 

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
 

	
 

	
 


	
44

	
SMC

	
251 East 10th Street

	
 

	
0 

	
 


	
45

	
Barclays

	
ABC Self Storage

	
 

	
0 

	
 




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Other Reserve Cash or LOC

	
Counterparty of Other Escrow LOC

	
Holdback Amt


	
1

	
Barclays

	
Parkmerced

	
 

	
 

	
NAP


	
2

	
Barclays

	
650 Madison Avenue

	
Cash

	
 

	
NAP


	
3

	
SGFC

	
Kings Plaza

	
Cash

	
 

	
NAP


	
4

	
Barclays

	
545 Washington Boulevard

	
Cash

	
 

	
NAP


	
5

	
Barclays

	
F5 Tower

	
Cash

	
 

	
NAP


	
6

	
Barclays

	
Exchange on Erwin

	
 

	
 

	
NAP


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
 

	
 

	
NAP


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
Cash

	
 

	
NAP


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 

	
 

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 

	
 

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 

	
 

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 

	
 

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 

	
 

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 

	
 

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 

	
 

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 

	
 

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 

	
 

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 

	
 

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 

	
 

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 

	
 

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 

	
 

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 

	
 

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 

	
 

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 

	
 

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 

	
 

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 

	
 

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 

	
 

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 

	
 

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 

	
 

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 

	
 

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 

	
 

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 

	
 

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 

	
 

	
 


	
9

	
SGFC

	
CNP Headquarters

	
 

	
 

	
NAP


	
10

	
SMC

	
482 Seneca Avenue

	
 

	
 

	
NAP


	
11

	
SMC

	
217 Court Street

	
 

	
 

	
NAP


	
12

	
SMC

	
144 North 11th Street

	
 

	
 

	
NAP


	
13

	
SMC

	
99 North 7th Street

	
 

	
 

	
NAP


	
14

	
SMC

	
22 Melrose Street

	
 

	
 

	
NAP


	
15

	
Barclays

	
Millikan Business Center

	
Cash

	
 

	
NAP


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
Cash

	
 

	
NAP


	
17

	
SGFC

	
2000 Park Lane

	
 

	
 

	
NAP


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
 

	
 

	
NAP




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Other Reserve Cash or LOC

	
Counterparty of Other Escrow LOC

	
Holdback Amt


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 

	
 

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 

	
 

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 

	
 

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 

	
 

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 

	
 

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 

	
 

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 

	
 

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 

	
 

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 

	
 

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 

	
 

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 

	
 

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 

	
 

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 

	
 

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 

	
 

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 

	
 

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 

	
 

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 

	
 

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 

	
 

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 

	
 

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 

	
 

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 

	
 

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 

	
 

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 

	
 

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 

	
 

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 

	
 

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 

	
 

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 

	
 

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 

	
 

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 

	
 

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 

	
 

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 

	
 

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 

	
 

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 

	
 

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 

	
 

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 

	
 

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
 

	
 

	
NAP


	
19.01

	
Barclays

	
7500 S South Shore

	
 

	
 

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 

	
 

	
 


	
19.03

	
Barclays

	
South Clyde

	
 

	
 

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
 

	
 

	
 


	
19.05

	
Barclays

	
The Woodlands

	
 

	
 

	
 


	
19.06

	
Barclays

	
South Chappel

	
 

	
 

	
 


	
19.07

	
Barclays

	
The Timbers

	
 

	
 

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
 

	
 

	
NAP


	
21

	
SGFC

	
BlueLinx Portfolio III

	
Cash

	
 

	
NAP


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 

	
 

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 

	
 

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
 

	
 

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 

	
 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Other Reserve Cash or LOC

	
Counterparty of Other Escrow LOC

	
Holdback Amt


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
Cash

	
 

	
NAP


	
23

	
SGFC

	
Hanover Place

	
 

	
 

	
NAP


	
24

	
SMC

	
Landing At The Quarter

	
 

	
 

	
NAP


	
25

	
SMC

	
StorPlace Cool Springs

	
 

	
 

	
NAP


	
26

	
SMC

	
StorPlace Hendersonville

	
 

	
 

	
NAP


	
27

	
SMC

	
404-406 Broadway

	
 

	
 

	
NAP


	
28

	
SMC

	
Holly Office Park

	
 

	
 

	
NAP


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
 

	
 

	
NAP


	
30

	
SMC

	
The Alhambra Lofts

	
 

	
 

	
NAP


	
31

	
Barclays

	
41 University Drive

	
Cash

	
 

	
NAP


	
32

	
SMC

	
CVS Walgreens Portfolio

	
 

	
 

	
NAP


	
32.01

	
SMC

	
Walgreens Post Falls

	
 

	
 

	
 


	
32.02

	
SMC

	
CVS Trenton

	
 

	
 

	
 


	
32.03

	
SMC

	
CVS Westborough

	
 

	
 

	
 


	
33

	
Barclays

	
Second Street Shops

	
 

	
 

	
NAP


	
34

	
SMC

	
101 Stanton Street

	
 

	
 

	
NAP


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
 

	
 

	
NAP


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
Cash

	
 

	
NAP


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
Cash

	
 

	
NAP


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
 

	
 

	
NAP


	
39

	
SMC

	
La Jolla Seaview

	
Cash

	
 

	
NAP


	
40

	
SMC

	
Walnut & Warren Food Lions

	
 

	
 

	
NAP


	
40.01

	
SMC

	
Walnut Hill

	
 

	
 

	
 


	
40.02

	
SMC

	
Warren Corners

	
 

	
 

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
Cash

	
 

	
NAP


	
42

	
Barclays

	
North Fayette Shopping Center

	
Cash

	
 

	
NAP


	
43

	
SMC

	
Sioux City MHC Portfolio

	
 

	
 

	
NAP


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 

	
 

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
 

	
 

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 

	
 

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
 

	
 

	
 


	
44

	
SMC

	
251 East 10th Street

	
 

	
 

	
NAP


	
45

	
Barclays

	
ABC Self Storage

	
 

	
 

	
NAP




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Description of LOC

	
Letter of Credit

	
Lockbox Type


	
1

	
Barclays

	
Parkmerced

	
NAP

	
No

	
Soft


	
2

	
Barclays

	
650 Madison Avenue

	
NAP

	
No

	
Hard


	
3

	
SGFC

	
Kings Plaza

	
NAP

	
No

	
Hard


	
4

	
Barclays

	
545 Washington Boulevard

	
NAP

	
No

	
Springing


	
5

	
Barclays

	
F5 Tower

	
NAP

	
No

	
Hard


	
6

	
Barclays

	
Exchange on Erwin

	
NAP

	
No

	
Soft (Residential); Hard (Commercial)


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
NAP

	
No

	
Hard


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
NAP

	
No

	
Hard


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 

	
 

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 

	
 

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 

	
 

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 

	
 

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 

	
 

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 

	
 

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 

	
 

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 

	
 

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 

	
 

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 

	
 

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 

	
 

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 

	
 

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 

	
 

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 

	
 

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 

	
 

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 

	
 

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 

	
 

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 

	
 

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 

	
 

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 

	
 

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 

	
 

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 

	
 

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 

	
 

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 

	
 

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 

	
 

	
 


	
9

	
SGFC

	
CNP Headquarters

	
NAP

	
No

	
Hard


	
10

	
SMC

	
482 Seneca Avenue

	
NAP

	
No

	
Springing


	
11

	
SMC

	
217 Court Street

	
NAP

	
No

	
Springing


	
12

	
SMC

	
144 North 11th Street

	
NAP

	
No

	
Springing


	
13

	
SMC

	
99 North 7th Street

	
NAP

	
No

	
Springing


	
14

	
SMC

	
22 Melrose Street

	
NAP

	
No

	
Springing


	
15

	
Barclays

	
Millikan Business Center

	
NAP

	
No

	
Hard


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
NAP

	
No

	
Hard


	
17

	
SGFC

	
2000 Park Lane

	
NAP

	
No

	
Hard


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
NAP

	
No

	
Hard




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Description of LOC

	
Letter of Credit

	
Lockbox Type


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 

	
 

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 

	
 

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 

	
 

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 

	
 

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 

	
 

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 

	
 

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 

	
 

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 

	
 

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 

	
 

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 

	
 

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 

	
 

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 

	
 

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 

	
 

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 

	
 

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 

	
 

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 

	
 

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 

	
 

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 

	
 

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 

	
 

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 

	
 

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 

	
 

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 

	
 

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 

	
 

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 

	
 

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 

	
 

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 

	
 

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 

	
 

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 

	
 

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 

	
 

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 

	
 

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 

	
 

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 

	
 

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 

	
 

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 

	
 

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 

	
 

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
NAP

	
No

	
Springing


	
19.01

	
Barclays

	
7500 S South Shore

	
 

	
 

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 

	
 

	
 


	
19.03

	
Barclays

	
South Clyde

	
 

	
 

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
 

	
 

	
 


	
19.05

	
Barclays

	
The Woodlands

	
 

	
 

	
 


	
19.06

	
Barclays

	
South Chappel

	
 

	
 

	
 


	
19.07

	
Barclays

	
The Timbers

	
 

	
 

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
NAP

	
No

	
Springing


	
21

	
SGFC

	
BlueLinx Portfolio III

	
NAP

	
No

	
Springing


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 

	
 

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 

	
 

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
 

	
 

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 

	
 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Description of LOC

	
Letter of Credit

	
Lockbox Type


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
NAP

	
No

	
Springing


	
23

	
SGFC

	
Hanover Place

	
NAP

	
No

	
Springing


	
24

	
SMC

	
Landing At The Quarter

	
NAP

	
No

	
Springing


	
25

	
SMC

	
StorPlace Cool Springs

	
NAP

	
No

	
None


	
26

	
SMC

	
StorPlace Hendersonville

	
NAP

	
No

	
None


	
27

	
SMC

	
404-406 Broadway

	
NAP

	
No

	
Springing


	
28

	
SMC

	
Holly Office Park

	
NAP

	
No

	
Springing


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
NAP

	
No

	
Hard


	
30

	
SMC

	
The Alhambra Lofts

	
NAP

	
No

	
Springing


	
31

	
Barclays

	
41 University Drive

	
NAP

	
No

	
Hard


	
32

	
SMC

	
CVS Walgreens Portfolio

	
NAP

	
No

	
Springing


	
32.01

	
SMC

	
Walgreens Post Falls

	
 

	
 

	
 


	
32.02

	
SMC

	
CVS Trenton

	
 

	
 

	
 


	
32.03

	
SMC

	
CVS Westborough

	
 

	
 

	
 


	
33

	
Barclays

	
Second Street Shops

	
NAP

	
No

	
Hard


	
34

	
SMC

	
101 Stanton Street

	
NAP

	
No

	
Springing


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
NAP

	
No

	
Springing


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
NAP

	
No

	
Springing


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
NAP

	
No

	
Hard


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
NAP

	
No

	
Springing


	
39

	
SMC

	
La Jolla Seaview

	
NAP

	
No

	
Springing


	
40

	
SMC

	
Walnut & Warren Food Lions

	
NAP

	
No

	
Springing


	
40.01

	
SMC

	
Walnut Hill

	
 

	
 

	
 


	
40.02

	
SMC

	
Warren Corners

	
 

	
 

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
NAP

	
No

	
None


	
42

	
Barclays

	
North Fayette Shopping Center

	
NAP

	
No

	
Springing


	
43

	
SMC

	
Sioux City MHC Portfolio

	
NAP

	
No

	
Springing


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 

	
 

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
 

	
 

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 

	
 

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
 

	
 

	
 


	
44

	
SMC

	
251 East 10th Street

	
NAP

	
No

	
Springing


	
45

	
Barclays

	
ABC Self Storage

	
NAP

	
No

	
Springing




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Borrower Name


	
1

	
Barclays

	
Parkmerced

	
Parkmerced Owner LLC


	
2

	
Barclays

	
650 Madison Avenue

	
650 Madison Owner LLC


	
3

	
SGFC

	
Kings Plaza

	
Brooklyn Kings Plaza LLC, Kings Plaza Ground Lease LLC


	
4

	
Barclays

	
545 Washington Boulevard

	
545 Washington Associates Fee, LP, Firewish 545 Washington Fee, LLC, LRS 545 Washington Fee, LLC, Riverside 545 Washington Fee, LLC, Raintree 545 Washington Fee, LLC, Saltmeadow 545 Washington Fee, LLC, NNW 7-07 545 Washington Fee, LLC, RGTSC 545 Washington Fee, LLC, DDG 545 Washington Fee, LLC, 545 Washington Associates Leasehold, LP, Firewish 545 Washington Leasehold, LLC, LRS 545 Washington Leasehold, LLC, Riverside 545 Washington Leasehold, LLC, Raintree 545 Washington Leasehold, LLC, Saltmeadow 545 Washington Leasehold, LLC, NNW 7-07 545 Washington Leasehold, LLC, RGTSC 545 Washington Leasehold, LLC, DDG 545 Washington Leasehold, LLC


	
5

	
Barclays

	
F5 Tower

	
Seattle 801 Fifth Owner LLC


	
6

	
Barclays

	
Exchange on Erwin

	
SREIT Erwin Residential, L.P., SREIT Erwin Retail, L.P.


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
BCORE Paradise LLC


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
ExchangeRight Net Leased Portfolio 31 DST


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 


	
9

	
SGFC

	
CNP Headquarters

	
AGNL Milk, L.L.C.


	
10

	
SMC

	
482 Seneca Avenue

	
Seneca Rentals LLC


	
11

	
SMC

	
217 Court Street

	
Court Flats LLC


	
12

	
SMC

	
144 North 11th Street

	
North 11 Flats LLC


	
13

	
SMC

	
99 North 7th Street

	
North 7 Flats LLC


	
14

	
SMC

	
22 Melrose Street

	
D&J Signature Holdings LLC


	
15

	
Barclays

	
Millikan Business Center

	
Millikan 78 Equities LLC


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
Satellite Commerce Property, LLC, Satellite Place Property, LLC


	
17

	
SGFC

	
2000 Park Lane

	
Myla USA LLC


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
Dapper Properties I, LLC




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Borrower Name


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
1708 Springhill A, LLC, 1708 Springhill B, LLC, 210 Cranford A, LLC, 210 Cranford B, LLC, 200 Cranford A, LLC, 200 Cranford B, LLC, 800 Lenzner A, LLC, 800 Lenzner B, LLC, 7500 Shore A, LLC, 7500 Shore B, LLC, 6916 Clyde A, LLC, 6916 Clyde B, LLC, 7038 Chappel A, LLC, 7038 Chappel B, LLC


	
19.01

	
Barclays

	
7500 S South Shore

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 


	
19.03

	
Barclays

	
South Clyde

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
 


	
19.05

	
Barclays

	
The Woodlands

	
 


	
19.06

	
Barclays

	
South Chappel

	
 


	
19.07

	
Barclays

	
The Timbers

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
New Group-Gardena, LLC


	
21

	
SGFC

	
BlueLinx Portfolio III

	
BIP III (Bridgeton) LLC, BIP III (Kansas City) LLC, BIP III (Madison) LLC, BIP III (Richmond) LLC


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Borrower Name


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
Poseidon Hotel Ventures, LLC


	
23

	
SGFC

	
Hanover Place

	
LSC-Hanover Place 55 Plus Multi3, DST


	
24

	
SMC

	
Landing At The Quarter

	
K2H Scottsdale Commerce II, LLC


	
25

	
SMC

	
StorPlace Cool Springs

	
StorPlace of Cool Springs, LLC


	
26

	
SMC

	
StorPlace Hendersonville

	
StorPlace of Hendersonville, LLC


	
27

	
SMC

	
404-406 Broadway

	
Kedzkidz Realty LLC


	
28

	
SMC

	
Holly Office Park

	
Holly I, LLC, Holly II, LLC, Holly III, LLC, Holly IV, LLC


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
Empire Hotel Partners, LLC


	
30

	
SMC

	
The Alhambra Lofts

	
Knickerbocker Lofts LLC


	
31

	
Barclays

	
41 University Drive

	
41 University Dr LLC


	
32

	
SMC

	
CVS Walgreens Portfolio

	
Wendy-Veto New Jersey LLC, Wendy-Veto Massachusetts LLC, Wendy-Veto Idaho LLC


	
32.01

	
SMC

	
Walgreens Post Falls

	
 


	
32.02

	
SMC

	
CVS Trenton

	
 


	
32.03

	
SMC

	
CVS Westborough

	
 


	
33

	
Barclays

	
Second Street Shops

	
2nd Street Shops LLC


	
34

	
SMC

	
101 Stanton Street

	
101 Stanton Street, LLC


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
Premier Hospitality Group, 2, LLC 


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
Hartmann Hospitality, LLC


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
Hospitality Alexandria, L.L.C.


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
Devi Holdings LLC, Devi Operations Inc.


	
39

	
SMC

	
La Jolla Seaview

	
La Jolla Seaview LLC


	
40

	
SMC

	
Walnut & Warren Food Lions

	
REH Walnut Hill LLC, REH Warren Corners LLC


	
40.01

	
SMC

	
Walnut Hill

	
 


	
40.02

	
SMC

	
Warren Corners

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
Storage Xxtra Hwy 92, LLC


	
42

	
Barclays

	
North Fayette Shopping Center

	
CRV Robinson, LLC, Hering Robinson, LLC


	
43

	
SMC

	
Sioux City MHC Portfolio

	
Cottonwood MHP, LLC, Lakeshore MHP, LLC, McCook MHP, LLC, Tan Terra MHP, LLC


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
 


	
44

	
SMC

	
251 East 10th Street

	
SJG East Tenth Realty LLC


	
45

	
Barclays

	
ABC Self Storage

	
ABC Storage MI LLC




 



 




 




 

	
Sequence #

	
Seller

	
Property Name

	
Sponsor

	
Servicing Fee Rate


	
1

	
Barclays

	
Parkmerced

	
Robert A. Rosania

	
0.00250%


	
2

	
Barclays

	
650 Madison Avenue

	
Vornado Realty L.P., OPG Investment Holdings (US), LLC

	
0.00250%


	
3

	
SGFC

	
Kings Plaza

	
The Macerich Partnership, L.P.

	
0.00250%


	
4

	
Barclays

	
545 Washington Boulevard

	
HGGP Capital VIII, LLC, HGGP Capital IX, LLC, HGGP Capital X, LLC, HGGP Capital XI, LLC, HGGP Capital XII, LLC, HGGP Capital XIII, LLC, HGGP Capital XIV, LP

	
0.00375%


	
5

	
Barclays

	
F5 Tower

	
FS KKR Capital Corp., FS KKR Capital Corp. II

	
0.00250%


	
6

	
Barclays

	
Exchange on Erwin

	
Starwood Real Estate Income Trust, Inc.

	
0.00250%


	
7

	
SGFC

	
Bellagio Hotel and Casino

	
BREIT Operating Partnership L.P.

	
0.00250%


	
8

	
Barclays

	
ExchangeRight Net Leased Portfolio #31

	
David Fisher, Joshua Ungerecht, Warren Thomas, ExchangeRight Real Estate, LLC

	
0.00250%


	
8.01

	
Barclays

	
Hy-Vee - Savage, MN

	
 

	
 


	
8.02

	
Barclays

	
Giant Eagle - New Albany, OH

	
 

	
 


	
8.03

	
Barclays

	
BioLife Plasma Services L.P. - Columbus, GA

	
 

	
 


	
8.04

	
Barclays

	
Walgreens - Des Plaines, IL

	
 

	
 


	
8.05

	
Barclays

	
Tractor Supply - Yulee, FL

	
 

	
 


	
8.06

	
Barclays

	
Hobby Lobby - Belton, MO

	
 

	
 


	
8.07

	
Barclays

	
Tractor Supply - Oregon, OH

	
 

	
 


	
8.08

	
Barclays

	
Hobby Lobby - Marion, OH

	
 

	
 


	
8.09

	
Barclays

	
Tractor Supply - New Lenox, IL

	
 

	
 


	
8.10

	
Barclays

	
Tractor Supply - Danville, IN

	
 

	
 


	
8.11

	
Barclays

	
CVS Pharmacy - Milford, OH

	
 

	
 


	
8.12

	
Barclays

	
CVS Pharmacy - Alton, IL

	
 

	
 


	
8.13

	
Barclays

	
Walgreens - Chicago Heights, IL

	
 

	
 


	
8.14

	
Barclays

	
Walgreens - Wheeling, IL

	
 

	
 


	
8.15

	
Barclays

	
Tractor Supply - Kankakee, IL

	
 

	
 


	
8.16

	
Barclays

	
Dollar General - Fayetteville, GA

	
 

	
 


	
8.17

	
Barclays

	
CVS Pharmacy - Mobile, AL

	
 

	
 


	
8.18

	
Barclays

	
Advance Auto Parts - Richmond, VA

	
 

	
 


	
8.19

	
Barclays

	
Dollar General - Roanoke, VA

	
 

	
 


	
8.20

	
Barclays

	
Dollar General - McDonough, GA

	
 

	
 


	
8.21

	
Barclays

	
Dollar General - Alvin, TX

	
 

	
 


	
8.22

	
Barclays

	
CVS Pharmacy - Lawrenceville, GA

	
 

	
 


	
8.23

	
Barclays

	
Dollar General - Prattville, AL

	
 

	
 


	
8.24

	
Barclays

	
Dollar General - Mobile, AL

	
 

	
 


	
8.25

	
Barclays

	
Dollar General - Evansville, IN

	
 

	
 


	
9

	
SGFC

	
CNP Headquarters

	
AG Net Lease IV Corp., AG Net Lease Realty Fund IV Investments (H-1), L.P.

	
0.00250%


	
10

	
SMC

	
482 Seneca Avenue

	
Joel Schwartz, Shaindy Schwartz

	
0.00250%


	
11

	
SMC

	
217 Court Street

	
Joel Schwartz, Shaindy Schwartz

	
0.00250%


	
12

	
SMC

	
144 North 11th Street

	
Joel Schwartz, Shaindy Schwartz

	
0.00250%


	
13

	
SMC

	
99 North 7th Street

	
Joel Schwartz, Shaindy Schwartz

	
0.00250%


	
14

	
SMC

	
22 Melrose Street

	
Joel Schwartz, Shaindy Schwartz

	
0.00250%


	
15

	
Barclays

	
Millikan Business Center

	
Matthew J. Felton, William Felton

	
0.00250%


	
16

	
Barclays

	
Satellite Flex Office Portfolio

	
Quynh Palomino, Lloyd W. Kendall, Jr. 

	
0.00250%


	
17

	
SGFC

	
2000 Park Lane

	
Hamad Alhomaizi

	
0.00250%


	
18

	
SGFC

	
Advance Auto Parts Portfolio

	
WRS Advisors IV LLC

	
0.00250%




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Sponsor

	
Servicing Fee Rate


	
18.01

	
SGFC

	
Advance Auto Parts - Fort Lauderdale

	
 

	
 


	
18.02

	
SGFC

	
Advance Auto Parts - Key Largo

	
 

	
 


	
18.03

	
SGFC

	
Advance Auto Parts - Fayetteville

	
 

	
 


	
18.04

	
SGFC

	
Advance Auto Parts - Lee’s Summit

	
 

	
 


	
18.05

	
SGFC

	
Advance Auto Parts - Deltona

	
 

	
 


	
18.06

	
SGFC

	
Advance Auto Parts - Vicksburg

	
 

	
 


	
18.07

	
SGFC

	
Advance Auto Parts - Port Royal

	
 

	
 


	
18.08

	
SGFC

	
Advance Auto Parts - York

	
 

	
 


	
18.09

	
SGFC

	
Advance Auto Parts - Waycross

	
 

	
 


	
18.10

	
SGFC

	
Advance Auto Parts - Thomaston

	
 

	
 


	
18.11

	
SGFC

	
Advance Auto Parts - Marietta

	
 

	
 


	
18.12

	
SGFC

	
Advance Auto Parts - D’iberville

	
 

	
 


	
18.13

	
SGFC

	
Advance Auto Parts - Moultrie

	
 

	
 


	
18.14

	
SGFC

	
Advance Auto Parts - North Augusta

	
 

	
 


	
18.15

	
SGFC

	
Advance Auto Parts - Daphne

	
 

	
 


	
18.16

	
SGFC

	
Advance Auto Parts - Naranja

	
 

	
 


	
18.17

	
SGFC

	
Advance Auto Parts - Milford

	
 

	
 


	
18.18

	
SGFC

	
Advance Auto Parts - Adel

	
 

	
 


	
18.19

	
SGFC

	
Advance Auto Parts - Eatonton

	
 

	
 


	
18.20

	
SGFC

	
Advance Auto Parts - Meridian

	
 

	
 


	
18.21

	
SGFC

	
Advance Auto Parts - Fort Meade

	
 

	
 


	
18.22

	
SGFC

	
Advance Auto Parts - Cantonment

	
 

	
 


	
18.23

	
SGFC

	
Advance Auto Parts - Topeka

	
 

	
 


	
18.24

	
SGFC

	
Advance Auto Parts - Hazlehurst

	
 

	
 


	
18.25

	
SGFC

	
Advance Auto Parts - Quitman

	
 

	
 


	
18.26

	
SGFC

	
Advance Auto Parts - Ocean Springs

	
 

	
 


	
18.27

	
SGFC

	
Advance Auto Parts - Albany

	
 

	
 


	
18.28

	
SGFC

	
Advance Auto Parts - Eastman

	
 

	
 


	
18.29

	
SGFC

	
Advance Auto Parts - Lima

	
 

	
 


	
18.30

	
SGFC

	
Advance Auto Parts - Nashville

	
 

	
 


	
18.31

	
SGFC

	
Advance Auto Parts - Beech Island

	
 

	
 


	
18.32

	
SGFC

	
Advance Auto Parts - Andalusia

	
 

	
 


	
18.33

	
SGFC

	
Advance Auto Parts - Garden City

	
 

	
 


	
18.34

	
SGFC

	
Advance Auto Parts - Cut Off

	
 

	
 


	
18.35

	
SGFC

	
Advance Auto Parts - Baton Rouge

	
 

	
 


	
19

	
Barclays

	
Trinity Multifamily Portfolio

	
Trinity Flood

	
0.00250%


	
19.01

	
Barclays

	
7500 S South Shore

	
 

	
 


	
19.02

	
Barclays

	
Sierra Antigua Apartments

	
 

	
 


	
19.03

	
Barclays

	
South Clyde

	
 

	
 


	
19.04

	
Barclays

	
Heather Glenn

	
 

	
 


	
19.05

	
Barclays

	
The Woodlands

	
 

	
 


	
19.06

	
Barclays

	
South Chappel

	
 

	
 


	
19.07

	
Barclays

	
The Timbers

	
 

	
 


	
20

	
SMC

	
Gardena Valley Shopping Center

	
Charals Haagen, William L. Crigger

	
0.00250%


	
21

	
SGFC

	
BlueLinx Portfolio III

	
Brennan Management, LLC, Michael W. Brennan, Robert G. Vanecko, Scott D. McKibben

	
0.00250%


	
21.01

	
SGFC

	
BlueLinx Bridgeton

	
 

	
 


	
21.02

	
SGFC

	
BlueLinx Kansas City

	
 

	
 


	
21.03

	
SGFC

	
BlueLinx Madison

	
 

	
 


	
21.04

	
SGFC

	
BlueLinx Richmond

	
 

	
 




 



 




 




 

 

	
Sequence #

	
Seller

	
Property Name

	
Sponsor

	
Servicing Fee Rate


	
22

	
SMC

	
Springhill Suites - New Smyrna Beach

	
Milton Randolph McHenry

	
0.00250%


	
23

	
SGFC

	
Hanover Place

	
Pietro V. Scola, Joseph L. Fox

	
0.00250%


	
24

	
SMC

	
Landing At The Quarter

	
K2H Ltd.

	
0.05125%


	
25

	
SMC

	
StorPlace Cool Springs

	
J. Edmond Freeman, Jr.

	
0.05125%


	
26

	
SMC

	
StorPlace Hendersonville

	
J. Edmond Freeman, Jr.

	
0.05125%


	
27

	
SMC

	
404-406 Broadway

	
Haim Kedmi

	
0.00250%


	
28

	
SMC

	
Holly Office Park

	
Robert Waldschmitt

	
0.05125%


	
29

	
Barclays

	
Holiday Inn Express - Indianapolis, IN

	
Timothy J. Dora, Robert Dora

	
0.00250%


	
30

	
SMC

	
The Alhambra Lofts

	
Norman Strulovitch

	
0.00250%


	
31

	
Barclays

	
41 University Drive

	
Moses Y. Samet

	
0.00250%


	
32

	
SMC

	
CVS Walgreens Portfolio

	
Harris Toibb

	
0.04250%


	
32.01

	
SMC

	
Walgreens Post Falls

	
 

	
 


	
32.02

	
SMC

	
CVS Trenton

	
 

	
 


	
32.03

	
SMC

	
CVS Westborough

	
 

	
 


	
33

	
Barclays

	
Second Street Shops

	
David Dushey

	
0.00250%


	
34

	
SMC

	
101 Stanton Street

	
Parag Sawhney, Joshua Greenberg, Abe Cohen, Raymond Chera, Adam Greene

	
0.00250%


	
35

	
SGFC

	
Hampton Inn & Suites Oklahoma City

	
Kalpana N. Patel, Shaurin N. Patel

	
0.00250%


	
36

	
SGFC

	
Fairfield Inn & Suites Lebanon

	
Hiren Desai

	
0.00250%


	
37

	
Barclays

	
Home2 Suites - Alexandria, LA

	
Rahul Agarwal, Rajneesh Singh

	
0.00250%


	
38

	
Barclays

	
Hampton Inn - Roseville, MI

	
Anant Patel

	
0.00250%


	
39

	
SMC

	
La Jolla Seaview

	
Robert Smith, Laurie D. Smith, Rosalie Brown

	
0.00250%


	
40

	
SMC

	
Walnut & Warren Food Lions

	
Hilbert Eshaghpour

	
0.00250%


	
40.01

	
SMC

	
Walnut Hill

	
 

	
 


	
40.02

	
SMC

	
Warren Corners

	
 

	
 


	
41

	
SMC

	
Storage Xxtra Highway 92

	
Fred D. Rickman, Jr., Tracy E.D. Spencer

	
0.00250%


	
42

	
Barclays

	
North Fayette Shopping Center

	
Elias Marcovici, William Yagoda

	
0.00250%


	
43

	
SMC

	
Sioux City MHC Portfolio

	
Jefferson Damon Lilly, Park Avenue Partners Fund 1, LLC

	
0.00250%


	
43.01

	
SMC

	
McCook Mobile Home Estates MHP

	
 

	
 


	
43.02

	
SMC

	
Cottonwood MHP

	
 

	
 


	
43.03

	
SMC

	
Tan Tara Hollow MHC

	
 

	
 


	
43.04

	
SMC

	
Lakeshore MHP

	
 

	
 


	
44

	
SMC

	
251 East 10th Street

	
Sanjiv Chand

	
0.00250%


	
45

	
Barclays

	
ABC Self Storage

	
Matthew Ricciardella

	
0.00250%




 



 




 




 

 


 


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 – BBCMS Mortgage Trust 2020-C6


[OR OTHER CERTIFICATE REGISTRAR]


 


Barclays
Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


		Re:	Transfer
                                         of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series
                                         2020-C6



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6
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), (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




 





 



 


*
       Purchaser must select one of the following two certifications.


 






    Exhibit C-1


     


    

 





			

                                                                                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 Registered Certificates (collectively,
the “Prospectus”) (and, with respect to Non-Registered Certificates (other than the Loan-Specific Certificates),
the Preliminary Private Placement Memorandum and the Final Private Placement Memorandum related to such Non-Registered Certificates
(other than the Loan-Specific Certificates) and, with respect to the Loan-Specific Certificates, the Preliminary Loan-Specific
Private Placement Memorandum and the Final Loan-Specific Private Placement Memorandum related to such Loan-Specific 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 Act or the securities laws of any State or any other jurisdiction, and that the Certificates
cannot be


 






    Exhibit C-2


     


    

 


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 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


 





 



 


**
       Each Purchaser must select one of the two alternative certifications.


 


***
       Does not apply to a transfer of Class R Certificates.



 






    Exhibit C-3


     


    

 


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:


 


 





 


****
       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) –

BBCMS Mortgage Trust 2020-C6


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of February
                                         1, 2020, between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan
                                         Services, a Division of PNC Bank, National Association, as Master Servicer and as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
                                         Trustee, and Pentalpha Surveillance 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”, (ii) “Upper-Tier
REMIC” and (iii) “Trust Subordinate Companion Loan 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 possession of the United States
or any agency or instrumentality of any of the foregoing (other


 






    Exhibit D-1-1


     


    

 


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 rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b) of the Code may be used in lieu of the corporate income tax 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 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 (i) designation of the Certificate Administrator as the “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
and (ii) Certificate Administrator making any elections allowed under the Code (a) to avoid the application of Section 6221 (or
successor provision) to the Trust REMICs and (b) to avoid payment by the Trust REMICs under Section 6225 of any tax, penalty,
interest or other amount imposed under the Code that would otherwise be imposed on a Holder of Class R Certificates. The Purchaser
agrees, by acquiring such certificate, to any such elections and to reasonably cooperate with the Certificate Administrator in
connection with any such elections the Certificate Administrator determines in its discretion are necessary or advisable.


 


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) –

BBCMS Mortgage Trust 2020-C6


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6
                                         (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 February 1, 2020 (the “Pooling and Servicing Agreement”), between Barclays Commercial
Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
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 THE HRR CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) –

BBCMS 2020-C6


[OR OTHER CERTIFICATE REGISTRAR]


 


Barclays
Capital Real Estate Inc.,


as Retaining Sponsor


745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


Barclays
Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


KKR
CMBS II Aggregator Type 1 L.P.

9 West 57th Street, Suite 4200,

New York, New York 10019

Fax number: (212) 750-0003


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of February
                                         1, 2020, between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan
                                         Services, a Division of PNC Bank, National Association, as Master Servicer and as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
                                         Trustee, and Pentalpha Surveillance 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 [Class [F-RR][G-RR][H-RR][J-RR][NR-RR] Certificates] from [_____]
(the “Transferor”).


 


2.             The Purchaser is aware that the Certificate Registrar will not register any transfer of a [Class [F-RR][G-RR][H-RR][J-RR][NR-RR]
Certificate] by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among
other things, a


 






    Exhibit D-3-1


     


    

 


certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will not
consummate any such transfer if it knows or believes that any representation contained in such certificate is false.


 


3.             If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition of the [Class [F-RR][G-RR][H-RR][J-RR][NR-RR]
Certificates], all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition of the
[Class [F-RR][G-RR][H-RR][J-RR][NR-RR] Certificates].


 


4.             Check one of the following:


 


		☐	The
                                         transfer will occur during the Pooled 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 [Class [F-RR][G-RR][H-RR][J-RR][NR-RR] Certificates] 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 [Class [F-RR][G-RR][H-RR][J-RR][NR-RR] Certificates],
                                         it will remain a Majority-Owned Affiliate.



 


		C.	The
                                         transfer will comply with all applicable provisions of Regulation RR.



 


		☐	The
                                         transfer will occur on or after the fifth anniversary of the Closing Date, and the Purchaser
                                         certifies, represents and warrants to you, as Certificate Registrar, that:



 


		A.	The
                                         transfer will comply with all applicable provisions of Regulation RR.



 


		☐	The
                                         transfer will occur after the termination of the Pooled Transfer Restriction Period and
                                         the countersignature of the Retaining Sponsor is not required.



 


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:


 



 






    Exhibit D-3-2


     


    

 





		By:	 
	 	 	Name:

Title:





 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 





	 	BARCLAYS
CAPITAL REAL ESTATE INC., as Retaining Sponsor
	 	 	 
		By:	 
	 	 	Name:

Title:


  


[Medallion
Stamp Guarantee]


 





	 	Barclays
Commercial Mortgage Securities LLC, as Depositor
	 	 	 
		By:	 
	 	 	Name:

Title:






 




    Exhibit D-3-3


     


    

 


EXHIBIT
D-4



FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF HRR CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) –

BBCMS 2020-C6


[OR OTHER CERTIFICATE REGISTRAR]


 


Barclays
Capital Real Estate Inc.,


as Retaining Sponsor


745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6
                                         (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of a Class [F-RR][G-RR][H-RR][J-RR][NR-RR] Certificate evidencing $[____] Certificate Balance in such Class. The Certificates
were issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Pentalpha Surveillance 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.             If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition of the [Class [F-RR][G-RR][H-RR][J-RR][NR-RR]
Certificate], all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition of the
[Class [F-RR][G-RR][H-RR][J-RR][NR-RR] Certificate].


 


3.             Check one of the following:


 


		☐	The
transfer will occur during the Pooled Transfer Restriction Period, and the Transferor certifies, represents and warrants to you
that the Transferee is a




 






    Exhibit D-4-1


     


    

 





		 	“majority-owned
affiliate”, as such term is defined in Regulation RR, of the Transferor.



 


		☐	The
                                         transfer will occur after the termination of the Pooled Transfer Restriction Period and
                                         the countersignature of the Retaining Sponsor is not required.



 


		☐	The
                                         transfer will occur on and after the fifth anniversary of the Closing Date, and the Transferor
                                         certifies, represents and warrants to you that the Transferor has satisfied all of the
                                         conditions under the related third party purchaser agreement, applicable to transfers
                                         by the Transferor to subsequent Third Party Purchasers.



 


4.             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:


 





		BARCLAYS
CAPITAL REAL ESTATE INC., as Retaining Sponsor
	 	 	 
	 	By:	 
	 	 	Name:

Title:





 


[Medallion
Stamp Guarantee] 


 






    Exhibit D-4-2


     


    

 





		Barclays
Commercial Mortgage Securities LLC, as Depositor
	 	 	 
	 	By:	 
	 	 	Name:

Title:






 




    Exhibit D-4-3


     


    

 


EXHIBIT
D-5



FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS

OF THE [VRR INTEREST][F5T-VRR INTEREST]


 


[Date]


 


Wells
Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) –

BBCMS 2020-C6


[OR OTHER CERTIFICATE REGISTRAR]


 


Barclays
Capital Real Estate Inc.,


as Retaining Sponsor


745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


Barclays
Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


[Barclays
Bank PLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson]


 


[Deutsche
Bank AG, New York Branch

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye]


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of February
                                         1, 2020, between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan
                                         Services, a Division of PNC Bank, National Association, as Master Servicer and as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
                                         Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
                                         Reviewer



 






    Exhibit D-5-1


     


    

 


[_____]
(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 [VRR Interest][F5T-VRR Interest] from [_____] (the “Transferor”).


 


2.             The Purchaser is aware that the Certificate Registrar will not register any transfer of a [VRR Interest][F5T-VRR 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 any
such transfer if it knows or believes that any representation contained in such certificate is false.


 


3.             If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition of the [VRR Interest][F5T-VRR
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
[VRR Interest][F5T-VRR Interest] and (b) the acquisition of the [VRR Interest][F5T-VRR Interest] will be effected through Barclays
Capital Inc., or an affiliate thereof.


 


4.             Check one of the following:


 


		☐	The
                                         transfer will occur during the [Pooled][Loan-Specific] 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 [VRR Interest][F5T-VRR 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 VRR Interest, it will remain a Majority-Owned Affiliate.



 


		C.	It
                                         will be bound by the [Credit Risk Retention Agreement, by and among Barclays Capital
                                         Real Estate Inc., Societe Generale Financial Corporation, Starwood Mortgage Capital LLC
                                         and Barclays Bank PLC, dated and effective as of January 30, 2020][Credit Risk Retention
                                         Agreement, by and among Barclays Capital Real Estate Inc., Barclays Bank PLC, DBR Investments
                                         Co. Limited, Deutsche Bank AG, New York Branch, and German American Capital Corporation,
                                         dated and effective as of January 30, 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[(a)][(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 ensure that its ownership of the [VRR Interest][F5T-VRR Interest] will satisfy




 






    Exhibit D-5-2


     


    

 





			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 [Pooled][Loan-Specific] 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:





 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 





	 	BARCLAYS
CAPITAL REAL ESTATE INC., as Retaining Sponsor
	 	 	 
		By:	 
	 	 	Name:

Title:
	 	 	 
	 	[Medallion
Stamp Guarantee]


   





	 	Barclays
Commercial Mortgage Securities LLC, as Depositor
	 	 	 
		By:	 
	 	 	Name:

Title:






 




    Exhibit D-5-3


     


    

 


EXHIBIT
D-6



FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF THE [VRR INTEREST][F5T-VRR INTEREST]


 


[Date]


 


Wells
Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) –

BBCMS 2020-C6


[OR OTHER CERTIFICATE REGISTRAR]


 


Barclays
Capital Real Estate Inc.,


as Retaining Sponsor


745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


[Barclays
Bank PLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson]


 


[Deutsche
Bank AG, New York Branch

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye]


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6
                                         (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of [VRR Interest][F5T-VRR Interest] evidencing $[____] Certificate Balance in such Class. The Certificates were issued pursuant
to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance 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:


 






    Exhibit D-6-1


     


    

 


1.             The transfer is in compliance with the Pooling and Servicing Agreement.


 


2.             If the Purchaser is (i) a Plan (or is acting on behalf of or using the assets of a Plan) subject to ERISA or Section 4975 of the
Code relying on PTE 96-22 or (ii) an insurance company general account relying on PTCE 95-60 to cover its acquisition of the [VRR
Interest][F5T-VRR Interest], (a) all of the conditions of PTE 96-22 or of Parts I and III of PTCE 95-60, as applicable, will be
satisfied with respect to the acquisition of the [VRR Interest][F5T-VRR Interest] and (b) the acquisition of the [VRR Interest][F5T-VRR
Interest] will be effected through Barclays Capital Inc. or an affiliate thereof.


 


3.             Check one of the following:


 


		☐	The
                                         transfer will occur during the [Pooled][Loan-Specific] Transfer Restriction Period, and
                                         the Transferor certifies, represents and warrants to you that:



 


		A.	It
                                         will be bound by the [Credit Risk Retention Agreement, by and between Barclays Capital
                                         Real Estate Inc., Societe Generale Financial Corporation, Starwood Mortgage Capital LLC
                                         and Barclays Bank PLC, dated and effective as of January 30, 2020][Credit Risk Retention
                                         Agreement, by and among Barclays Capital Real Estate Inc., Barclays Bank PLC, DBR Investments
                                         Co. Limited, Deutsche Bank AG, New York Branch, and German American Capital Corporation,
                                         dated and effective as of January 30, 2020] (the “Credit Risk Retention Agreement”)
                                         as if it were a party to such 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 [Pooled][Loan-Specific] Transfer
Restriction Period.


 


4.             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-5. 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__.


 






    Exhibit D-6-2


     


    

 





	 	[TRANSFEROR]
	 	 	 
		By:	 
	 	 	Name:

Title:


 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 





	 	BARCLAYS
CAPITAL REAL ESTATE INC., as Retaining Sponsor
	 	 	 
		By:	 
	 	 	Name:

Title:


  


[Medallion
Stamp Guarantee]


 





	 	Barclays
Commercial Mortgage Securities LLC, as Depositor
	 	 	 
		By:	 
	 	 	Name:

Title:






 




    Exhibit D-6-3


     


    

 


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

        BBCMS Mortgage Trust 2020-C6 

	 	Custodian/Trustee

    Mortgage File No.:	
	Depositor
	 	Name:	Barclays
    Commercial Mortgage Securities LLC
	 	Address:	745
                                         Seventh Avenue

                                         New York, New York 10019

                                         Attention: Daniel Vinson 

	 	

                                                           Certificates:
	BBCMS
    Mortgage Trust 2020-C6,

    Commercial Mortgage Pass-Through Certificates,

    Series 2020-C6


  


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wells Fargo Bank, National Association, as trustee (the “Trustee”),
for the Holders of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6, 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 February 1, 2020, between Barclays Commercial
Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as


 






    Exhibit E-1


     


    

 


Trustee, and Pentalpha Surveillance
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 and/or Trust Subordinate Companion Loan have been liquidated or the Mortgage Loans and/or Trust Subordinate
Companion Loan 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 Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

BBCMS Mortgage Trust 2020-C6

           [OR OTHER CERTIFICATE REGISTRAR]


 


Barclays Commercial Mortgage
Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


		Re:	Transfer
                                         of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series
                                         2020-C6



 


Ladies and
Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate initial [Certificate Balance][Notional
Amount] in the BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6, [Class [G-RR][H-RR][J-RR][NR-RR]
[F5T-C][F5T-D] Certificates] [VRR Interest][F5T-VRR Interest] issued pursuant to that certain Pooling and Servicing Agreement
dated as of February 1, 2020 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage
Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance 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 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 any other plan that is 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 a Plan (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


 






    Exhibit F-1-1


     


    

 


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 “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 and
disposition by such Plan 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 Loan-Specific Initial Purchasers, the Underwriters, the Asset Representations Reviewer, the Operating Advisor 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, any sub-servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer, the Initial Purchasers, the Loan-Specific 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:




 





Date: _________


 




    Exhibit F-1-2


     


    

 


EXHIBIT
F-2



FORM OF ERISA REPRESENTATION LETTER

REGARDING CLASS R AND CLASS S 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) –

BBCMS Mortgage Trust 2020-C6

      [OR OTHER CERTIFICATE REGISTRAR]


 


[Transferor]

[______]

[______]

Attention: [______]


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6



 


Ladies and
Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the BBCMS Mortgage Trust 2020-C6,
Commercial Mortgage Pass-Through Certificates, Series 2020-C6, [Class R][Class S] Certificates (the “[Class R][Class
S] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance 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 R][Class
S] Certificate, the Purchaser is not and will not become (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 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”) (each, a “Plan”), or (b) a person acting
on behalf of any such Plan (including any 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


 






    Exhibit F-2-1


     


    

 


by
Section 3(42) of ERISA) or using the assets of a Plan to purchase such [Class R][Class S] 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: 







 





Date: _______


 




    Exhibit F-2-2


     


    

 


EXHIBIT
G



FORM OF DISTRIBUTION DATE STATEMENT


  




    Exhibit G-1


     


    

 



 


 



	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION DATE STATEMENT	 	 	 
	 	 	 	 	Table
    of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification Tables	7-9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15-16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Loss Reconciliation 	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21-22	 	 	 
	 	 	 	 	Defeased Loan Detail	23	 	 	 
	 	 	 	 	Supplemental Reporting	24	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master
    Servicer	 	 	 	Special
    Servicer	 	 	 	Operating
    Advisor/ 

    Asset Representations Reviewer	 	 
	 	 	Barclays
                                         Commercial Mortgage
	 	 	 	

                                             Midland Loan Services, a Division of PNC
	 	 	 	Midland Loan Services, a Division of PNC Bank,	 	 	 	Pentalpha Surveillance LLC	 	 
	 	 	Securities LLC	 	 	 	Bank, National Association	 	 	 	10851 Mastin Street	 	 	 	375 North French Road	 	 
	 	 	745 7th Avenue, 4th Floor	 	 	 	10851 Mastin Street	 	 	 	Building 82, Suite 300	 	 	 	Suite 100	 	 
	 	 	New York, NY 10019	 	 	 	Building 82, Suite 300	 	 	 	Overland Park, KS 66210	 	 	 	Amherst, NY 14228	 	 
	 	 		 	 	 	Overland Park, KS 66210	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Contact: Daniel Vinson	 	 	 	Contact: Heather Wagner	 	 	 	Contact: Heather Wagner	 	 	 	Contact:               Don Simon	 	 
	 	 	Phone Number:  (212) 528-8224	 	 	 	Phone Number:  (913) 253-9570	 	 	 	Phone Number:    (913) 253-9570	 	 	 	Phone Number:     (203) 660-6100	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information
provided by third parties. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.	 	 
	 	 	 	 
	 	Please visit www.ctslink.com
    for additional information and if applicable, any special notices and any credit risk retention notices. In addition, certificateholders
    may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526.	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









    Page 1 of 24


     


    

 













	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate
    Distribution Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class
    	 	CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/

    Additional Trust

    Fund Expenses	 	Total

    Distribution	 	Ending

    Balance	 	Current

    Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	J-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	NR-RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	VRR Int	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F5T-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F5T-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F5T-C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F5T-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F5T-VRR Int	 	 	 0.000000%	 	 0.00	 	 0.00	 	 0.00	 	 0.00	 	 0.00	 	 0.00	 	 0.00	 	 0.00	 	 0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	CUSIP	 	Pass-Through

    Rate	 	Original

    Notional

    Amount	 	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	 	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
                                         Calculated by taking (A) the sum of the ending certificate balance of all classes less
                                         (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate
                                         balance of all classes which are not subordinate to the designated class and dividing
                                         the result by (A).

                                               

                                               

                                               



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    Page 2 of 24


     


    

 







	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

Balance
	Principal

Distribution
	Interest

Distribution
	Prepayment

Premium
	Realized
Loss/

Additional Trust

Fund Expenses
	Ending

Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	J-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	NR-RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	VRR Int	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F5T-A	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F5T-B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F5T-C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F5T-D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F5T-VRR Int	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    Page 3 of 24


     


    

 













	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation Detail	 	 
	 	 	Principal
    Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled

    Principal	 	Principal

    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	Accrued

    Certificate

    Interest	 	Net
    Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC
    CAP

    Shortfall	 	Interest

    Shortfall/(Excess)

     	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

    Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	G-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	H-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	J-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	NR-RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	VRR Int	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F5T-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F5T-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F5T-C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F5T-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F5T-VRR Int	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    Page 4 of 24


     


    

 











	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount (1)	 	  0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 		 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 	 	 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 	 	 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App. Red.	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
        (1) The Available Distribution
        Amount includes any Prepayment Premiums.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 5 of 24


     


    






 







	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Interest paid or
    advanced	0.00	 	 	Master Servicing Fee - Midland Loan Services	0.00	 	 
	 	Interest
    reductions due to Non-Recoverability Determinations	0.00	 	 	Trustee
    Fee   - Wells Fargo Bank, N.A. 	0.00	 	 
	 	Interest Adjustments	0.00	 	 	Certificate Administration Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Deferred Interest	0.00	 	 	CREFC Royalty License Fee	0.00	 	 
	 	Net Prepayment Interest
    Shortfall	0.00	 	 	Operating Advisor
    Fee   - Pentalpha Surveillance LLC	0.00	 	 
	 	Net Prepayment Interest
    Excess	0.00	 	 	Asset
    Representations Reviewer Fee   - Pentalpha Surveillance LLC	0.00	 	 
	 	Extension
    Interest	0.00	 	 	Total Fees	 	0.00	 
	 	Interest Reserve
    Withdrawal	0.00	 	 	Additional Trust
 Fund Expenses:	 		 
	 	Total Interest
    Collected	 	0.00	 	Reimbursement for
     Interest on Advances	0.00	 	 
	 	 	 	 	 	ASER Amount	0.00	 	 
	 	Principal:	 	 	 	Special Servicing
    Fee	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Rating Agency Expenses	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Taxes Imposed on
    Trust Fund	0.00	 	 
	 	Recoveries from
    Liquidation and Insurance Proceeds	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Excess of Prior
    Principal Amounts paid	0.00	 	 	Other Expenses	0.00	 	 
	 	Curtailments	0.00	 	 	Total Additional
    Trust Fund Expenses	 	0.00	 
	 	Negative Amortization	0.00	 	 	 	 	 	 
	 	Principal Adjustments	0.00	 	 	Interest Reserve
    Deposit	 	0.00	 
	 	Total Principal
    Collected	 	0.00	 	 	 	 	 
	 	 	 	 	 	Payments to Certificateholders
    & Others:	 	 	 
	 	Other:	 	 	 	Interest Distribution	0.00	 	 
	 	Prepayment Penalties/Yield
    Maintenance	0.00	 	 	Principal Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Prepayment Penalties/Yield
    Maintenance	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	Equity Payments Received	0.00	 	 	Equity Payments Paid	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Net Swap Counterparty
    Payments Paid	0.00	 	 
	 	Total Other Collected	 	0.00	 	Total
    Payments to Certificateholders & Others	 	0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



    Page 6 of 24


     


    







 








	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled Balance	 	State   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled

    Balance	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	State	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	  See footnotes on last page of this section.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    Page 7 of 24


     


    
 








	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt Service Coverage Ratio	 	Property Type   (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See footnotes on last page
    of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Page 8 of 24


     


    





 








	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current Mortgage Loan
    and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated Remaining Term
    (ARD and Balloon Loans)	 	Remaining Stated Term (Fully
    Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining Amortization
    Term (ARD and Balloon Loans)	 	Age of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM
    

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this calculation.


	 
	 	 	 
	 	(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the maturity date.	 
	 	 	 
	 	(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off Date balance of each property as disclosed in the offering document.	 
	 	 	 	 	 


 


    Page 9 of 24


     


    

 








	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon
    	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension	6	-	Capitalization of Interest	 
	 	RT 	-	Retail	MU	-	Mixed Use	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	2	-	Amortization Change	7	-	Capitalization of Taxes	 
	 	HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off	8	-	Principal Write-Off	 
	 	IN  	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Blank	9	-	Combination	 
	 	WH	-	Warehouse	OT	-	Other	5	-	Note Sale	 	 	   to Master Servicer	13	-	Other or TBD	5	-	Temporary Rate Reduction	 	 	 	 
	 	MH 	-	Mobile Home Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    Page 10 of 24


     


    

 







	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 11 of 24


     


    


 













	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 
	 	Principal Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan Number	Loan Group	Offering
    Document	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Cross-Reference	Payoff
    Amount	Curtailment
    Amount	Prepayment
    Premium	Yield
    Maintenance Premium	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    Page 12 of 24


     


    


 








	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	 	 
	 	Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	Coupon	Remit	WAM	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals are excluded from the
    delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 13 of 24


     


    


 








	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Mortgage

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 A	  -	Payment Not Received	0	-   Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 	 
	 	 	 	 	But Still in Grace Period	1	-   One Month Delinquent	 	 	(Performing Matured Balloon)	2 	-	Foreclosure	7	-	REO	 	 	     Foreclosure	 	 
	 	 	 	 	Or Not Yet Due	2	-   Two Months Delinquent	5	-	Non Performing Matured Balloon	3 	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 	 
	 	 	 B	 -	Late Payment But Less	3	-   Three or More Months Delinquent	 	 	 	4 	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 	 
	 	 	 	 	Than 1 Month Delinquent	 	 	 	 	 	5 	-	Note Sale	 	 	     to Master Servicer	13	-	Other or TBD	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 ** Outstanding
    P & I Advances include the current period advance.	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 14 of 24


     


    


 








	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially Serviced Loan
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	NOI

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1) Resolution Strategy Code	(2) Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-   Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	 Multi-Family	OF	-	Office	 
	 	2	-   Foreclosure	7	-	REO	 	 	Foreclosure	RT	-	 Retail	MU	-	Mixed use	 
	 	3	-   Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	 Health Care	LO	-	Lodging	 
	 	4	-   Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	 Industrial	SS	-	Self Storage	 
	 	5	-   Note Sale	 	 	to Master Servicer	13	-	Other or TBD	WH	-	 Warehouse	OT	-	Other	 
	 	 	 	 	 	 	 	 	 	MH	-	 Mobile Home Park	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 15 of 24


     


    


 







	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	Loan

    Number	Offering

    Document

    Cross-Reference	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	Phase 1 Date
	Appraisal
Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code
	 	 	 	 	 	 	 	 	 	 	 
	 	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	 
	 	2	-	Foreclosure	7	-	REO	 	 	Foreclosure	 
	 	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	 
	 	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	 
	 	5	-	Note Sale	 	 	to Master Servicer	13	-	Other or TBD	 
	 	 	 	 	 	 	 	 	 	 	 


 


    Page 16 of 24


     


    


 







	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    Page 17 of 24


     


    


 







	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20



	 	 	 	 	 	 	 	 	 	 
	 	Modified Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    Page 18 of 24


     


    


 








	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Liquidated
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 19 of 24


     


    



 














	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical Bond/Collateral
    Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Page 20 of 24


     


    


 








	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 21 of 24


     


    


 








	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 	 
	 	Interest Shortfall Reconciliation
    Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	Other
    (Shortfalls)/

    Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest Shortfall
    Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total Interest
    Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    Page 22 of 24


     


    

 








	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Defeased
    Loan Detail
	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering
    Document

    Cross-Reference	Ending
    Scheduled

    Balance	Maturity
    Date	Note
    Rate	Defeasance
    Status	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 









 



    Page 23 of 24


     


    
 







	 	 	 	 
		BBCMS Mortgage Trust 2020-C6

Commercial Mortgage Pass-Through Certificates

Series 2020-C6	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	 	 
	Corporate Trust Services	Distribution Date:	3/17/20
	8480 Stagecoach Circle	Record Date:	2/28/20
	Frederick, MD 21701-4747	Determination Date:	3/11/20


	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 


 




	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    Page 24 of 24


     


    


 




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 “Wells Fargo Bank, National Association,
as Trustee for the registered holders of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6”
(the “Assignee”), having an office at 9062 Old Annapolis Road, Columbia, Maryland, 21045-1951, Attention: CMBS
Trustee BBCMS 2020-C6, 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 and/or the Trust Subordinate Companion Loan 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)

BBCMS Mortgage Trust 2020-C6


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance 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:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 







 



 *
       Select appropriate depository.


 






    Exhibit I-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, the Initial Purchasers and
the Loan-Specific Initial Purchasers.


 


		[Insert
                                         Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

                                         Title:




 


Dated: _______


 


cc: Barclays Commercial Mortgage
Securities LLC


 





 






**        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)

BBCMS Mortgage Trust 2020-C6


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance 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, the Initial Purchasers and
the Loan-Specific Initial Purchasers.


 


		[Insert
                                         Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

                                         Title:







 


Dated: ________



cc: Barclays Commercial Mortgage Securities LLC


 







 






*        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)

BBCMS Mortgage Trust 2020-C6


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance 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 Rule 144A and


 





 






*        Select
appropriate depository.


 











    Exhibit K-1


     


    

 


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, the Initial Purchasers and
the Loan-Specific Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

    Title: 







 





Dated: _______



cc: Barclays Commercial Mortgage Securities LLC


 




    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)

BBCMS Mortgage Trust 2020-C6


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance 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.


 


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


 





 



*
       Select, as applicable.




  






    Exhibit L-1


     


    

 


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, the Initial Purchasers and the Loan-Specific
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)

BBCMS Mortgage Trust 2020-C6


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance 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, the Initial Purchasers
and the Loan-Specific Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

    Title: 







 





Dated: ________



cc: Barclays Commercial Mortgage Securities LLC


 





 






**        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)

BBCMS Mortgage Trust 2020-C6


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance 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, the Initial Purchasers
and the Loan-Specific Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

    Title: 







  


Dated: _______



cc: Barclays Commercial Mortgage Securities LLC


 





 






*        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)

BBCMS Mortgage Trust 2020-C6


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance 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.


 


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


 






    Exhibit O-1


     


    

 


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, the Initial Purchasers and the Loan-Specific
Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:

    Title: 







 





Dated: _______



cc: Barclays Commercial Mortgage Securities LLC


 




    Exhibit O-2


     


    

 


EXHIBIT
P-1A



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY AND/OR A RISK RETENTION CONSULTATION PARTY

(for Persons other than the DIRECTING CERTIFICATEHOLDER, a Controlling Class Certificateholder AND/OR AN F5 Tower controlling
class certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

BBCMS 2020-C6

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6,
                                         Class Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance 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 either (a) a Certificateholder, a beneficial owner or a prospective purchaser of the above-referenced Class [__]
Certificates, (b) a Companion Holder or (c) a Risk Retention Consultation Party (or any investment advisor or manager or other
representative of the foregoing).


 


2.       The
undersigned is not the Directing Certificateholder, a Controlling Class Certificateholder or an F5 Tower Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of a Certificate, the undersigned
has received a copy of the Prospectus.


 


4.       Other
than with respect to a 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


 






    Exhibit P-1A-1


     


    

 


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.


 


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, the Loan-Specific 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:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



  




    Exhibit P-1A-2


     


    

 


EXHIBIT
P-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY (for the DIRECTING CERTIFICATEHOLDER, a Controlling Class Certificateholder
AND/OR AN F5 Tower Controlling class CERTIFICATEHOLDER)


 


[Date]


 


	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

Fax Number: (888) 706-3565 

         
	Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BBCMS 2020-C6

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com

	 	 
	Pentalpha
                                         Surveillance LLC

        

        375 N. French Road, Suite
        100

        

        Amherst, New York 14228

        

        Attention: BBCMS 2020-C6
        Transaction Manager

        

        with a copy sent via
        email to: notices@pentalphasurveillance.com (with BBCMS 2020-C6 in the subject line)

        
	Wells Fargo Bank, National Association

    600 South 4th Street, 7th Floor

    MAC N9300-070

    Minneapolis, Minnesota  55479

    Attention:  Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2020-C6


  


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6,
                                         Class Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance 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 either the Directing Certificateholder, the Holder of the majority of the Controlling Class, a Controlling Class
Certificateholder, the F5 Tower Loan-Specific Directing Certificateholder, the Holder of a majority of the F5 Tower Controlling
Class or an F5 Tower Controlling Class Certificateholder.


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 






    Exhibit P-1B-1


     


    

 


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, the Loan-Specific 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.


 


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 or F5 Tower Loan-Specific 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.


 






    Exhibit P-1B-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:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:




  




    Exhibit P-1B-3


     


    

 


EXHIBIT
P-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY (for Persons other than the DIRECTING CERTIFICATEHOLDER, a Controlling Class
Certificateholder, a risk retention consultation party AND/OR AN F5 Tower Controlling class CERTIFICATEHOLDER)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BBCMS 2020-C6

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


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

Fax Number: (888) 706-3565


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6,
                                         Class Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance 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 either (a) a Certificateholder, a beneficial owner or a prospective purchaser of the above-referenced Class [__]
Certificates or (b) a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is not the Directing Certificateholder, a Controlling Class Certificateholder or an F5 Tower Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of a Certificate, the undersigned
has received a copy of the Prospectus.


 


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


 






    Exhibit P-1C-1


     


    

 


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, the Loan-Specific 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.


 


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:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:




  




    Exhibit P-1C-2


     


    

 


EXHIBIT
P-1D



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(for the DIRECTING CERTIFICATEHOLDER, a Controlling Class Certificateholder AND/OR A F5 Tower Controlling class CERTIFICATEHOLDER)


 


[Date]


 


	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

                                         Fax Number: (888) 706-3565

         

         

         
	Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BBCMS 2020-C6

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com 

	Pentalpha
                                         Surveillance LLC

        

        375 N. French Road, Suite
        100

        

        Amherst, New York 14228

        

        Attention: BBCMS 2020-C6
        Transaction Manager

        

        with a copy sent via
        email to: notices@pentalphasurveillance.com (with BBCMS 2020-C6 in the subject line)

        

        
	Wells Fargo Bank, National Association

    600 South 4th Street, 7th Floor

    MAC N9300-070

    Minneapolis, Minnesota  55479

    Attention:  Corporate Trust Services (CMBS)

    BBCMS Mortgage Trust 2020-C6


  


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6,
                                         Class Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance 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,
the Holder of the majority of the F5 Tower Controlling Class or an F5 Tower Controlling Class Certificateholder.


 


2.       The
undersigned is a Borrower Party with respect to the following Excluded Loan(s):


 


[IDENTIFY
EXCLUDED LOAN(S) (the “Excluded Loan(s)”)]


 






    Exhibit P-1D-1


     


    

 


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(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(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, the Loan-Specific 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
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


 






    Exhibit P-1D-2


     


    

 


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.


 


	 	 [Directing Certificateholder][Holder
    of the majority  of the Controlling Class][Controlling Class  Certificateholder][F5 Tower Controlling Class  Certificateholder]
	 	 
		By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:




 






    Exhibit P-1D-3


     


    




 























 




 


EXHIBIT
P-1E



FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	
        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

        Fax Number: (888) 706-3565

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        BBCMS 2020-C6

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	
        Pentalpha Surveillance LLC

        

        375 N. French Road, Suite 100

        

        Amherst, New York 14228

        

        Attention: BBCMS 2020-C6 Transaction Manager

        with a copy sent via email to: notices@pentalphasurveillance.com
        (with BBCMS 2020-C6 in the subject line)

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2020-C6



 

		Re:	BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6, Class
Certificates



 


THIS NOTICE IDENTIFIES
AN “EXCLUDED LOAN” RELATING TO THE BBCMS MORTGAGE TRUST 2020-C6, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
2020-C6, 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][the Holder of the majority
of the F5 Tower Controlling Class][a Controlling Class Certificateholder][a F5 Tower 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(s)”):


 






    Exhibit P-1E-1


     


    

 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


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:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned is
not a Borrower Party with respect to any other Mortgage Loan.


 


4.       Except
with respect to the Excluded 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,


 






    Exhibit P-1E-2


     


    

 


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(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, the Loan-Specific 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 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(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.


 






    Exhibit P-1E-3


     


    

 


11.       The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers, the Loan-Specific 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(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] [a F5 Tower Controlling  Class
Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______



cc: Barclays Commercial Mortgage Securities LLC


 




    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)

BBCMS 2020-C6

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: BBCMS Mortgage Trust 2020-C6


 


		Re:	BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6



 


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][the Holder of the majority
of the F5 Tower Controlling Class][a Controlling Class Certificateholder][a F5 Tower 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(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 BBCMS Mortgage Trust 2020-C6 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(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(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.


 






    Exhibit P-1F-2


     


    

 





	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder] [a F5 Tower Controlling  Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated: _______



cc: Barclays Commercial Mortgage Securities LLC


 


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-3


     


    

 


EXHIBIT
P-1G



FORM OF CERTIFICATION OF THE DIRECTING

CERTIFICATEHOLDER


 


[Date]


 


	
        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

        Fax Number: (888) 706-3565

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        BBCMS 2020-C6

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	
        Pentalpha Surveillance LLC 

        375 N. French Road, Suite 100 

        Amherst, New York 14228 

        Attention: BBCMS 2020-C6 Transaction Manager 

        with a copy sent via email to: notices@pentalphasurveillance.com
(with BBCMS 2020-C6 in the subject line) 

        Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2020-C6


		Re:	BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6



 


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.


 






    Exhibit P-1G-1


     


    

 


4.       [[For
Directing Certificateholders 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: Barclays Commercial Mortgage Securities LLC


 




    Exhibit P-1G-2


     


    

EXHIBIT
P-1H



FORM OF CERTIFICATION OF A RISK RETENTION CONSULTATION PARTY


 


[Date]


 


	
        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

        Fax Number: (888) 706-3565

         
	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        BBCMS 2020-C6

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	
        Pentalpha Surveillance LLC 

        375 N. French Road, Suite 100 

        Amherst, New York 14228 

        Attention: BBCMS 2020-C6 Transaction Manager 

        with a copy sent via email to: notices@pentalphasurveillance.com
(with BBCMS 2020-C6 in the subject line)

         

        Barclays Commercial Mortgage Securities LLC

        745 Seventh Avenue

        New York, New York 10019

        Attention: Daniel Vinson

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2020-C6


		Re:	BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6



 


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 [Pooled][F5T-VRR-A][F5T-VRR-B] Risk Retention Consultation Party.


 


2.       [[For
Risk Retention Consultation Parties other than the initial Risk Retention Consultation Parties] 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.


 






    Exhibit P-1H-1


     


    

 


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: Barclays Commercial Mortgage Securities LLC


 




    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 BBCMS 2020-C6


 


		Attention:	BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6



 


In accordance with the
requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the
“Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance 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.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    Exhibit P-2-1


     


    

 


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:	 
	 	 	 Title:
	 	 	 Company:
	 	 	 Phone:






 




    Exhibit P-2-2


     


    

 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement
(the “Confidentiality Agreement”) is made in connection with Barclays Capital 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 BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through
Certificates, Series 2020-C6 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as
of February 1, 2020 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities
LLC, as Depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer 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.


 






    Exhibit P-2-3


     


    

 


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:


 


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


 






    Exhibit P-2-4


     


    

 


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.


 


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


 






    Exhibit P-2-5


     


    

 


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:


 


Barclays Capital Inc.

745 Seventh Avenue

New York, NY 10019

Attention: Daniel Vinson


 


with a copy to


 


Barclays Capital Real Estate Inc.

745 Seventh Avenue

New York, NY 10019

Attention: Steven P. Glynn


 




    Exhibit P-2-6


     


    

 


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 BBCMS 2020-C6


 


		Attention:	BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6



 


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 February 1, 2020 (the
“Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance 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, MBS Data LLC, RealInsight 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, liability or expense incurred thereby with respect
to any such breach by the undersigned or any of its Representatives.


 






    Exhibit P-3-1


     


    

 


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. 


	 	 	 
	 	By:	 
	 	 	 Title:
	 	 	 Company:
	 	 	 Phone:








 




    Exhibit P-3-2


     


    

 


EXHIBIT
Q



CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6



 


Ladies and Gentlemen:


 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance 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 and Trust Subordinate Companion
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan or Trust Subordinate Companion 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 final proviso of the definition of “Mortgage File”, all documents specified in clauses (i)
through (v), (viii), (ix), (xi), (xii) and (xiii) (or, with respect to clause (xii), a copy of such letter of credit
and the required officer’s certificate), 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 it or by a Custodian on its behalf and appear regular on their face and appear to be executed and to relate to such Mortgage
Loan or Trust Subordinate Companion 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]


 


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

daniel.vinson@barclays.com


 


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

Fax Number: (888) 706-3565


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services BBCMS 2020-C6

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Pentalpha Surveillance LLC





375 N. French Road, Suite 100





Amherst, New York 14228





Attention: BBCMS 2020-C6 Transaction Manager





With a copy sent via email to: notices@pentalphasurveillance.com
(with BBCMS 2020-C6 in the subject line)


 


Barclays Capital Real Estate Inc.





745 Seventh Avenue





New York, New York 10019





Attention: Daniel Vinson, Managing Director





Email: daniel.vinson@barclays.com


 


with a copy to:


 


Barclays Capital Real Estate Inc.





745 Seventh Avenue





New York, New York





Facsimile No.: (212) 412 7519





Attention: Steven P. Glynn, Legal Department





Email: steven.glynn@barclays.com


 


Societe Generale Financial Corporation





245 Park Avenue, 11th Floor





New York, New York 10167


 






    Exhibit Q-2


     


    

 


Attention: Jim Barnard





E-mail: US-Glfi-Abp-Cmbs-Notices@sgcib.com


 


with a copy to:


 


Societe Generale Financial Corporation





245 Park Avenue, 11th Floor





New York, New York 10167





Attention: General Counsel





E-mail: US-Glfi-Abp-Cmbs-Notices@sgcib.com


 


Starwood Mortgage Capital LLC





1601 Washington Avenue, Suite 800





Miami Beach, Florida 33139


 


German American Capital Corporation

60 Wall Street

New York, New York 10005


 




    Exhibit Q-3


     


    

 


EXHIBIT
R



FORM OF POWER OF ATTORNEY BY TRUSTEE FOR MASTER SERVICER AND SPECIAL SERVICER


 


After recording, return to:


 


Legal Department


Midland Loan Services


P. 0. Box 25965


 


Shawnee
Mission, KS


66225-5965


 


LIMITED POWER OF


ATTORNEY
TO


MIDLAND LOAN


SERVICES,


 


A
DIVISION OF PNC BANK, NATIONAL


ASSOCIATION, FROM WELLS FARGO BANK,


NATIONAL ASSOCIATION,


 


AS TRUSTEE, FOR THE BENEFIT
OF THE REGISTERED


HOLDERS OF BBCMS MORTGAGE TRUST 2020-C6,


 


KNOW ALL BY THESE PRESENTS:


 


WHEREAS,
Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a division of PNC Bank, National Association,
as Master Servicer and Special Servicer (the “Servicer”), Wells Fargo Bank, National Association, as Trustee
(the “Trustee”) and Certificate Administrator, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset
Representations Reviewer, entered into a Pooling and Servicing Agreement dated as of February 1, 2020 (the “PSA”),
pertaining to a securitization trust formed for the benefit of the registered holders of BBCMS Mortgage Trust 2020-C6, Commercial
Mortgage Pass-Through Certificates, Series 2020-C6 (the “Trust”), and which provides in part that the Servicer
shall administer and service certain "Mortgage Loans" and provide services to the "Mortgagors" as those terms
are defined in the PSA, for the benefit of the Trustee in accordance with the terms of the PSA and the Mortgage Loans;


 






    Exhibit R-1


     


    

 


WHEREAS,
pursuant to the terms of the PSA, the Servicer is granted certain powers, responsibilities and authority in connection with its
servicing and administration of the Mortgage Loans subject to the terms of the PSA; and


 


WHEREAS, the Trustee has been requested by the Servicer pursuant
to Section 3.0l(b) of the PSA to grant this Limited Power of Attorney to the Servicer to enable the Servicer to execute and deliver,
on behalf of the Trustee, certain documents and instruments related to the Mortgage Loans thereby empowering the Servicer to take
such actions as it deems necessary to comply with its servicing, administrative and management duties under and in accordance with
the PSA.


 


NOW, THEREFORE, KNOW ALL BY
THESE PRESENTS:


 


Wells
Fargo Bank, National Association, a nationally chartered banking association, not in its individual or banking capacity, but solely
in its capacity as trustee for the registered holders of the above referenced Trust (the "Trustee") under the PSA, does
make, constitute and appoint Midland Loan Services, a division of PNC Bank, National Association, with principal corporate offices
at 10851 Mastin Street, Suite 700, Overland Park, Kansas 66210, as Servicer, by and through its designated officers, as the Trustee's
true and lawful attorney-in-fact with respect to the Mortgage Loans and each mortgaged property and related collateral (the "Mortgaged
Property") held by the Trustee to secure the obligations of the Mortgage Loans in its capacity as Trustee, and in Trustee's
name, place and stead, to prepare, complete, execute, deliver, record and file on behalf of the registered holders and the Trustee,
and in any event in accordance with the terms of the PSA; (i) customary consents or waivers and other instruments and documents
including, without limitation, estoppel certificates, financing statements, continuation statements, title endorsements and reports
and other documents and instruments necessary to preserve and maintain the validity, enforceability, perfection and priority of
the lien on the Mortgaged Property; (ii) to consent to assignments and assumptions or substitutions, and transfers of interest
of the Mortgagors, in each case subject to and in accordance with the terms of the Mortgage Loan and subject to the provisions
of the PSA; (iii) to collect any insurance proceeds, condemnation proceeds and liquidation proceeds in accordance with the terms
of the Mortgage Loan; (iv) to consent to any subordinate financing to be secured by any Mortgaged Property to the extent that such
consent is required pursuant to the terms of the Mortgage Loan or which otherwise is required under the PSA; (v) to consent to
the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property
or to repayment of the Mortgage Loans or otherwise, in each case in accordance with the terms of the Mortgage Loans; (vi) to execute
any and all instruments necessary or appropriate for judicial or nonjudicial foreclosure of, the taking of a deed in lieu of foreclosure
with respect to, or the conversion of title to any Mortgaged Property securing a Mortgage Loan owned by the Trustee and serviced
by the Servicer for the Trustee, and, consistent with the authority granted by the PSA, to take any and all actions on behalf of
the Trustee in connection with maintaining and defending the enforceability of such Mortgage Loan obligation and the collection
thereof including, without limitation, the execution of any and all instruments necessary or appropriate in defense of and for
the collection and enforcement of said Mortgage Loan obligation in


 






    Exhibit R-2


     


    

 


accordance
with the terms of the PSA; (vii) to execute and deliver documents relating to the management, operation, maintenance, repair,
leasing and marketing of the Mortgaged Properties, including agreements and requests by the Mortgagors with respect to modifications
of the management of the Mortgaged Properties or the replacement of managers; (viii) to exercise all rights, powers and privileges
granted or provided to the holder of the Mortgage Loan under their respective terms including all rights of approval and consent
thereunder; (ix) to enter into lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental
arrangements which may be requested by the Mortgagors or their tenants in accordance with the terms of the Mortgage Loan; (x)
to join the Mortgagor in granting, modifying or releasing any easements, covenants, conditions, restrictions, equitable servitudes,
or land use or zoning requirements with respect to the Mortgaged Properties to the extent such does not adversely affect the value
of the Mortgaged Property; (xi) to execute and deliver, on behalf of the Trustee, any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged
Property; (xii) to draw upon, replace, substitute, release or amend any letters of credit standing as collateral under the Mortgage
Loans; and (xiii) to apply amounts in the various escrow accounts set up under the Mortgage Loans pursuant to the terms provided
for therein.


 


ARTICLE I


 


The
enumeration of particular powers hereinabove is not intended in any way to limit the grant to the Servicer as the Trustee's attorney-in-fact
of full power and authority with respect to the Mortgage Loans consistent with the PSA to execute and deliver any such documents,
instrument or other writing, as fully, to all intents and purposes, as the Trustee might or could do if personally present, hereby
ratifying and confirming whatsoever such attorney-in-fact shall and may do by virtue hereof; and the Trustee agrees and represents
to those dealing with such attorney-in-fact that they may rely upon this limited power of attorney until termination of the limited
power of attorney under the provisions of Article III below. As between and among the Trustee, the registered holders, the Trust,
and the Servicer, the Servicer may not exercise any right, authority or power granted by this instrument in a manner which would
violate the terms of the PSA or the servicing standard imposed on the Servicer by the PSA, but any and all third parties dealing
with the Servicer as the Trustee's attorney-in-fact may rely completely, unconditionally and conclusively on the Servicer's authority
and need not make inquiry about whether the Servicer is acting pursuant to the PSA or such standard. Any purchaser, title company,
recorder's office or other third party may rely upon a written statement by the Servicer that any particular loan or property in
question and the release thereof is subject to and included under this power of attorney and the PSA.


 


ARTICLE II


 


Any
act or thing lawfully done by the Servicer, and otherwise authorized under this Limited Power of Attorney, shall be binding on
the Trustee and the Trustee's successors and assigns.


 






    Exhibit R-3


     


    

 


ARTICLE III


 


This
Limited Power of Attorney shall continue in full force and effect until the earliest occurrence of any of the following events,
unless sooner revoked in writing by the Trustee:


 


		(i)	the suspension or termination of this Limited Power
of Attorney by the Trustee;



 


		(ii)	the transfer of servicing under the PSA from the Servicer to another servicer;



 


		(iii)	the termination, resignation or removal of the Trustee as trustee of such Trust;



 


		(iv)	the appointment of a receiver or conservator with respect to the business
of the Servicer;



 


		(v)	the filing of a voluntary or involuntary petition in bankruptcy by or against
the Servicer;



 


		(vi)	the termination of the PSA; or



 


		(vii)	the termination of the Servicer.



 


Nothing
herein shall be deemed to amend or modify the PSA or the respective rights, duties or obligations of the Trustee, or the Servicer
thereunder, and nothing herein shall constitute a waiver of any rights or remedies thereunder.


 




    Exhibit R-4


     


    

 


IN WITNESS WHEREOF, the
Trustee has caused this instrument to be executed and its corporate seal to be affixed hereto by its officer duly authorized as
of the __ day of ________, 2020.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee for BBCMS  Mortgage Trust 2020-C6, for the benefit of  the registered holders of BBCMS
Mortgage  Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6 (and  not in its individual
capacity)
	 	 	 
		By:	 
	(SEAL)	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 






    Exhibit R-5


     


    

 





	STATE
OF	)	 
	 	)	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-6


     


    

 


EXHIBIT
S



INITIAL SERVICED COMPANION NOTEHOLDERS


 


	Loan	Companion Holder
	F5 Tower	
        NOTE A-1-B AND NOTE A-1-C:

         

        Barclays Bank PLC

        745 Seventh Avenue

        New York, New York 10019

        Attention: Dan Vinson

        Email: Daniel.vinson@barclays.com

         

        with a copy to:

         

        Barclays Bank PLC 

        745 Seventh Avenue

        New York, New York 10019

        Attention: Steven P. Glynn, Legal Department

        Email: steven.glynn@barclays.com

         

        NOTE A-2:

         

        DBR Investments Co. Limited

        60 Wall Street

        New York, New York 10005

        Attention: Robert W. Pettinato, Jr.

        Facsimile No.: (212) 797-4489

        E-mail: Robert.Pettinato@db.com

         

        with a copy to:

         

        DBR Investments Co. Limited

        60 Wall Street, 10th Floor

        New York, New York 10005

        Attention: General Counsel

        Facsimile No. (646) 736-5721

         

	Exchange on Erwin 	
        NOTE A-2:

         

        Barclays Capital Real Estate Inc.

        745 Seventh Avenue

         

        New York, New York 10019

        Attention: Sabrina J. Khabie

         

	ExchangeRight Net Leased Portfolio #31	
        NOTE A-2:




 






    Exhibit S-1


     


    

 


		
        

        Barclays Capital Real Estate Inc.

        745 Seventh Avenue

        

        New York, New York 10019

Attention: Sabrina J. Khabie





    Exhibit S-2


     


    

 


EXHIBIT
T



FORM OF NOTICE FOR NON-SERVICED MORTGAGE LOAN


 


[FOR PARKMERCED MORTGAGE LOAN, 650 MADISON AVENUE MORTGAGE LOAN
AND BELLAGIO HOTEL AND CASINO MORTGAGE LOAN:


 


KeyBank National Association





11501 Outlook Street, Suite 300





Overland Park, Kansas 66211





Attention: Michael Tilden





Email: Michael_A_Tilden@keybank.com


 


with a copy to:


 


Polsinelli





900 West 48th Place, Suite 900





Kansas City, Missouri 64112





Attention: Kraig Kohring





Email: kkohring@polsinelli.com]


 


[FOR 545 WASHINGTON BOULEVARD MORTGAGE LOAN:


 


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-BNK25 Asset Manager





Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


K&L Gates LLP





Hearst Tower, 47th Floor





214 North Tryon Street





Charlotte, North Carolina 28202





Attention: Stacy G. Ackermann





Facsimile Number: (704) 353-3190]


 


[FOR KINGS PLAZA MORTGAGE LOAN:


 


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


 






    Exhibit T-1


     


    

 


Facsimile: (888) 706-3565


 


with a copy to:


 


Stinson LLP





1201 Walnut Street





Suite 2900





Kansas City, Missouri 64106-2150





Fax Number: (816) 412-9338





Attention: Kenda K. Tomes





Email: kenda.tomes@stinson.com]


 


VIA EMAIL


 


		Re:	BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6



 


Ladies and Gentlemen:


 


As you know, [KeyBank
National Association][Wells Fargo Bank, National Association][Midland Loan Services, a Division of PNC Bank, National Association]
acts as the master servicer (the “Lead Master Servicer”) for the whole loan secured by the mortgaged property
identified as [Parkmerced][650 Madison Avenue][Kings Plaza][545 Washington Boulevard][Bellagio Hotel and Casino] (the “Subject
Whole Loan”) under the [MRCD 2019-PARK][MAD 2019-650M][BANK 2020-BNK25][BX 2019-OC11] [pooling][trust] and servicing
agreement (the “Lead PSA”). This is to inform you that Note [__] of the Subject Whole Loan (the “Subject
Mortgage Loan”) has been transferred to BBCMS Mortgage Trust 2020-C6 pursuant to that certain Pooling and Servicing Agreement,
dated February 1, 2020 (the “2020-C6 Pooling Agreement”) between Barclays Commercial Mortgage Securities LLC,
as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “2020-C6
Master Servicer”) and as Special Servicer (in such capacity, the “2020-C6 Special Servicer”), Wells
Fargo Bank, National Association, as certificate administrator (in such capacity, the “2020-C6 Certificate Administrator”)
and as trustee (in such capacity, the “2020-C6 Trustee”), and Pentalpha Surveillance LLC, as operating advisor
and as asset representations reviewer, and that the 2020-C6 Trustee is the holder of the Subject Mortgage Loan.


 


The undersigned, as 2020-C6
Certificate Administrator, hereby directs you, in your capacity as the Lead Master Servicer of the Subject Whole Loan, to remit
to the 2020-C6 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be, to
the 2020-C6 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-C6 Pooling Agreement) and the Lead PSA.


 


The Subject Mortgage
Loan is not a Significant Obligor (as such term is defined in the 2020-C6 Pooling Agreement) under the 2020-C6 Pooling Agreement.


 






    Exhibit T-2


     


    

 


Thank you for your attention
to this matter.


 


Date: __________________________


 





	 	Wells Fargo Bank, National Association, as

Certificate Administrator for the Holders of

the BBCMS Mortgage

Trust 2020-C6, Commercial Mortgage

Pass-Through Certificates, Series 2020-C6
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: 





 




    Exhibit T-3


     


    

 


EXHIBIT
U



FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN OR TRUST SUBORDINATE COMPANION LOAN


 


		To:	Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com



 


DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

E-mail: cmbs_info_17g5@standardandpoors.com


 


		From:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master
Servicer under the Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.



 


Date: _________, 20___


 




    Exhibit U-1


     


    

		Re:	BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6



 


[Mortgage Loan (the “Mortgage
Loan”)] [Trust Subordinate Companion Loan (the “Trust Subordinate Companion 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][Trust Subordinate Companion Loan] pursuant to the terms
of the [Mortgage Loan][Trust Subordinate Companion Loan], of the type checked below:


 


____ a full defeasance
of the entire principal balance of the [Mortgage Loan][Trust Subordinate Companion 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][Trust Subordinate Companion 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][Trust Subordinate Companion 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.


 






    Exhibit U-2


     


    

 


(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.


 


(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][the Trust Subordinate Companion Loan] 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][Trust
Subordinate Companion 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][Trust Subordinate Companion 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][Trust Subordinate Companion 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


 






    Exhibit U-3


     


    

 


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][Trust Subordinate Companion Loan] (or the allocated portion thereof in a partial defeasance) for such year.


 


(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)       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.


 





	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL
ASSOCIATION as Master Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit U-5


     


    

 


 






 


 


EXHIBIT
V



FORM OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling
and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”).

Transaction: BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates Series 2020-C6

Operating Advisor: Pentalpha Surveillance LLC

Special Servicer: Midland Loan Services, a Division of PNC Bank, National Association

Directing Certificateholder: KKR Real Estate Credit Opportunity Partners II L.P.


 


		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.



 


2.    
Prior to an Operating Advisor Consultation Event, if one Mortgage Loan is in special servicing and if the Special Servicer has
subsequently completed a Major Decision with respect to such Specially Serviced Loan, the Special Servicer has provided the applicable
fully executed Major Decision Reporting Package approved or deemed approved by the Directing Certificateholder to the Operating
Advisor.


 


3.    
After an Operating Advisor Consultation Event, the Special Servicer has provided to the Operating Advisor:


 


		(a)	with
                                         respect to each Major Decision for the following non-Specially Serviced Loans, the related
                                         Major Decision Reporting Package and the opportunity to consult with respect to such
                                         Major Decision and recommended action:



 


________________________


 


________________________


 


________________________








 





 








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


     


    

 


________________________


 



		(b)	with
                                         respect to following Specially Serviced Loans, each related Asset Status Report and the
                                         opportunity to consult with respect to such recommended action:



 


________________________


 


________________________


 


		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 under the Pooling and Servicing Agreement
on the loans identified in this report. Based solely on such limited review and subject to the assumptions, limitations and qualifications
set forth herein, the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is
not] operating in compliance with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing
Agreement during the prior calendar year on a “trust-level basis”. [The Operating Advisor believes, in its sole discretion
exercised in good faith, that the Special Servicer has failed to materially comply with the Servicing Standard as a result of
the following material deviations.]


 


		●	[LIST
                                         OF MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


		●	[ADD
                                         RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]



 


		III.	List
                                         of Items that were Considered in Compiling this Report



 


In
rendering the assessment set forth in this report, the Operating Advisor examined and relied upon the accuracy and the completion
of the items listed below:


 


1.    
Any Major Decision Reporting Package that is delivered or made available to the Operating Advisor by the Special Servicer
pursuant to the Pooling and Servicing Agreement.


 


2.    
Reports by the Special Servicer made available to Privileged Persons that are posted on the certificate administrator’s
website that is relevant to the Operating Advisor’s obligations under the Pooling and Servicing Agreement, each Asset Status
Report (after an Operating Advisor Consultation Event), and each Final Asset Status Report, in each case, delivered or made available
to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.


 


3.    
The Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s
compliance with its obligations and net present value


 






    Exhibit V-2


     


    

 


calculations and Appraisal Reduction Amount calculations delivered or made
available to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.


 


4.    
[LIST OTHER REVIEWED INFORMATION].


 


5.    
[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer as provided under the Pooling and
Servicing Agreement on Asset Status Reports for a Specially Serviced Loan delivered or made available to the Operating Advisor
pursuant to the terms of the Pooling and Servicing Agreement and with respect to Major Decisions processed by the Special Servicer.]


 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full
or limited audit, legal review or legal conclusion. For instance, we did not review each page of the Special Servicer’s
policy and procedure manuals (including amendments and appendices), review underlying lease agreements or similar underlying documents,
re-engineer the quantitative aspects of their net present value calculations, visit any related 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 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.


 


		IV.	Assumptions,
                                         Qualifications Related to the Work Product Undertaken and Opinions Related to this Report



 


1.    
As provided in the Pooling and Servicing Agreement, the Operating Advisor 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.


 


2.    
In rendering our assessment herein, we have assumed that all executed factual statements, instruments, and other documents that
we have relied upon in rendering this assessment have been executed by persons with legal capacity to execute such documents.


 


3.    
Other than the receipt of any Major Decision Reporting Package or any Asset Status Report that is delivered or made available
to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement, the Operating Advisor did not participate
in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially
Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder directly. As such,
the Operating Advisor generally 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 SPECIAL SERVICER


 


Wells
Fargo Bank, National Association


as Certificate Administrator and as Trustee


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BBCMS 2020-C6

Email: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


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 


Fax
Number: (888) 706-3565


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6,
                                         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 February 1, 2020 (the
“Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6
(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 actions conducted pursuant to and in accordance with Section 3.26 of the
Pooling and Servicing Agreement, it is our assessment that Midland Loan Services, a Division of PNC Bank, National Association,
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 Midland Loan Services, a Division of PNC Bank, National Association be
removed as Special Servicer and that [________] be appointed its successor in such capacity.


 






    Exhibit W-1


     


    

 





	 	Very truly yours,
	 	 	 
	 	 
	 	 	[The Operating Advisor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 





 




    Exhibit W-2


     


    

EXHIBIT
X



FORM OF CONFIDENTIALITY AGREEMENT


 


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 number: (888) 706-3565


 


		Re:	Access
                                         to Certain Information Regarding BBCMS Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-C6



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing
Agreement”), among Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC
Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Pentalpha Surveillance 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.


 


Midland
Loan Services, a Division of PNC Bank, National Association (“Midland”) understands that [____] (the “Company”)
is requesting certain confidential or non-public information relating to the Mortgage Loans and Trust Subordinate Companion Loan
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 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.


 


Midland
will provide the Company with certain confidential, non-public servicing information (the “Confidential Information”)
pertaining to the Mortgage Loans and Trust Subordinate Companion Loan and the related Mortgaged Properties and borrowers. The
Company acknowledges that the Confidential Information (a) includes or may be based upon information provided to Midland
by third parties, (b) may not have been verified by Midland, and (c) may be incomplete or contain inaccuracies. The
Company agrees that Midland, 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) Midland’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 Midland; (b) information that is obtained by Company from a third person who, insofar as is known to


 






    Exhibit X-1


     


    

 


Company, is not
prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation to Midland; (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 Midland’s election): (i) responses to reasonable
written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with Midland’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”). Midland 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) 
Midland 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. Midland shall cease to provide the Company with Confidential Information if Midland has actual knowledge that
the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and Midland 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.
Midland’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 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, Midland 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


 






    Exhibit X-2


     


    

 


construed to limit
or qualify any of Midland’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.


 








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,
	 	 
	 	MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


CONFIRMED
AND AGREED TO:



[COMPANY NAME] 


By:

Name:

Title:]


 




    Exhibit X-3


     


    

EXHIBIT
Y



FORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I,
[identifying 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 the
                                         BBCMS Mortgage Trust 2020-C6 (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) Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and Trustee, and Pentalpha Surveillance LLC, as





 






    Exhibit Y-1


     


    

 


Operating
Advisor and as Asset Representations Reviewer, (B) [list other applicable parties to servicing agreements for Non-Serviced
Mortgage Loans].


 





	Date:	 	 	 
	 	 	 
	 	 
	[Chief Executive Officer]	 
	Barclays
                    Commercial Mortgage Securities LLC (Senior officer in charge of the securitization of the depositor) 
	 





 




    Exhibit Y-2


     


    

EXHIBIT
Z-1



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


BBCMS
MORTGAGE TRUST 2020-C6 (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 February 1, 2020 (the “Pooling and Servicing Agreement”), entered into
by Barclays Commercial Mortgage Securities LLC (the “Depositor”), as depositor, Midland Loan Services, a Division
of PNC Bank, National Association as master servicer (in such capacity, the “Master Servicer”) and as special
servicer (in such capacity, the “Special Servicer”), Wells Fargo Bank, National Association, as trustee, the
Certificate Administrator, and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, certifies
to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][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 they 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”), of the Trust;



 


		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



 


		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




 






    Exhibit Z-1-1


     


    

 





			

                                                                                

                                                                                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 Z-1-2


     


    

 


EXHIBIT
Z-2



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


BBCMS
MORTGAGE TRUST 2020-C6 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
as Master Servicer under that certain Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and
Servicing Agreement”), entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”)
and as special servicer (in such capacity, the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee and as certificate administrator (in such capacity, the “Certificate Administrator”), and Pentalpha
Surveillance 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, [Name of the Other Depositor] and [its][their respective]
officers, directors and affiliates, and with the knowledge and intent that they 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 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;



 






    Exhibit Z-2-1


     


    

 


		4.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the 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.]


 




    Exhibit Z-2-2


     


    

 


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	[MIDLAND LOAN SERVICES, A DIVISION
    OF PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


  




    Exhibit Z-2-3


     


    

 


EXHIBIT
Z-3



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


BBCMS
MORTGAGE TRUST 2020-C6 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of Midland Loan Services, a Division of PNC Bank, National Association
as Special Servicer under that certain Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and
Servicing Agreement”), entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”)
and as special servicer (in such capacity, the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”) and as certificate administrator (in such capacity, the “Certificate
Administrator”), and Pentalpha Surveillance 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, [Name of the
Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge and intent that they 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;



 


		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




 






    Exhibit Z-3-1


     


    

 





			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 Z-3-2


     


    

 


EXHIBIT
Z-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY TRUSTEE


 


BBCMS
MORTGAGE TRUST 2020-C6 (The “Trust”)


 


The
undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of February 1, 2020
(the “Pooling and Servicing Agreement”), entered into by Barclays Commercial Mortgage Securities LLC, as depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”) and as special servicer (in such capacity, the “Special Servicer”), the Trustee, Wells
Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s)
for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][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 they 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:


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit Z-4-1


     


    

EXHIBIT
Z-5



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


BBCMS
MORTGAGE TRUST 2020-C6 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of Pentalpha Surveillance LLC (the “Operating Advisor”)
as Operating Advisor under that certain Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and
Servicing Agreement”), entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”)
and as special servicer (in such capacity, the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”) and as certificate administrator (in such capacity, the “Certificate
Administrator”), and Pentalpha Surveillance 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, [Name of
the Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge and intent that they
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



 


		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 




 






    Exhibit Z-5-1


     


    




			

                                                                                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:


 





	 	PENTALPHA
SURVEILLANCE LLC, as Operating Advisor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 







    Exhibit Z-5-2


     


    

EXHIBIT
Z-6



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CUSTODIAN


 


BBCMS
MORTGAGE TRUST 2020-C6 (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 February 1,
2020 (the “Pooling and Servicing Agreement”), entered into by Barclays Commercial Mortgage Securities LLC,
as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”) and as special servicer (in such capacity, the “Special Servicer”), Wells Fargo Bank,
National Association, as trustee and as certificate administrator (in such capacity, the “Certificate Administrator”),
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, certifies to [Name of Certifying Person(s)
for Sarbanes-Oxley Certification], the Depositor, [Name of the Other Depositor] and [its][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 they 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 Z-6-1


     


    

EXHIBIT
Z-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


BBCMS
MORTGAGE TRUST 2020-C6 (the “Trust”)


 


I,
[identify the certifying individual], a [_______________] of Pentalpha Surveillance LLC (the “Asset Representations Reviewer”)
as Asset Representations Reviewer under that certain Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling
and Servicing Agreement”), entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”)
and as special servicer (in such capacity, the “Special Servicer”), Wells Fargo Bank, National Association,
as trustee (in such capacity, the “Trustee”) and as certificate administrator (in such capacity, the “Certificate
Administrator”), and Pentalpha Surveillance 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,
[Name of the Other Depositor] and [its][their respective] officers, directors and affiliates, and with the knowledge and intent
that they 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 Z-7-1


     


    

 


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	PENTALPHA SURVEILLANCE LLC, as Asset
    Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   




    Exhibit Z-7-2


     


    

EXHIBIT
AA



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 AA 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 AA 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 AA, 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
	Reference	Criteria	 
	 	 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
	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



 





 



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 AA-1


     


    

 


	 	APPLICABLE
    SERVICING CRITERIA	APPLICABLE
    PARTY
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	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
	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



 






    Exhibit AA-2


     


    

 


	 	APPLICABLE
    SERVICING CRITERIA	APPLICABLE
    PARTY
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	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 AA-3


     


    







 





 


 









EXHIBIT
BB


 


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 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 or the Trust Subordinate Companion Loan for which the
Master Servicer or the Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this Series
2020-C6 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
        1: Distribution and Pool Performance Information:

        

        ●     Item
        1121(a)(13) of Regulation AB

        

        ●     Item
1121(a)(14) of Regulation AB
	●     Certificate
        Administrator

        

        ●     Depositor

	Item
        1A: Asset-Level Information

        

        ●     Item
        1111(h) of Regulation AB

        

        ●     Item
        1125 of Regulation AB

        
	●     Master
    Servicer
	Item
        1B: Asset Representations Reviewer and Investor Communication:

        ●     Item
        1121(d) of Regulation AB

        

        ●     Item
1121(e) of Regulation AB
	●     Certificate
        Administrator

        

        ●     Depositor

        

        ●     Asset
Representations Reviewer (with respect to Item 1121(d) of Regulation AB only) 




 




    Exhibit BB-1


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	Item
        2: 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)

        

        ●     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
        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

        
	●     Master
    Servicer



 



    Exhibit BB-2


     


    

	Item
    on Form 10-D	Party
    Responsible
	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 DD, (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 DD.

         ●    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 of the Collection Account as of the related Distribution Date and the preceding
        Distribution Date)

         ●    Special
        Servicer (with respect to the balance of each REO Account as of

        




 




    Exhibit BB-3


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	 	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, the Trust Subordinate
    Companion Loan 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 BB-4


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	(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 DD,
    (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 DD (it being acknowledged that none of the Master Servicer
        or the Special Servicer constitutes a “Party Responsible” under Exhibit DD 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

        




 




    Exhibit BB-5


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	 	Certificate
    Administrator, then the Depositor shall be the responsible party for this Item 10.



 



    Exhibit BB-6


     


    

 


EXHIBIT
CC


 


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 or Trust Subordinate
Companion Loan for which the Master Servicer or the Special Servicer is not the Master Servicer or the Special Servicer, as the
case may be. For this Series 2020-C6 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 DD,

         

        (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 DD.



 




    Exhibit CC-1


     


    


 


	Item
        15: Exhibits, Financial Statement Schedules (SEE BELOW)

        
	SEE
    BELOW
	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
	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

        
	●     Master
    Servicer



 




    Exhibit CC-2


     


    


 


	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”.

         
	 
	Instruction
        J(2)(c) (Significant Enhancement Provider Information):

         

        ●     Items
        1114(b)(2) and 1115(b) of Regulation AB

        
	 

                                                                                                                                                               ●     Depositor

         

	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

         

        




 




    Exhibit CC-3


     


    


 


	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,

         

        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-C6 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

         

        
	●     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 or the Trust Subordinate Companion Loan, if the Prospectus specifically states that the
        applicable Mortgage Loans or the Trust Subordinate Companion Loan 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 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.

        




 




    Exhibit CC-4


     


    


 


	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-C6 transaction or the Mortgage Loans or the Trust Subordinate Companion
        Loan 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 or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         
	●     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.

         

	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”.

         
	●     Depositor

        

        ●     Each
        Mortgage Loan Seller

         




 




    Exhibit CC-5


     


    


 


	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-C6 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 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-C6 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

        
	 



 




    Exhibit CC-6


     


    


 


	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
	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,
        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, the Trust Subordinate
    Companion Loan 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



 




    Exhibit CC-7


     


    


 


	 	(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
	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.



 




    Exhibit CC-8


     


    


 


	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.

         
	 
	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))

                                                                                 
	●     Not
    Applicable	 



 




    Exhibit CC-9


     


    


 


	Rule
                                         13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).

                                                                                 
	 
	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
	Item
        15: Exhibits (no. 99)

         

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

         
	●     Not
    Applicable.



 




    Exhibit CC-10


     


    


 


	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 DD, (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 DD (it being acknowledged that none of the
    Master Servicer or the     Special Servicer constitutes a “Party Responsible” under Exhibit DD 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 CC-11


     


    

 


EXHIBIT
DD


 


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 or the Trust Subordinate Companion Loan for which the Master Servicer or the Special
Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this Series 2020-C6 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 conditions: (a) such amendment or

        




 




    Exhibit DD-1


     


    


 


	 	definitive
        agreement relates to the Trust or one or more Mortgage Loans, the Trust Subordinate Companion Loan 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, the Trust Subordinate
    Companion Loan 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



 




    Exhibit DD-2


     


    


 


	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 of Security Holders

         
	●     Certificate
    Administrator
	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 the 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



 




    Exhibit DD-3


     


    


 


	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 Item 601 of Regulation S-K)

         
	●     Certificate
        Administrator

         

        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

         

	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):

                                                                                 
	●     Not
    Applicable



 




    Exhibit DD-4


     


    

 





	Other
                                         documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation
                                         S-K)

                                                                                 
	 
	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)

         

        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.



s




    Exhibit DD-5


     


    








EXHIBIT
EE



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)

Barclays Commercial Mortgage Securities LLC, Commercial Mortgage Pass-Through Certificates, Series 2020-C6—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 February 1, 2020 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance 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:


 






    Exhibit EE-1


     


    

 





 


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 EE-2


     


    

 


EXHIBIT
FF



INITIAL SUB-SERVICERS


 


		1.	NRC Group, Inc.



 


		2.	Berkadia
                                         Commercial Mortgage LLC



 


		3.	Grandbridge
                                         Real Estate Capital LLC



 


		4.	Northmarq
                                         Capital, LLC



 





 






    Exhibit FF-1


     


    

 


EXHIBIT
GG



SERVICING FUNCTION PARTICIPANTS


 


None.


 


 









    Exhibit GG-1


     


    

 


EXHIBIT
HH



FORM OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


BBCMS
Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6 (the “Trust”)


 


I,
[identifying the certifying individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as
Master Servicer] [Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer] [Wells Fargo Bank,
National Association, as Certificate Administrator] [Wells Fargo Bank, National Association, as Trustee] (the “Certifying
Servicer”), certify to Barclays Commercial Mortgage Securities LLC 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:	 	 



 


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

as Master Servicer]

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

as Special Servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator]

[WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee]


 








	By:	 	 
	 	Name:	 
	 	Title:	 





 





 






    Exhibit HH-1


     


    

 


EXHIBIT
II



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 AA 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 II-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 II-2


     


    

 


EXHIBIT
JJ



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 JJ-1


     


    

 


EXHIBIT
KK



FORM OF NOTICE OF ADDITIONAL

INDEBTEDNESS


 


VIA
E-MAIL:


 


To:
Wells Fargo Bank, National Association, as Certificate Administrator; cts.cmbs.bond.admin@wellsfargo.com and cts.sec.notifications@wellsfargo.com


 


Ref:
BBCMS 2020-C6, Additional Debt Notice for Form 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
	BBCMS
    2020-C6	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	BBCMS
    2020-C6	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	BBCMS
    2020-C6	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 





 






    Exhibit KK-1


     


    

 


EXHIBIT
LL



[RESERVED]








 






    Exhibit LL-1


     


    

EXHIBIT
MM



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) BBCMS 2020-C6—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 February 1, 2020 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance 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 Account 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	 	 


]


 


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: [          ].


 






    Exhibit MM-1


     


    

 








		[NAME
                                         OF PARTY],
 as [role]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:
Depositor


 












    Exhibit MM-2


     


    

 


EXHIBIT
NN



FORM OF NOTICE OF PURCHASE OF

[CONTROLLING CLASS CERTIFICATE] [F5 Tower Controlling class CERTIFICATEHOLDER]


 


[Date]


 


Wells
Fargo Bank, National Association

       as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com

Attention: Corporate Trust Services BBCMS 2020-C6

Email: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


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

Fax Number: (888) 706-3565


 


Pentalpha
Surveillance LLC





375
N. French Road, Suite 100





Amherst,
New York 14228





Attention:
BBCMS 2020-C6 Transaction Manager





with
a copy sent via email to: notices@pentalphasurveillance.com with BBCMS 2020-C6 in the subject line


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement
                                         (the “Pooling and Servicing Agreement”), dated as of February 1, 2020, Barclays
                                         Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of
                                         PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo
                                         Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha
                                         Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer



 


This
letter is delivered to you, pursuant to [Section 3.23(a)][Section 3.35] 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:






	 	 	 




 






    Exhibit NN-1


     


    

 





	 	 	 
	 	 	 
	 	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.


 








		Very
                                         truly yours,
	 	 	 
	 	 	(Transferee)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 












    Exhibit NN-2


     


    

 


EXHIBIT
OO



FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of February 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.	As
                                         described in the detailed scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified in accordance with the Pooling and Servicing
                                         Agreement and our conclusion is that there is [no evidence of a Test failure/evidence
                                         of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure 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 OO-1


     


    

 








		Pentalpha
                                         Surveillance LLC,
                                         

as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit OO-2


     


    




 


Exhibit
A


 


Detailed
Scorecard

[Template Example Below]


 


	Test
        failures

        

	Loan
    #	Loan
    

Name	R&W
    

#	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	44	Cross-Collateralization	[Insert
    Test Description]	[Insert
    Test findings]
	31	Due
    on Sale or Encumbrance	 	 





 






    Exhibit OO-3


     


    

EXHIBIT
PP



FORM OF ASSET REVIEW REPORT SUMMARY1


 


To:
[Addresses of Recipients]


 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6



 


Ladies
and Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of February 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.	As
                                         described in the summary scorecard attached hereto as Exhibit A, we have performed an
                                         Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling
                                         and Servicing Agreement and our conclusion is that there is [no evidence of a Test failure/evidence
                                         of [•] Test failures] with respect to the Delinquent Loans.



 


		2.	A
                                         conclusion by the Asset Representations Reviewer of a Test pass or a Test failure 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 PP-1


     


    

 





		Pentalpha
                                         Surveillance LLC, 

as
                                         Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 









    Exhibit PP-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]	22	Compliance
    with Usury Laws
	32	Single-Purpose
    Entity



 






    Exhibit PP-3


     


    






 





EXHIBIT QQ


 


ASSET REVIEW PROCEDURES


 


Pursuant to the terms and
subject to the conditions set forth in the Pooling and Servicing Agreement (the “PSA”), the Asset Representations
Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect to each representation
and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with the procedures
set forth below (each such procedure, a “Test”); provided, however, the Asset Representations Reviewer may,
but is under no obligation to, modify any Test and/or associated Review Materials described in this Exhibit QQ 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.
Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or, solely with respect to a representation
and warranty, the meaning set forth in the related mortgage loan purchase agreement (the “Mortgage Loan Purchase Agreement”).
For the avoidance of doubt, in connection with the performance of the following Tests:


 


		(A)	With respect to any representation and warranty that includes a knowledge qualifier (e.g.,
to the Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation
or review beyond that set forth in the applicable Test related to such representation and warranty;



 


		(B)	With respect to any representation and warranty that includes the examination of an insurance policy
or Title Policy, the Asset Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the
applicable policy, and will be allowed to rely upon the conclusions of the consultant when making a determination as to whether
there is a Test pass.



 


		(C)	The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion, legal review or legal conclusion;



 


		(D)	Unless otherwise provided in the Test, the “as of” date for the testing of a representation is as of the Closing
Date;



 


		(E)	Unless otherwise provided in the Test, if there is more than one version of the same document with
respect to a particular Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer
in testing is the document that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;



 


		(F)	With respect to each representation and warranty and its related Test(s), the Asset Representations
Reviewer shall take into account any exceptions to such representation and warranty described in the Mortgage Loan Purchase Agreement
with respect to a Mortgage Loan, and a Test pass shall be deemed to have occurred






 




    Exhibit QQ-1


     


    

with respect to such Test if the sole reason for not
satisfying the applicable Test is caused by such exception(s);


 


		(G)	Evidence of a failure of a Test could result from (i) an affirmative determination by the Asset Representations Reviewer that
the Test failed to achieve a Test pass, or (ii) a determination by Asset Representations Reviewer that the documentation included
in the Review Materials (after making such request for any missing documents in the manner provided for in the PSA) is not sufficient
to perform the Test; and



 


		(H)	A determination by the Asset Representations Reviewer of a Test pass or a Test failure 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.



 


The Asset Representations Reviewer will only
be required to perform the Tests described in this Exhibit QQ, and will not be obligated to perform additional procedures
on any Delinquent Loan, even if a different set of procedures or review Materials could produce a different outcome. Notwithstanding
the required Tests, the Asset Representations Reviewer will not be required to review any information other than (1) Review Materials
specified in the related Test and (2) if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under
no obligation to, consider Unsolicited Information relevant to the Tests subject to the terms of the PSA. If the Asset Representations
Reviewer considers Unsolicited Information, the Asset Representations Reviewer shall take into account such Unsolicited Information,
in addition to the Review Materials referred to in the applicable Test(s) procedure when making a determination as to whether there
is a Test pass.


 




    Exhibit QQ-2


     


    




 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	1. Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not a participation interest in a mortgage loan. At the time of the sale, transfer and assignment to the depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller or (with respect to any Non-Serviced Mortgage Loan) to the related Non-Serviced Trustee for the related non-serviced securitization trust), participation (it being understood that a Mortgage Loan that is part of a Whole Loan does not constitute a participation) or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to agreements among noteholders with respect to a Whole Loan), any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing or similar agreement.  The Mortgage Loan Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to the depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.	1a	Review the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the Mortgage Loan Schedule.  If the amounts are the same, then such Mortgage Loan would be considered a Whole Loan. If there is more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it will be a Test pass.	Mortgage; Mortgage Note; Loan agreement related to the Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty; Assignment of Leases; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”); Mortgage Loan Schedule.
	1b	Review 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 (collectively, the “MS Servicer Notices”) for notation of any Mortgage Note or Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee for the non-serviced securitization trust), participation or pledge, or that the Mortgage Loan Seller did not have good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment or similar agreement. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	1c	Review the MS Servicer Notices for notation of any claim or assertion regarding the Mortgage Loan Seller not having the full right and authority to sell, assign and transfer the Mortgage Loan. If such notation is not found, it will be a Test pass.	MS Servicer Notices
	1d	Review the MS Servicer Notices for notation of any claim or assertion regarding the assignment to the depositor not constituting a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan. If such notation is not found, it will be a Test pass.	MS Servicer Notices
	2. Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or	2a	Review the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it contains language that the related Mortgage Note, Mortgage, Assignment of Leases (if a	Mortgagor’s Counsel Opinion




    Exhibit QQ-3


     


    




 


	
         

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	other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law and except that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment premium/yield maintenance charge) may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth above) such limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.	 	separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty 2. If such indication exists, it will be a Test pass.	 
	2b	Review the MS Servicer Notices for notation of any valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee (as defined in the related Mortgage Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	3. Mortgage Provisions. The Mortgage Loan documents for each Mortgage Loan, together with applicable state law, contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.	3	Review the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications. If such indication exists, it will be a Test pass.	Mortgage Loan Documents; Mortgagor’s Counsel Opinion
	4. Hospitality Provisions.  The Mortgage Loan documents for each Mortgage Loan that is secured by a hospitality property operated pursuant	4a	Review the appraisals to determine if any of the properties are specifically identified as hospitality properties.  If so, review the	Appraisal; franchise agreement; Comfort letter or similar




    Exhibit QQ-4


     


    




 


	
         

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	to a franchise agreement includes an executed comfort letter or similar agreement signed by the Mortgagor and franchisor of such property enforceable by the issuing entity against such franchisor, either directly or as an assignee of the originator. The Mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates a security interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate filing office.	 	Mortgage File to determine if there exists a franchise agreement and executed comfort letter or other similar agreement signed by the Mortgagor and franchisor that is enforceable by the issuing entity against such franchisor, either directly or as an assignee of the originator.  If so determined with respect to each part of the Test, it will be a Test pass.	agreement signed by or from such franchisor
	4b	If the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the security agreement for each Mortgaged Property to determine if there are provisions related to creating a security interest in the revenues of such property. Also, review the Mortgage File to determine if there exist filed copies (bearing evidence of filing) or evidence of filing of any related UCC financing statements, related amendments and continuation statements.  If so determined with respect to each part of this Test, it will be a Test pass.	UCC filing; Appraisal; Mortgage File
	5. Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such Mortgage; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the Mortgagor nor the guarantor has been released from its material obligations under the Mortgage Loan.  With respect to each Mortgage Loan, except as contained in a written document included in the Mortgage File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-off Date.	5a	Review the MS Servicer Notices and Mortgage Loan Documents for an indication that the material terms of such documents have been waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such Mortgage, except by written instruments set forth in the related Mortgage File.  If no such indication is found, it will be a Test pass.	Mortgage Loan Documents; MS Servicer Notices
	5b	Review the MS Servicer Notices and Mortgage Loan Documents for an indication that a related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property except by written instruments set forth in the related Mortgage File. If no such indication is found, it will be a Test pass.	MS Servicer Notices; Mortgage Loan Documents
	5c	Review the MS Servicer Notices and Mortgage Loan Documents for notation that neither Mortgagor nor guarantor has been released from its material obligations under the Mortgage Loan except by written instruments set forth in the related Mortgage File. If no such notation is found, it will be a Test pass.	MS Servicer Notices; Mortgage Loan Documents
	5d	Review the MS Servicer Notices and Mortgage Loan Documents for notation of a modification, amendment or waiver that could	MS Servicer Notices; Mortgage Loan Documents




    Exhibit QQ-5


     


    




 


	
         

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	 	 	be reasonably expected to have a material adverse effect on such Mortgage Loan that was consented to by the Mortgage Loan Seller on or after the Cut-off Date. If no such notation is found, it will be a Test pass.	 
	6. Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its affiliate, as applicable.  Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor.  Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to representation and warranty 7 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications.  Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.	6a	Review the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any endorsement or assignment of Mortgage or Assignment of Leases not constituting a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable, subject to the Insolvency Qualifications. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	6b	Review the related Mortgage and the Assignment of Leases for each property for provisions to the effect that the related Mortgage and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such provision is found, it will be a Test pass.	Mortgage; Assignment of Leases
	6c	Review the Title Policy (as defined in representation and warranty 7) to determine if the related Mortgage is a first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property. Compare the amount of the Title Policy to the principal amount of the Mortgage Loan or allocated loan amount to determine whether they are equivalent. If each such determination is made, it will be a Test pass.	Title Policy; Mortgage; Mortgage Loan Schedule
	6d	Review the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If so determined, it will be a Test pass.	Title Policy
	6e	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage	MS Servicer Notices




    Exhibit QQ-6


     


    




 


	
         

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	 	 	Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If such a notation or other indication is not found, it will be a Test pass.	 
	6f	
        Review the MS Servicer Notices for a
        notation or other indication of any claim or assertion that, subject to the rights of tenants, there are rights existing
        which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related
        Mortgage, except for Permitted Encumbrances and those which are bonded over, escrowed for or insured against by the
        applicable Title Policy. If such a notation or other indication is not found, it will be a Test pass.
	MS Servicer Notices
	6g	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not have legal, valid and enforceable first lien on the related Mortgagor's fee (or if identified on the Mortgage Loan Schedule, leasehold), interest in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance or security interest. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	7. Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy or a “marked up” commitment, in each case with escrow instructions and binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first-priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and other	7a	Review the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to determine if the amount of the policy covers the amount of the Mortgage Loan, or for multiple properties, an amount equal to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	7b	Review the Title Policy to determine if the first-priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) is subject only to Permitted Encumbrances, as defined in representation and warranty 7. If so determined, it will be a Test pass.	Title Policy
	7c	Review the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal to the lien of the related Mortgage, other than as	Title Policy




    Exhibit QQ-7


     


    




 


	
         

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	matters of public record specifically identified in the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property; (f) if the related Mortgage Loan constitutes a cross collateralized Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in the same cross collateralized group of Mortgage Loans, and (g) condominium declarations of record and identified in such Title Policy, provided that none of clauses (a) through (g), individually or in the aggregate, materially and adversely interferes with the value or principal use of the Mortgaged Property, the security intended to be provided by such Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”).  For purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon. Except as contemplated by clause (f) of the second preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no claims have been paid thereunder.  Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.  Each Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage.	 	contemplated by item (f) in the definition of Permitted Encumbrances. If not so determined, it will be a Test pass.	 
	7d	Review the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and effect, that all premiums thereon have not been paid or that claims have been made by the Mortgage Loan Seller. If no such notation or other indication is found, it will be a Test pass.	Title Policy; MS Servicer Notices
	7e	Review the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	7f	Review the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage. If so determined, it will be a Test pass.	Title Policy
	8. Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related	8a	Review the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan. If not so determined, it will be a Test pass.	Title Policy




    Exhibit QQ-8


     


    




 


	
         

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	Mortgaged Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens (which are the subject of representation and warranty 6 above), and equipment and other personal property financing. The Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the Mortgagor other than as set forth on Exhibit C-32-1 to the applicable Mortgage Loan Purchase Agreement.	8b	Review the Title Policy to determine if, as of the Cut-off Date, there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens and equipment and other personal property financing. If so determined, it will be a Test pass.	Title Policy
	8c	Review the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of any mezzanine debt secured directly by interests in the Mortgagor other than those set forth on Exhibit C-32-1 to the applicable Mortgage Loan Purchase Agreement. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	9. Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage).  Subject to the Permitted Encumbrances and Title Exceptions (and, in the case of a Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of Leases constituting security for the entire Whole Loan), each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications.  The related Mortgage or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee.	9a	Review the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage File; Assignment of Leases
	9b	Review the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. If so determined with respect to each part of this Test, it will be a Test pass.	Title Policy; Mortgage; Assignment of Leases
	9c	Review the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the related Mortgage, or related Assignment of Leases, subject to applicable law and the Standard Qualifications, provides that upon an event of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.	Assignment of Leases; Mortgage




    Exhibit QQ-9


     


    




 


	
         

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	10. Financing Statements. Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes a valid security interest in, and a UCC-1 financing statement has been filed and/or recorded (or, in the case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary at the time of the origination of the Mortgage Loan (or, if not filed and/or recorded, has submitted or caused to be submitted in proper form for filing and/or recording) to perfect a valid security interest in, the personal property (creation and perfection of which is governed by the UCC) owned by the Mortgagor and necessary to operate such Mortgaged Property in its current use other than (1) non-material personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased equipment.  Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which such financing statement was filed.  Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.	10a	Review the MS Servicer Notices for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	10b	Review the MS Servicer Notices for notation or other indication that the UCC-1, UCC-2 and UCC-3 statements were not in suitable form for filing. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	
        11. Condition of Property. The Mortgage
        Loan Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six
        months of origination of the Mortgage Loan and within twelve months of the Cut-off Date.

         

        An engineering report or property condition assessment
        was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To
        the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination
        of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage
        (other than (i) deferred maintenance for which escrows were established at origination and (ii) any damage fully covered by insurance)
        that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.
	11a	Review the engineering report or property condition assessment in the Mortgage File to determine if it is dated within six months of the origination date, and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.	Engineering report; Property condition assessment
	11b	Review the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than twelve months prior to the Cut-off Date.  Review the engineering report to confirm that each related Mortgaged Property is free of material damage. If so determined with respect to each part of the Test, it will be a Test pass.	Engineering report; Property condition assessment
	11c	Review the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse effect on the value or use of the Mortgaged Property other than those disclosed in the most recently dated engineering report or	MS Servicer Notices




    Exhibit QQ-10


     


    




 


	
         

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	 	 	Servicing File and those addressed in sub-clauses (i) and (ii) of representation and warranty 11. If such a notation or other indication is not found, it will be a Test pass.	 
	12. Taxes and Assessments. As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon.  For purposes of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.	12	Review the MS Servicer Notices for a notation or  other indication that all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgage Property that became due and owing prior to the Cut-off Date with respect to the Mortgaged Property have not been paid, or if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges were not covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	13. Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.	13	Review the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial condemnation of such Mortgaged Property as of the Cut-off date, or for a notation or other indication that the Mortgage Loan Seller had knowledge as of the Cut-off of any such proceeding that would have a material adverse effect on the value, use or operation of the Mortgaged Property. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	14. Actions Concerning Mortgage Loan. To the Mortgage Loan Seller’s knowledge, based on evaluation of the Title Policy (as defined in representation and warranty 7), an engineering report or property condition assessment as described in representation and warranty 11, applicable local law compliance materials as described in representation and warranty 25, and the ESA (as defined in representation and warranty 41), as of origination there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s	14a	Review the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor's interest in the Mortgaged Property that existed on the origination date. If such an indication is not found, it will be a Test pass.	Mortgage Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices
	14b	Review the MS Servicer Notices to determine if an adverse outcome of any such pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would reasonably be expected to adversely affect the matters set forth in	MS Servicer Notices




    Exhibit QQ-11


     


    




 


	
         

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        Review Materials

	ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan documents, (f) the current ability of the Mortgaged Property to generate net cash flow sufficient to service such Mortgage Loan, or (g) the current principal use of the Mortgaged Property.	 	clauses (a)-(g) of representation and warranty 14. If any such adverse outcome would not reasonably be expected to adversely affect the matters set forth in clauses (a)-(g) of representation and warranty 14, it will be a Test pass.	 
	15. Escrow Deposits. All escrow deposits and escrow payments currently required to be escrowed with the Mortgagee pursuant to each Mortgage Loan (including capital improvements and environmental remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no delinquencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to the depositor or its servicer (or, in the case of a Non-Serviced Mortgage Loan, to the related depositor under the Non-Serviced PSA or Non-Serviced Master Servicer for the related non-serviced securitization trust).	15a	Review the MS Servicer Notices for a notation or other indication of any escrow deposits and escrow payments required to be escrowed with the Mortgagee pursuant to each Mortgage Loan not in the servicer’s possession or control. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	15b	Review the Diligence File and the MS Servicer Notices to determine if all escrows and deposits required pursuant to the Mortgage Loan have been conveyed by the Mortgage Loan Seller to the depositor or its servicer (or, in the case of a Non-Serviced Mortgage Loan, to the related depositor under the Non-Serviced PSA or Non-Serviced Master Servicer for the related non-serviced securitization trust). If so determined, it will be a Test pass.	Diligence File; MS Servicer Notices
	16. No Holdbacks. The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback).	16a	Review the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal amount of the Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage Loan Schedule; Loan Agreement; Mortgage Note; and Origination settlement statement
	16b	Review the Mortgage Loan Documents to determine if there is no requirement for future advances by the Mortgagee (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback). If so determined, it will be a Test pass.	Mortgage Loan Documents
	17. Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents and having a claims-paying or	17a	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk form” that	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)




    Exhibit QQ-12


     


    




 


	
         

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        financial strength rating meeting the Insurance Rating
        Requirements (as defined below), in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal
        balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings,
        fixtures and equipment owned by the Mortgagor included in the Mortgaged Property (with no deduction for physical depreciation),
        but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of
        any coinsurance provisions with respect to the related Mortgaged Property.

         

        “Insurance Ratings Requirements”
        means either (1) a claims paying or financial strength rating of at least “A-:VIII” from A.M. Best Company or “A3”
        (or the equivalent) from Moody’s Investors Service, Inc. or “A-” from S&P Global Ratings or (2) the Syndicate
        Insurance Ratings Requirements. “Syndicate Insurance Ratings Requirements” means insurance provided by a syndicate
        of insurers, as to which (i) if such syndicate consists of 5 or more members, at least 60% of the coverage is provided by insurers
        that meet the Insurance Ratings Requirements (under clause (1) of the definition of such term) and up to 40% of the coverage is
        provided by insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P Global Ratings,
        and (ii) if such syndicate consists of 4 or fewer members, at least 75% of the coverage is provided by insurers that meet the Insurance
        Ratings Requirements (under clause (1) of the definition of such term) and up to 25% of the coverage is provided by insurers that
        have a claims paying or financial strength rating of at least “BBB-” by S&P Global Ratings.

         

        Each related Mortgaged Property is also covered,
        and required to be covered pursuant to the related Mortgage Loan documents, by business interruption or rental loss insurance which
        (subject to a customary deductible) covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single
        asset with a principal balance of $50 million or more, 18 months).

         

        If any material part of the improvements, exclusive
        of a parking lot, located on a Mortgaged Property is in an area identified in the Federal
	 	includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan Documents and the Insurance Rating Requirements, in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of any Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.	 
	17b	Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17a above. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	17c	Review the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to a Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months). If such provisions are found, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17d	Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17c above. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	17e	Review the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having “special flood hazards.” If so determined, review the Insurance Summary to determine whether the Mortgagor maintains insurance in an amount equal to the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by prudent institutional	Insurance Summary Report




    Exhibit QQ-13


     


    




 


	
         

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        Register by the Federal Emergency Management Agency as
        having special flood hazards, the related Mortgagor is required to maintain insurance in an amount equal to the maximum amount
        available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required
        by prudent institutional commercial mortgage lenders originating mortgage loans for securitization.

         

        If the Mortgaged Property is located within 25 miles
        of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Mortgagor
        is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an insurer
        meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or
        named storms, in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full
        insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor
        and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount
        necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to
        the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.

         

        The Mortgaged Property is covered, and required to be
        covered pursuant to the related Mortgage Loan documents, by a commercial general liability insurance policy issued by an insurer
        meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including
        bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for similar commercial and multifamily
        loans intended for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate.

         

        An architectural or engineering consultant has performed
        an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the seismic condition of such
        property, for the sole purpose of assessing the probable maximum loss or scenario expected loss (“PML”)
	 	commercial mortgage lenders originating mortgage loans for securitization. If so determined, it will be a Test pass.	 
	17f	If the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, review the Insurance Summary Report to determine if the property is covered for windstorm and/or windstorm related perils and/or “named storms” by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements. If so determined with respect to each part of this Test, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance); Diligence File
	17g	Review the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If so determined, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance); Mortgage Loan Documents
	17h	Review the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review the seismic engineering study to determine if it has been	Property condition assessment; Seismic engineering study




    Exhibit QQ-14


     


    




 


	
         

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        for the Mortgaged Property in the event of an earthquake.
        In such instance, the PML was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance.
        If the resulting report concluded that the PML would exceed 20% of the amount of the replacement costs of the improvements, earthquake
        insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M. Best Company or “A3”
        (or the equivalent) from Moody’s Investors Service, Inc., or “A-” by S&P Global Ratings in an amount not
        less than 100% of the PML.

         

        The Mortgage Loan documents require insurance proceeds
        (or an amount equal to such insurance proceeds) in respect of a property loss to be applied either (a) to the repair or restoration
        of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal
        amount of the related Mortgage Loan, the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds
        as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together
        with any accrued interest thereon.

         

        All premiums on all insurance policies referred
        to in this section that are required by the Mortgage Loan documents to be paid as of the Cut-off Date have been paid, and such
        insurance policies name the Mortgagee under the Mortgage Loan and its successors and assigns as a loss payee under a mortgagee
        endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. Such insurance policies
        will inure to the benefit of the trustee (or, in the case of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Trustee).
        Each related Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure
        to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor
        for related premiums. All such insurance policies (other than commercial liability policies) require at least 10 days’ prior
        notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior
        notice to the Mortgagee of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable
        law) arising for any
	 	performed by an architectural or engineering consultant for the sole purpose of assessing the PML for the Mortgaged Property in the event of an earthquake and based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If so determined, it will be a Test pass.	 
	17i	Review the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of the replacement costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained. If so determined, determine if the insurer is meeting the Insurance Rating Requirements (as defined in representation and warranty 17). The insurance amount should be not less than 100% of the PML. If so determined with respect to each part of the Test, it will be a Test pass.	Seismic engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17j	Review the Mortgage Loan Documents for provisions requiring that insurance proceeds (or an amount equal to such insurance proceeds) in respect of a property loss be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the Mortgage Loan, the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any accrued interest thereon. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	17k	Review the MS Servicer Notices for a notation or other indication that insurance premiums are current as of the Cut-off Date. If such a notation or other indication is found, it will be a Test pass.	MS Servicer Notices
	17l	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance policies name the Mortgagee under any Mortgage Loan and its successors and assigns as a loss payee under a mortgagee	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)




    Exhibit QQ-15


     


    




 


	
         

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	reason other than non-payment of a premium and no such notice has been received by the Mortgage Loan Seller.	 	endorsement clause or, in the case of the general liability insurance policy, as named or additional insured. If so determined, it will be a Test pass.	 
	17m	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance will inure to the benefit of the trustee (or, in the case of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Trustee). If so determined, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17n	Review the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.	Mortgage Loan Documents
	17o	Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium.  If so determined, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17p	Review the MS Servicer Notices for a notation or other indication that any notice described in Test 17o may have been received by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	18. Access; Utilities; Separate Tax Parcels. Based solely on evaluation of the Title Policy (as defined in representation and warranty 7) and survey, if any, an engineering report or property condition assessment as described in representation and warranty 11, applicable local law compliance materials as described in representation and warranty 25, and the ESA (as defined in representation and warranty 41), each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such	18a	Review the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to such road, or has permanent access easement or right of way permitting ingress and egress to/from a public road. If so determined, it will be a Test pass.	Zoning report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA




    Exhibit QQ-16


     


    




 


	
         

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	road, or has permanent access from a recorded easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.	18b	Review the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property. If so determined, it will be a Test pass.	Zoning report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	18c	Review the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels, in which case any Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created. If so determined, it will be a Test pass.	Title Policy; Survey; Mortgage Loan Documents
	19. No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the Title Policy obtained in connection with the origination of each Mortgage Loan, and except for encroachments that do not materially and adversely affect the current marketability or principal use of the Mortgaged Property: (a) all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured against by the applicable Title Policy; (b) no material improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that are insured against by the applicable Title Policy; and (c) no material improvements encroach upon any easements except for encroachments that are insured against by the applicable Title Policy.	19a	Review the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the appraised value of the Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured by applicable Title Policy. If so determined, it will be a Test pass.	Survey; Title Policy; Appraisal
	19b	Review the survey and Title Policy to determine if there exist material improvements on adjoining parcels that encroach onto the Mortgaged Property which are not insured by applicable Title Policy. If not so determined, it will be a Test pass.	Survey; Title Policy
	19c	Review the survey and Title Policy to determine if there exist material improvements that encroach upon any easements except for encroachments that are insured against by the applicable Title Policy. If not so determined, it will be a Test pass.	Survey; Title Policy
	20. No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for	20	Review the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature or a negative amortization feature (except that an ARD Loan may	Mortgage Loan Documents




    Exhibit QQ-17


     


    




 


	
         

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	the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.	 	provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller. If no such feature is found with respect to each part of this Test, it will be a Test pass.	 
	21. REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including permanently affixed buildings and distinct structural components such as wiring, plumbing systems and central heating and air conditioning systems, that are integrated into such buildings, serve such buildings in their passive functions and do not produce or contribute to the production of income other than consideration for the use or occupancy of space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).  If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii),	21a	Review the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed the non-contingent principal amount of the Mortgage Loan. If so determined, it will be a Test pass.	Origination settlement statement; Mortgage Loan
	21b	Review the most recent appraisal and Mortgage Loan Documents to determine if  (a) the Mortgage Loan is secured by an interest in real property (including permanently affixed buildings and distinct structural components, such as wiring, plumbing systems and central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive functions and do not produce or contribute to the production of income other than consideration for the use or occupancy of space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the initial principal amount of any Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to such Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such Mortgage Loan or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.	Appraisal; Mortgage Loan Documents
	21c	Review the MS Servicer Notices for an indication or other notation that the Mortgage Loan was modified prior to the	MS Servicer Notices




    Exhibit QQ-18


     


    




 


	
         

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	including the proviso thereto. Any prepayment premiums and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2).  All terms used in this representation and warranty shall have the same meanings as set forth in the related Treasury Regulations.	 	Closing Date, and if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(i) in the first sentence of representation and warranty 21 (substituting the date of the last such modification for the date any Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation and warranty 21, including the proviso thereto. If there were any such modifications, and such a notation or other indication is found, it will be a Test pass.	 
	21d	Review the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the Prepayment Premiums and Yield Maintenance Charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	22. Compliance with Usury Laws. The mortgage rate (exclusive of any default interest, late charges, yield maintenance charge or prepayment premium) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.	22a	Review the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	22b	Review the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements pertaining to the origination of any Mortgage Loan, including but not limited to, usury and any and all other material requirements of any federal, state or local law have not been complied with. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	22c	Review the Mortgage Loan Documents to determine if they provide that the Mortgage Loan complied with usury laws. If so determined, it will be a Test pass.	Mortgage Loan Documents
	23. Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not	23	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the date that the Mortgage Loan Seller or any prior Mortgagee held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact or do business in the jurisdiction in which each related Mortgaged Property is located. If such a notation or other	MS Servicer Notices




    Exhibit QQ-19


     


    




 


	
         

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	materially and adversely affect the enforceability of such Mortgage Loan by the Trust.	 	indication is found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of such Mortgage Loan by the Trust. If so determined, it will be a Test pass.	 
	24. Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.	24	Review the Mortgage Loan Documents to determine if a trustee is appointed. If so determined, it will be a Test pass.	Mortgage Loan Documents
	25. Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use, operation or value of such Mortgaged Property.  In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by the Mortgage Loan Seller for similar commercial and multifamily loans intended for securitization, (c) title insurance policy coverage has been obtained with respect to any non-conforming use or structure, or (d) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property. The Mortgage Loan documents require the related Mortgagor to be qualified to	25a	Review the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization to determine if the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable Zoning Regulations governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure. If so determined, it will be a Test pass.	Zoning report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement to the related Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization
	25b	Review the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization to determine if any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use or operation of such Mortgaged Property. If so determined, review the Insurance Summary Report to determine if title insurance policy was obtained prior to the Closing Date with respect to any non-conforming use or structure. If so determined, it will be a Test pass.	Zoning report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement to the related Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; Insurance Summary Report




    Exhibit QQ-20


     


    




 


	
         

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	do business in the jurisdiction in which the related Mortgaged Property is located.	25c	Review the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or destruction, the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	25d	If the zoning report, a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, a survey or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization indicates that all or any part of the Mortgaged Property do not comply with zoning laws, review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if law and ordinance coverage was obtained prior to the Closing Date that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations. If not so determined, review the Title Policy to determine if it insures over such nonconformity. If so determined, it will be a Test pass.	Zoning report; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance); Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement to the related Title Policy; Survey; Other affirmative investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization
	25e	Review the Mortgage Loan Documents for provisions that require the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	26. Licenses and Permits. Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises and applicable governmental approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises and applicable governmental approvals does	26a	Review the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect. If so determined, it will be a Test pass.	Mortgage Loan Documents
	26b	Review the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that (a) the Mortgage Loan Seller had knowledge that any licenses, permits, franchises and applicable governmental approvals necessary for the operation of the Mortgaged Property are not in effect, and (b) the failure to obtain or maintain such material licenses, permits, franchises and applicable governmental approvals necessary	Mortgage Loan Documents; MS Servicer Notices




    Exhibit QQ-21


     


    




 


	
         

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	not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder of the related Mortgage Loan.  The Mortgage Loan documents require the related Mortgagor to comply in all material respects with all applicable regulations, zoning and building laws.	 	could materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder or the related Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	 
	26c	Review the Mortgage Loan Documents for provisions requiring the related Mortgagor and the Mortgaged Property to comply in all material respects with all applicable regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	27. Recourse Obligations. The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events (or negotiated provisions of substantially similar effect): (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) the Mortgagor or guarantor shall have solicited or caused to be solicited petitioning creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property or controlling equity interests in the Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages resulting from the following (or negotiated provisions of substantially similar effect):  (i) the Mortgagor’s misappropriation of rents after an event of default, security deposits, insurance proceeds, or condemnation awards; (ii) the Mortgagor’s fraud or intentional material misrepresentation; (iii) breaches of the environmental covenants in the Mortgage Loan documents; or (iv) the Mortgagor’s commission of intentional material physical waste at the Mortgaged Property (but, in	27a	Review the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be Affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis) in connection with the events or circumstances set forth in clauses (a)(i) through (a)(iii) of representation and warranty 27. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	27b	Review the Mortgage Loan Documents to determine if there exist provisions permitting recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be Affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages resulting from the events or circumstances set forth in clauses (b)(i) through (b)(iv) of representation and warranty 27. If so determined, it will be a Test pass.	Mortgage Loan Documents




    Exhibit QQ-22


     


    




 


	
         

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	some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).	 	 	 
	28. Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial defeasance (as described in representation and warranty 33) of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged Property and (ii) the outstanding principal balance of the Mortgage Loan, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (defined in representation and warranty 33 below), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x).  For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.	28a	Review the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release, the only conditions under which a property may be released during the life of the Mortgage Loan are as set forth in clauses (a) through (e) of the first sentence of representation and warranty 28. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	28b	Review the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d) of the first sentence of representation and warranty 28 either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	28c	Review the Loan Documents for provisions stating that in the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than	Mortgage Loan Documents




    Exhibit QQ-23


     


    




 


	
         

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	In the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans). 

                                                                                 

                                                                                No such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions.
	 	the amount required by the REMIC Provisions and, to such extent, the award from any such taking may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans). If such provisions are found, it will be a Test pass.	 
	28d	Review the Mortgage Loan Documents for provisions stating that no such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	29. Financial Reporting and Rent Rolls. Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the Mortgage Loan with (a) quarterly (other than for single-tenant properties) and annual operating statements, (b) quarterly (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential cooperative properties) for properties that have any individual lease which accounts for more than 5% of the in-place base rent, and (c) annual financial statements.	29a	Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan with quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	29b	Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan with quarterly (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential cooperative properties) for properties that have any individual ease which accounts for more than 5% of the in-place base rent and annual financial statements.  If such provisions are found, it will be a Test pass.	Mortgage Loan Documents




    Exhibit QQ-24


     


    




 


	
         

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	30. Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, as of origination the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIPRA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIPRA, or damages related thereto, except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Schedule C to the applicable Mortgage Loan Purchase Agreement; provided, that if TRIPRA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at the time of the origination of the Mortgage Loan, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.	30a	Review the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property.  If such an indication is found, it will be a Test pass.	Mortgage Loan Documents; Insurance coverage review document
	30b	Review the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIPRA (as defined in representation and warranty 30), or damages related thereto, except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Schedule C to the applicable Mortgage Loan Purchase Agreement, provided, that if TRIPRA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at the time of the origination of the Mortgage Loan, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. If such provisions are not found, it will be a Test pass.	Mortgage Loan Documents
	31. Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the	31a	Review the Mortgage Loan Documents for “due-on-sale” or other such provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation	Mortgage Loan Documents




    Exhibit QQ-25


     


    




 


	
         

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	Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to the Mortgage Loan Seller, including, but not limited to, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than, or other than, a controlling interest in a Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) transfers of common stock in publicly traded companies or (vi) a substitution or release of collateral within the parameters of representation and warranties 28 and 33 herein, or (vii) by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Exhibit C-32-1 to the applicable Mortgage Loan Purchase Agreement, or future permitted mezzanine debt as set forth on Exhibit C-32-2 to the applicable Mortgage Loan Purchase Agreement, or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan as set forth on Exhibit C-32-3 to the applicable Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances. The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.	 	and warranty 31. If such provisions are found, it will be a Test pass.	 
	31b	Review the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents




    Exhibit QQ-26


     


    




 


	
         

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	32. Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding.  Each Mortgage Loan with a Cut-off Date Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.	32a	Review the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation and warranty 32) for at least as long as any Mortgage Loan is outstanding. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	32b	Review the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance in excess of $10 million, review the related Mortgage Loan Documents and the Mortgagor’s organizational documents for provisions that require the Mortgagor to be a Single-Purpose Entity. If the provisions exist, it will be a Test pass.	Mortgage Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents
	32c	Review the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance in excess of $30 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the Mortgagor. If such an opinion is found, it will be a Test pass.	Mortgage Loan Schedule; Mortgagor’s Counsel Opinion
	33. Defeasance. With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment premium) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a yield	33	Review the Mortgage Loan Documents for provisions allowing the Mortgage Loan to be defeased, and if so, whether such Mortgage Loan Documents contain the provisions described in clauses (i) through (viii) of representation and warranty 33. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents




    Exhibit QQ-27


     


    




 


	
         

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	maintenance charge or prepayment premium), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to the lesser of (A) 110% of the allocated loan amount for the real property to be released and (B) the outstanding principal balance of the Mortgage Loan; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (vi) the defeased note and the defeasance collateral are required to be assumed by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Trustee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.	 	 	 
	34. Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed.	34	Review the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed. If such an indication is found, it will be a Test pass.	Mortgage Loan Documents
	
        35. Ground Leases. For purposes of these representations
        and warranties, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee
        owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements,
        if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building
        and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner.

         

        With respect to any Mortgage Loan where the Mortgage
        Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s
        fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received
        from the ground lessor in favor of
	35a	Review the appraisal to determine if the Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 35), in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to Tests 35b through 35r.	Appraisal; Title Policy; Mortgage Loan Documents
	35b	Review the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted for recordation. If such indication is found, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	35c	Review the Ground Lease and Related Documents for an indication that the interest of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the	Ground Lease and Related Documents




    Exhibit QQ-28


     


    




 


	
         

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        Mortgage Loan Seller, its successors and assigns (collectively,
        the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:

         

        (A)       The
        Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is
        acceptable for recording in the applicable jurisdiction. The Ground Lease and Related Documents permit the interest of the lessee
        to be encumbered by the related Mortgage and do not restrict the use of the related Mortgaged Property by such lessee, its successors
        or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change
        in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except by any written instruments which
        are included in the related Mortgage File;

         

        (B)       The
        lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease and Related
        Documents) that the Ground Lease may not be amended, modified, canceled or terminated by agreement of lessor and lessee without
        the prior written consent of the Mortgagee;

         

        (C)       The
        Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances,
        may be exercised, and will be enforceable, by either the Mortgagor or the Mortgagee) that extends not less than 20 years beyond
        the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by
        the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

         

        (D)       The
        Ground Lease either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with,
        the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or
        (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the Mortgagee on
        the lessor’s fee interest is subject;
	 	Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the Mortgage. If such indication is found, it will be a Test pass.	 
	35d	Review the MS Servicer Notices for notation that, as of the Closing Date, there was a material change in the terms of the Ground Lease since the origination of the Mortgage Loan. If no such notation is found, it will be a Test pass. If such notation is found, review the Mortgage File for a modification agreement or other such instrument is in the Mortgage File. If the modification agreement or instrument is in the Mortgage File, it will be a Test pass.	MS Servicer Notices; Mortgage File
	35e	Review the Ground Lease and Related Documents for a provision that the Ground Lease may not be amended, modified, canceled or terminated without the prior written consent of the Mortgagee and that any such action without such consent is not binding on the Mortgagee. If such a provision is found, it will be a Test pass.	Ground Lease and Related Documents
	35f	Review the Ground Lease and Related Documents for an indication that it has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or ten years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If such an indication is found, it will be a Test pass.	Ground Lease and Related Documents
	35g	Review the Title Policy for an indication that the Ground Lease is either (i) is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions, or (ii) is the subject of a subordination, non-disturbance or attornment agreement or similar agreement to which the Mortgagee on the lessor’s fee interest is subject. If either indication is found, it will be a Test pass.	Title Policy; SNDA
	35h	Review the Ground Lease and Related Documents for an indication that the Ground Lease does not place commercially	Ground Lease and Related Documents




    Exhibit QQ-29


     


    




 


	
         

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        (E)       Subject
        to the notice requirements of the Ground Lease and Related Documents, the Ground Lease does not place commercially unreasonable
        restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors
        and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required
        in accordance with the Ground Lease or, if such consent is required it either has been obtained or cannot be unreasonably withheld,
        provided that such Ground Lease has not been terminated and all amounts due thereunder have been paid), and in the event it is
        so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of
        the lessor (provided that proper notice is delivered to the extent required in accordance with the Ground Lease or, if such
        consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been
        terminated and all amounts due thereunder have been paid);

         

        (F)       The
        Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease.
        To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but
        for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the
        Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;

         

        (G)       The Ground
        Lease and Related Documents require the lessor to give to the Mortgagee written notice of any default, provided that no notice
        of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;

         

        (H)       A Mortgagee
        is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee
        under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s
        receipt of notice of any default before the lessor may terminate the Ground Lease;
	 	unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated an all amounts due thereunder have been paid). If such indication is found, it will be a Test pass.	 
	35i	Review the Ground Lease and Related Documents for an indication that in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor (provided that proper notice is delivered to the extent required in accordance with the Ground Lease or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated an all amounts due thereunder have been paid). If such indication is found, it will be a Test pass.	Ground Lease and Related Documents
	35j	Review the MS Servicer Notices for notation that the Mortgage Loan Seller has received any written notice of material default under or notice of termination of such Ground Lease. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	35k	Review the MS Servicer Notices for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under such Ground Lease or condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	35l	Review the MS Servicer Notices for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in full force and effect as of the Closing Date. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	35m	Review the Ground Lease and Related Documents for provisions that the lessor is required to give to the Mortgagee written notice of any default, provided that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee. If such provisions are found, it will be a Test pass.	Ground Lease and Related Documents




    Exhibit QQ-30


     


    




 


	
         

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        (I)       The Ground
        Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller
        in connection with the origination of similar commercial or multifamily loans intended for securitization;

         

        (J)       Under
        the terms of the Ground Lease and Related Documents, any related insurance proceeds or the portion of the condemnation award allocable
        to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart
        (k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such
        proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed
        by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding
        principal balance of the Mortgage Loan, together with any accrued interest;

         

        (K)       In
        the case of a total or substantially total taking or loss, under the terms of the Ground Lease and Related Documents, any related
        insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially
        total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment
        of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

         

        (L)       Provided
        that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease
        with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy
        proceeding.
	35n	Review the Ground Lease and Related Documents for provisions that the Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.	Ground Lease and Related Documents
	35o	Review the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with the origination of similar commercial or multifamily loans intended for securitization. If no such provisions are found, it will be a Test pass.	Ground Lease
	35p	Review the Ground Lease and Related Documents and the Mortgage Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart (34k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test pass.	Ground Lease and Related Documents; Mortgage Loan Documents
	35q	Review the Ground Lease and Related Documents and the Mortgage Loan Documents for an indication that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together	Ground Lease and Related Documents; Mortgage Loan Documents




    Exhibit QQ-31


     


    




 


	
         

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	 	 	with any accrued interest. If such an indication is found, it will be a Test pass.	 
	35r	Review the Ground Lease and Related Documents for provisions that, provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	Ground Lease and Related Documents
	36. Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan have been, in all respects legal and have met with customary industry standards for servicing of commercial loans for conduit loan programs.	36	Review the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan was not in all material respects legal, or in accordance with customary industry standards for servicing of commercial loans for conduit loan programs. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	37. Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit C to the applicable Mortgage Loan Purchase Agreement.	37	Review the MS Servicer Notices for notation to the effect that the origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have not been, in all material respects, legal and as of the date of its origination, such Mortgage Loan, or the origination thereof did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that representation and warranty 37 does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit C to the applicable Mortgage Loan Purchase Agreement. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	38. No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments.  To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related	38a	Review the MS Servicer Notices for notation that (i) the Mortgage Loan has been more than 30 days delinquent, giving effect to any grace or cure period, in making required payments in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), or (ii) the Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.	MS Servicer Notices




    Exhibit QQ-32


     


    




 


	
         

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	Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property; provided, however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in Exhibit C to the applicable Mortgage Loan Purchase Agreement.  No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.	38b	Review the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of (a) a material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) an event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	39. Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.	39	Review the Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication that the Mortgaged Property (other than any tenants of such Mortgaged Property), or any portion thereof, was the subject of, or a Mortgagor, guarantor or tenant occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no such indication or notation is found, it will be a Test pass.	Lexis/Nexis (or comparable) search; MS Servicer Notices
	40. Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan, the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico.  Except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan and other than as set forth on Exhibit C-32-4 to the related Mortgage Loan Purchase Agreement, no Mortgage Loan has a Mortgagor that is an Affiliate of a Mortgagor with respect to another Mortgage Loan. An “Affiliate” for purposes of this representation and warranty 40 means, a Mortgagor that is under direct or indirect common ownership and control with another Mortgagor.	40a	Review the Diligence File to determine if it includes certified copies of the organizational documents of the Mortgagor indicating that the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. If such indication is found, it will be a Test pass.	Diligence File
	40b	Review the Diligence File for an indication that, except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan and other than as set forth on Exhibit C-32-4 to the related Mortgage Loan Purchase Agreement, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another Mortgage Loan. If such an indication is found, it will be a Test pass.	Diligence File
	41. Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II	41a	Review the Diligence File to determine if an ESA (as defined in representation and warranty 41) is included. If so, review the ESA for an indication that it was conducted within 12 months	Diligence File; ESA




    Exhibit QQ-33


     


    




 


	
         

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        Review Materials

	environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s Investor Services, Inc., S&P Global Ratings, Fitch Ratings, Inc. and/or A.M. Best Company; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage Loan Seller’s knowledge, except as set forth in the ESA,	 	prior to the origination date of the Mortgage Loan. If such an indication is found, it will be a Test pass.	 
	41b	Review the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation. If no such indication is found, it will be a Test pass.	ESA
	41c	Review the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation. If such an indication is found, the following test procedures (subparts 41c-1 through 41c-6) will be performed. If any of the subparts indications are found, it will be a Test pass.	ESA; Escrow Statements; Loan Documents; Diligence File
	 	1.    Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental condition has been escrowed by the Mortgagor and is held by the related Mortgagee.	Escrow statements
	 	2.  Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, and if so, a review of the Loan Documents indicates that an operations or maintenance plan has been required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.	ESA
	 	3.  Review the Diligence File for an indication that any Environmental Condition identified in the ESA was remediated or abated in all material respects prior to the Cut-off Date, as evidenced by a no further action or closure letter that was obtained from the applicable governmental regulatory authority, or a reputable environmental consultant has concluded that no further action is required.	Diligence File
	 	4.  Review the insurance coverage review documents for an indication that an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the identified circumstance or condition was obtained from an	Insurance coverage review documents




    Exhibit QQ-34


     


    




 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.	 	insurer rated no less than A- (or the equivalent) by Moody’s Investor Services, Inc., S&P Global Ratings, Fitch Ratings, Inc. and/or A.M. Best Company.	 
	 	5.  Review the Diligence File for an indication that a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources considered by the Mortgage Loan Seller to be adequate to address the situation.	Diligence File
	 	6. Review the Diligence File for an indication that a party related to the Mortgagor having financial resources estimated by the Mortgage Loan Seller to be adequate to address the situation is required to take action.	Diligence File
	41d	Review the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of any environmental condition at the Mortgaged Property other than any set forth in the ESA. If no such notation is found, it will be a Test pass.	MS Servicer Notices; ESA
	42. Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date.  The appraisal is signed by an appraiser that (i) is a Member of the Appraisal Institute, and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan.  Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. Each appraisal contains a statement or is accomplished by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirement of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated.	42a	Review the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination date and within 12 month of the Cut-off Date. If so determined, it will be a Test pass.	Appraisal
	42b	Review the appraisal to determine if it includes an appraiser's certification or supplemental letter that indicates that the appraiser had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged Property. If so determined, it will be a Test pass.	Appraisal
	42c	Review the appraisal to determine if it signed by an appraiser that is a Member of the Appraisal Institute, that the Mortgage Loan Seller had knowledge that the signing appraiser had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and that the appraiser's compensation is not affected by the approval or disapproval of the Mortgage Loan. If so determined, it will be a Test pass.	Appraisal
	42d	Review the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. If so determined, it will be a Test pass.	Appraisal




    Exhibit QQ-35


     


    




 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	42e	Review the appraisal or a letter from the appraiser for a statement that the appraisal was performed in accordance with the requirement of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated. If so determined, it will be a Test pass.	Appraisal
	43. Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.	43a	Review the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement and compare it to the corresponding information in (i) Annex A to the final prospectus (ii) Mortgage Loan Documents, (iii) Pooling and Servicing Agreement, and (iv) asset summary report to determine if there are discrepancies between the documents.  If there are no such discrepancies, it will be a Test pass.	Mortgage Loan Schedule; Annex A to final prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report
	43b	Compare the information in the Mortgage Loan Schedule to the requirements of the Pooling and Servicing Agreement to determine if they match. If there are no discrepancies, it will be a Test pass.	Mortgage Loan Schedule; Pooling and Servicing Agreement
	44. Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except in the case of a Mortgage Loan that is part of a Whole Loan.	44	Except with respect to a Mortgage Loan that is part of a Whole Loan, review the Mortgage Loan Documents to determine if the Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool. If not so determined, it will be a Test pass.	Mortgage Loan Documents
	45. Advance of Funds by the Mortgage Loan Seller. Except for loan proceeds advanced at the time of loan origination or other payments contemplated by the Mortgage Loan documents, no advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the Mortgage Loan.  Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.	45a	Review the MS Servicer Notices for a notation or other indication that an advancement of funds (other than loan proceeds advanced at the time of loan origination) had been made by the Mortgage Loan Seller to the related Mortgagor, or that funds have been received from any person other than the related Mortgagor or an Affiliate, directly, indirectly for, or on account of, payments due on the Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	45b	Review the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital contribution to the Mortgagor under a Mortgage Loan, other than contributions made on or prior to the Closing Date. If not so determined, it will be a Test pass.	Mortgage Loan Documents
	46. Compliance with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan.	46	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations,	MS Servicer Notices




    Exhibit QQ-36


     


    

 


 


	
         

        Representations and Warranties
	
         

        Test
	
         

        Review Materials

	 	 	
        including without limitation the USA Patriot Act of 2001
        in

        connection with the origination of any Mortgage
        Loan. If such a notation or other indication is not found, it will be a Test pass.
	 
	 	 	 	 











    Exhibit QQ-37


     


    








EXHIBIT
RR



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 - BBCMS 2020-C6

Email:trustadministrationgroup@wellsfargo.com


 


		Attention:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6



 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of February 1, 2020 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage
Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance 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
                                         authorized representative of the Depositor][a designee of the Depositor].



 


		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.



 


		4.	[The
                                         undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser
                                         of any Certificate.]*



 


 






*       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 RR-1


     


    

 




 


 


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:
_______


 





	[Barclays Commercial Mortgage Securities
    LLC,	 
	as Depositor]*	 
	 	 	 
	By:	 	 
	 	[Name]	 
	 	[Title]	 


 









     Exhibit RR-2


     


    

EXHIBIT
SS



FORM OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Midland
Loan Services, a Division of PNC

Bank, National Association

10851 Mastin Street

Overland Park, Kansas 66210

Attention: Executive Vice President – Division
Head 
	Pentalpha
Surveillance LLC 

        375
N. French Road, Suite 100 

        Amherst,
New York 14228 

        Attention:
BBCMS 2020-C6 Transaction Manager 

        with
a copy sent via email to: notices@pentalphasurveillance.com with BBCMS 2020-C6 in the subject line 



 


		Attention:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6



 


In
accordance with Section 12.01(a) of the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance 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.



 


		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 BBCMS Mortgage Trust 2020-C6, Commercial
    Mortgage Pass-Through Certificates, Series 2020-C6



 


 



     Exhibit SS-1


     


    




 


	 	By:	 
	 		[Name]
	 		[Title]


 









     Exhibit SS-2


     


    

EXHIBIT
TT



FORM OF CERTIFICATE ADMINISTRATOR RECEIPT OF THE RISK RETENTION CERTIFICATES


 


[Date]


 


	Barclays
Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson

daniel.vinson@barclays.com

        

         
	[HRR,
        VRR INTEREST OR F5T-VRR INTEREST HOLDER]

         

        [OR
SUBSEQUENT TRANSFEREE] 






 


		Re:	BBCMS
                                         Mortgage Trust 2020-C6, Commercial Mortgage Pass-Through Certificates, Series 2020-C6



 


In
accordance with Section [5.02(e)][5.03(i)] of the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Agreement”),
the Certificate Administrator, as custodian, hereby acknowledges receipt of $[_] of the [Class [F-RR][G-RR][H-RR][J-RR][NR-RR]
Certificates][VRR Interest][F5T-VRR Interest] in the form of Definitive Certificates (CUSIP No. [_]) in the amount of $[____]
as defined in the Agreement, for the benefit of [____]. A copy of the [Class [F-RR][G-RR][H-RR][J-RR][NR-RR] Certificates][VRR
Interest][F5T-VRR Interest] is attached as Exhibit A. Payments on the [Class [F-RR][G-RR][H-RR][J-RR][NR-RR] Certificates][VRR
Interest][F5T-VRR Interest] will be made to the registered holder thereto in accordance with the Agreement.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 		Name:
	 		Title:


 






     Exhibit TT-1


     


    

 


SCHEDULE 1



MORTGAGE LOANS WITH ADDITIONAL DEBT


 


		1.	Parkmerced



 


		2.	650
                                         Madison Avenue



 


		3.	Kings
                                         Plaza



 


		4.	545
                                         Washington Boulevard



 


		5.	F5
                                         Tower



 


		6.	Exchange
                                         on Erwin



 


		7.	Bellagio
                                         Hotel and Casino



 


		8.	ExchangeRight
                                         Net Leased Portfolio #31



 















     Schedule 1-1


     


    

SCHEDULE 2



CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


 


See
Annex E to the Prospectus.


 









     Schedule 2-1


     


    

SCHEDULE 3



DESIGNATED ESCROWS AND RESERVES


 


	Mortgage
    Loan Number	Mortgage
    Loan Name	Applicable
    Escrow or Reserve (Initial Amount)
	4	545
    Washington Boulevard	Rent
    Concession Reserve ($21,201,911)
	15	Millikan
    Business Center	TI/LC
    Obligations Reserve ($5,666,601)
	41	Storage
    Xxtra Highway 92	Property
    Improvement Reserve ($3,447,698)


 






     Schedule 3-1