Exhibit 4.7


 


EXECUTION VERSION





 


 


BARCLAYS COMMERCIAL MORTGAGE SECURITIES LLC,

as Depositor


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


RIALTO CAPITAL ADVISORS, LLC,

as Special Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


PARK BRIDGE LENDER SERVICES LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING AND SERVICING AGREEMENT


 


BBCMS Mortgage Trust 2020-C7


Commercial Mortgage Pass Through Certificates

Series 2020-C7


 


Dated as of June 1, 2020


 


 




     


     


    




 


TABLE OF CONTENTS


 


	 	ARTICLE I	 
	 	 	 
	 	DEFINITIONS	 
	 	 	 
	Section 1.01	Defined Terms	7
	Section 1.02	Certain Calculations	127
	 	 	 
	 	ARTICLE II	 
	 	 	 
	 	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES; CREATION OF rr INTEREST	 
	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	129
	Section 2.02	Acceptance by Trustee	136
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	141
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	158
	Section 2.05	Creation of the Grantor Trust	159
	 	 	 
	 	ARTICLE III	 
	 	 	 
	 	ADMINISTRATION AND SERVICING OF THE TRUST FUND	 
	 	 	 
	Section 3.01	Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	159
	Section 3.02	Collection of Mortgage Loan Payments	167
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	173
	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 Non-VRR Gain-on-Sale Reserve Account, the VRR Interest Gain-on-Sale Reserve Account and the Excess Interest Distribution Account	178
	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	185
	Section 3.06	Investment of Funds in the Collection Account, REO Account and Loss of Value Reserve Fund	196
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	198
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	204
	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	210


 




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	Section 3.10	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	214
	Section 3.11	Servicing Compensation	215
	Section 3.12	Inspections; Collection of Financial Statements; Delivery of Reports	222
	Section 3.13	Access to Certain Information	228
	Section 3.14	Title to REO Property; REO Account	241
	Section 3.15	Management of REO Property	243
	Section 3.16	Sale of Defaulted Loans and REO Properties	245
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	252
	Section 3.18	Modifications, Waivers, Amendments and Consents	255
	Section 3.19	Transfer of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report	269
	Section 3.20	Sub-Servicing Agreements	276
	Section 3.21	Interest Reserve Account	280
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	280
	Section 3.23	Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Parties; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Parties	280
	Section 3.24	Intercreditor Agreements	286
	Section 3.25	Rating Agency Confirmation	288
	Section 3.26	The Operating Advisor	290
	Section 3.27	Companion Paying Agent	299
	Section 3.28	Serviced Companion Noteholder Register	299
	Section 3.29	Certain Matters Relating to the Whole Loans	300
	Section 3.30	[RESERVED]	302
	Section 3.31	[RESERVED]	303
	Section 3.32	Litigation Control	303
	Section 3.33	Delivery of Excluded Information to the Certificate Administrator	306
	 	 	 
	 	ARTICLE IV	 
	 	 	 
	 	DISTRIBUTIONS TO CERTIFICATEHOLDERS AND RR INTEREST OWNER	 
	 	 	 
	Section 4.01	Distributions	306
	Section 4.02	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	318
	Section 4.03	P&I Advances	324
	Section 4.04	Allocation of Realized Losses	327
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	329
	Section 4.06	Grantor Trust Reporting	333
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	334
	Section 4.08	Secure Data Room	338


 




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	 	ARTICLE V	 
	 	 	 
	 	THE CERTIFICATES	 
	 	 	 
	Section 5.01	The Certificates	339
	Section 5.02	Form and Registration	340
	Section 5.03	Registration of Transfer and Exchange of Certificates	343
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	354
	Section 5.05	Persons Deemed Owners	355
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	355
	Section 5.07	Maintenance of Office or Agency	356
	Section 5.08	Appointment of Certificate Administrator	356
	Section 5.09	[RESERVED]	357
	Section 5.10	Voting Procedures for Certificates	357
	 	 	 
	 	ARTICLE VI	 
	 	 	 
	 	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTIES	 
	 	 	 
	Section 6.01	Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	358
	Section 6.02	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	364
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	365
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	367
	Section 6.05	Depositor, Master Servicer and Special Servicer Not to Resign	374
	Section 6.06	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	373
	Section 6.07	The Master Servicer and the Special Servicer as Certificate Owner	373
	Section 6.08	The Directing Certificateholder and the Risk Retention Consultation Parties	373
	Section 6.09	Knowledge of Wells Fargo Bank, National Association	382


 




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	 	ARTICLE VII	 
	 	 	 
	 	SERVICER TERMINATION EVENTS	 
	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	382
	Section 7.02	Trustee to Act; Appointment of Successor	391
	Section 7.03	Notification to Certificateholders and RR Interest Owner	392
	Section 7.04	Waiver of Servicer Termination Events	393
	Section 7.05	Trustee as Maker of Advances	393
	 	 	 
	 	ARTICLE VIII	 
	 	 	 
	 	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 
	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	394
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	396
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates, RR Interest or Mortgage Loans	398
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	398
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	399
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	400
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	401
	Section 8.08	Successor Trustee or Certificate Administrator	403
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	404
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	404
	Section 8.11	Appointment of Custodians	405
	Section 8.12	Representations and Warranties of the Trustee	406
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	407
	Section 8.14	Representations and Warranties of the Certificate Administrator	407
	Section 8.15	Compliance with the PATRIOT Act	408
	 	 	 
	 	ARTICLE IX	 
	 	 	 
	 	TERMINATION	 
	 	 	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	409
	Section 9.02	Additional Termination Requirements	413
	 	 	 
	 	ARTICLE X	 
	 	 	 
	 	ADDITIONAL REMIC PROVISIONS	 
	 	 	 
	Section 10.01	REMIC Administration	414


 




    -iv-


     


    

 


	Section 10.02	Use of Agents	417
	Section 10.03	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	418
	Section 10.04	Appointment of REMIC Administrators	418
	 	 	 
	 	ARTICLE XI	 
	 	 	 
	 	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	 
	 	 	 
	Section 11.01	Intent of the Parties; Reasonableness	419
	Section 11.02	Succession; Subcontractors	420
	Section 11.03	Filing Obligations	422
	Section 11.04	Form 10-D and Form ABS-EE Filings	423
	Section 11.05	Form 10-K Filings	427
	Section 11.06	Sarbanes-Oxley Certification	430
	Section 11.07	Form 8-K Filings	431
	Section 11.08	Form 15 Filing	433
	Section 11.09	Annual Compliance Statements	434
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	435
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	438
	Section 11.12	Indemnification	439
	Section 11.13	Amendments	441
	Section 11.14	Regulation AB Notices	442
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	442
	Section 11.16	Certain Matters Regarding Significant Obligors	447
	Section 11.17	Impact of Cure Period	447
	 	 	 
	 	ARTICLE XII	 
	 	 	 
	 	THE ASSET REPRESENTATIONS REVIEWER	 
	 	 	 
	Section 12.01	Asset Review	448
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	454
	Section 12.03	Resignation of the Asset Representations Reviewer	455
	Section 12.04	Restrictions of the Asset Representations Reviewer	456
	Section 12.05	Termination of the Asset Representations Reviewer	456
	 	 	 
	 	ARTICLE XIII	 
	 	 	 
	 	MISCELLANEOUS PROVISIONS	 
	 	 	 
	Section 13.01	Amendment	459
	Section 13.02	Recordation of Agreement; Counterparts	464
	Section 13.03	Limitation on Rights of Certificateholders and the RR Interest Owner	465


 




    -v-


     


    

 


	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	466
	Section 13.05	Notices	467
	Section 13.06	Severability of Provisions	474
	Section 13.07	Grant of a Security Interest	474
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	475
	Section 13.09	Article and Section Headings	475
	Section 13.10	Notices to the Rating Agencies	475
	Section 13.11	Recognition of U.S. Special Resolution Regimes	477
	Section 13.12	Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings	478


 




    -vi-


     


    




 


EXHIBITS


 


	EXHIBIT A-1	Form of Certificate (Other than Class R, Class S and Class RR Certificates)
	EXHIBIT A-2	Form of Class R Certificate
	EXHIBIT A-3	Form of Class S Certificate
	EXHIBIT A-4	Form of Class RR Certificate
	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 Class RR Certificates
	EXHIBIT D-4	Form of Transferor Certificate for Transfers of the Class RR Certificates
	EXHIBIT D-5	Form of Transferee Certificate for Transfers of the RR Interest
	EXHIBIT D-6	Form of Transferor Certificate for Transfers of the RR Interest
	EXHIBIT E	Form of Request for Release
	EXHIBIT F-1	Form of ERISA Representation Letter Regarding ERISA Restricted Certificates
	EXHIBIT F-2	Form of ERISA Representation Letter Regarding [Class R Certificates][Class S Certificates][RR Interest]
	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 a Risk Retention Consultation Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder, a Risk Retention Consultation Party and/or a Controlling Class Certificateholder)
	EXHIBIT P-1D	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1E	Form of Notice of Excluded Controlling Class Holder


 




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	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-1	Form of Power of Attorney by Trustee for Master Servicer
	EXHIBIT R-2	Form of Power of Attorney by Trustee for 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]
	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


 




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	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 Class RR Certificates
	 	 
	SCHEDULES	 
	 	 
	SCHEDULE 1	Mortgage Loans With Additional Debt
	SCHEDULE 2	Class A-SB Planned Principal Balance Schedule
	SCHEDULE 3	Designated Mortgage Loans With Earnout or Performance Escrows or Reserves (Exceeding 10% of the Initial Principal Balance of the Mortgage Loan or (if applicable) Whole Loan)


 




    -ix-


     


    

 


This Pooling and Servicing
Agreement is dated and effective as of June 1, 2020, between Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor 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, and collectively with the RR Interest, will evidence
the entire beneficial ownership interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial
mortgage loans. As provided herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated
portions of the Trust (exclusive of the Excess Interest and the proceeds thereof in the Excess Interest Distribution Account) for
federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC”
and the “Lower-Tier REMIC”, and each a “Trust REMIC” as described herein).


 


In addition, the 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
and the VRR Interest shall 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 either Trust REMIC.


 


The Depositor intends (i)
to sell the Certificates (other than the Class RR Certificates) to the Underwriters and the Initial Purchasers, (ii) to cause
$18,419,322.17 VRR Interest Balance of the Class RR Certificates to be owned on the Closing Date by Barclays Bank PLC, as a “majority-owned
affiliate” (as defined in the Risk Retention Rules) of Barclays, (iii) to cause $13,889,570.40 VRR Interest Balance of the
Class RR Certificates to be owned on the Closing Date by KeyBank and (iv) to cause the RR Interest to be owned on the Closing Date
by SGFC.


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC will
hold the Mortgage Loans (excluding any entitlement to any Excess Interest and the Excess Interest Distribution Account and any
proceeds thereon) and will issue the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class
LC, Class LD, Class LE, Class LF, Class LG and Class LRR Uncertificated Interests and the LRI Uncertificated Interest (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:


 


	
        Class
        Designation
	
        Interest
        Rate
	
        Original
        Lower-Tier

        Principal Amount

	Class LA1	(1)	$13,198,000
	Class LA2	(1)	$115,000,000
	Class LA3	(1)	$38,000,000
	Class LA4	(1)	$75,000,000
	Class LA5	(1)	$270,000,000
	Class LASB	(1)	$26,000,000
	Class LAS	(1)	$89,214,000
	Class LB	(1)	$28,778,000
	Class LC	(1)	$28,779,000
	Class LD	(1)	$33,574,000
	Class LE	(1)	$15,349,000
	Class LF	(1)	$7,674,000
	Class LG	(1)	$26,860,708
	Class LRR	(1)	$32,308,892.57(2)
	Class LR	None(3)	None(2)
	LRI	(1)	$8,081,987.66(4)


 





 






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



 


		(2)	The
                                         Class LRR Uncertificated Interest (evidenced by the Class RR Certificates) will have
                                         an original principal balance equal to (a) the VRR Percentage minus the RRI Percentage,
                                         multiplied by (b) the aggregate Cut-off Date Principal Balance of the Mortgage Loans.



 


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



 


		(4)	The
                                         LRI Uncertificated Interest will have an original principal balance equal to the RRI
                                         Percentage multiplied by the aggregate Cut-off Date Principal Balance of the Mortgage
                                         Loans.



 


UPPER-TIER REMIC


 


The Upper-Tier REMIC will
hold the Lower-Tier Regular Interests and will issue (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-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-E, Class
X-F, Class X-G, Class D, Class E, Class F, Class G and Class RR Certificates and (ii) the regular interests that correspond in
the aggregate to the RR Interest (together with the Class RR Certificates, the “VRR Upper-Tier Regular Interests”),
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 in the “Certificates” table below. The


 




    	 	-2-	 



     


    

 


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 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 Loans (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 AND THE RR INTEREST


 


The following table (and
related paragraphs) sets forth the designation, the initial pass-through rate (in the case of the Non-VRR Certificates, the “Pass-Through
Rate”, and in the case of the VRR Interest, the “VRR Interest Rate”) and the aggregate initial principal
amount (in the case of the Principal Balance Certificates and the Class RR Certificates, the “Original Certificate Balance”)
or the aggregate initial notional amount (in the case of the Class X Certificates, the “Original Notional Amount”),
and the aggregate initial principal amount (in the case of the RR Interest, the “Original RR Interest Balance”),
as applicable, for each Class of Certificates and the RR Interest:


 




    	 	-3-	 



     


    

 


	
        Class
        of Certificates or

RR Interest
	
        Approximate
        Initial Pass-Through 

Rate or VRR Interest Rate
	
        Original
        Certificate

        Balance, Original Notional

        Amount or Original RR

 Interest Balance

	Class A-1 Certificates	1.07900%	$  13,198,000
	Class A-2 Certificates	2.02100%	$115,000,000
	Class A-3 Certificates	2.00700%	$  38,000,000
	Class A-4 Certificates	1.78600%	$   75,000,000
	Class A-5 Certificates	2.03700%	$ 270,000,000
	Class A-SB Certificates	2.02900%	$  26,000,000
	Class X-A Certificates	1.63287%(1)	$ 537,198,000(2)
	Class X-B Certificates	0.98868%(1)	$ 117,992,000(2)
	Class X-E Certificates	1.35536%(1)	$   15,349,000(2)
	Class X-F Certificates	1.35536%(1)	$     7,674,000(2)
	Class X-G Certificates	1.35536%(1)	$   26,860,708(2)
	Class A-S Certificates	2.44400%	$  89,214,000
	Class B Certificates	3.15200%	$  28,778,000
	Class C Certificates	3.60536%	$  28,779,000
	Class D Certificates	3.60536%	$  33,574,000
	Class E Certificates	2.25000%	$  15,349,000
	Class F Certificates	2.25000%	$    7,674,000
	Class G Certificates	2.25000%	$  26,860,708
	Class R Certificates	None(3)	N/A
	Class S Certificates	None(3)	N/A
	Class RR Certificates	(4)	$       32,308,892.57(5)
	RR Interest	(4)	$       8,081,987.66(6)


  


 









		(1)	The
                                         Pass-Through Rate for the Class X-A, Class X-B, Class X-E, Class X-F and Class X-G Certificates
                                         will be calculated in accordance with the definitions of “Class X-A Pass-Through
                                         Rate”, “Class X-B Pass-Through Rate”, “Class X-E Pass-Through
                                         Rate”, “Class X-F Pass-Through Rate” and “Class X-G Pass-Through
                                         Rate”, respectively.



 


		(2)	None
                                         of the Class X-A, Class X-B, Class X-E, Class X-F and Class X-G 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, the Class X-E Notional
                                         Amount, the Class X-F Notional Amount, and the Class X-G 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 and the VRR Interest will be deemed distributed
                                         to the Class UR Interest and shall be payable to the Holders of the Class R Certificates.



 


		(4)	The
                                         VRR Interest Rate on any Distribution Date will be the Weighted Average Net Mortgage
                                         Rate for such Distribution Date.



 


		(5)	The
                                         Class RR Certificates will have an original principal balance equal to (a) the VRR Percentage
                                         minus the RRI Percentage, multiplied by (b) the aggregate Cut-off Date Principal Balance
                                         of the Mortgage Loans.



 


		(6)	The
                                         RR Interest will have an Original RR Interest Balance equal to the RRI Percentage multiplied
                                         by the aggregate Cut-off Date Principal Balance of the Mortgage Loans.



 




    	 	-4-	 



     


    

 


THE GRANTOR TRUST


 


The portions of the Trust
Fund consisting of the 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 either 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:


 


	
        Class Designation
	
        Interest
        

Entitlements

        (per annum)
	
        Original
        Certificate

 Balance
	
        Specific
        Grantor 

Trust Assets 

Represented by such

 Certificate

	VRR Interest	(1)	$40,390,880.23	VRR Interest Specific Grantor Trust Assets
	Class S	(2)	(2)	Class S Specific Grantor Trust Assets


 


		(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 VRR Interest Distribution
                                         Amount for such Distribution Date. The VRR Interest will also be entitled to the 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 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.



 


On the Closing Date, the
Depositor is selling, assigning and transferring and otherwise conveying to (i) Barclays Bank PLC (as a “majority-owned affiliate”
(as defined in the Risk Retention Rules) of Barclays), $18,419,322.17 VRR Interest Balance of the Class RR Certificates (which
assignment, transfer and conveyance 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), (ii) KeyBank, $13,889,570.40 VRR Interest Balance of the Class RR Certificates and (iii) SGFC, the RR Interest.


 


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 $807,817,588.


 


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


 




    	 	-5-	 



     


    

 


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-3

        Note A-4

        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

	525
    Market Street	Non-Serviced	MKT
    2020-525M	Note A-2-A

        Note A-3

        Note A-4-A

        Note A-4-B

        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 B-3
	Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Subordinate

        Subordinate

        Subordinate

	The
    Cove at Tiburon	Non-Serviced	SGCMS
    2020-COVE	Note A-1A

        Note A-2
	Pari Passu

        Subordinate

	Inland
    Self Storage Michigan Portfolio	Serviced	N/A	Note
    A-2	Pari
    Passu 
	Weston
    South Carolina Industrial Portfolio	Serviced	N/A	Note
    A-2	Pari
    Passu
	ExchangeRight
    Net Leased Portfolio 32	Serviced	N/A	Note
    A-2	Pari
    Passu
	Acuity
    Portfolio	Non-Serviced	CFK
    2020-MF2	Note A-1

        Note A-2

        Note A-3

        Note A-4

        Note B-1

        Note B-2
	Pari Passu

        Pari Passu

        Pari Passu

        Pari Passu

        Subordinate

        Subordinate

	F5
    Tower	Non-Serviced	BBCMS
    2020-C6	Note A-1-A

        Note A-1-B

        Note A-2

        Note B-1

        Note B-2
	Pari Passu

        Pari Passu

        Pari Passu

        Subordinate

        Subordinate

	One
    Stockton	Non-Serviced	WFCM
    2020-C55	Note A-1

        Note A-3
	Pari Passu

        Pari Passu



 




    	 	-6-	 



     


    




 


	 

        Whole
        Loan
	Type	Non-Serviced
    PSA	Companion
    Loan Name	Companion
    Loan Type
	650
    Madison Avenue	Non-Serviced	Non-Serviced	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-1-7

        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-3-1

        Note A-3-2-1

        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

        Pari Passu

        Pari Passu

        Subordinate

        Subordinate

        Subordinate

        Subordinate

	Vernon
    Tower	Non-Serviced	WFCM
    2020-C55	Note
    A-1	Pari
    Passu 


 


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.


 


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 1.01Defined
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.


 




    	 	-7-	 



     


    

 


“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 unmodified Mortgage 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
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 525 Market Street Subordinate Companion Loans, The Cove at Tiburon Subordinate Companion Loan, the Acuity Portfolio
Subordinate Companion Loans, the F5 Tower


 




    	 	-8-	 



     


    

 


Subordinate Companion Loans
and the 650 Madison Avenue 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 525 Market
Street Whole Loan, The Cove at Tiburon Whole Loan, the Acuity Portfolio Whole Loan, the F5 Tower Whole Loan and the 650 Madison
Avenue 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 Serviced Loan) or the Special Servicer (with respect to a Specially
Serviced Loan), as applicable, has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard
(and (i) unless a Control Termination Event has occurred and is continuing, with the consent of the Directing Certificateholder
and (ii) with respect to a Specially Serviced Loan, after non-binding consultation with the Risk Retention Consultation Parties
pursuant to Section 6.08(a) (in either case, other than with respect to any Mortgage Loan that is an Excluded Loan as to
such party)) (and after a Control Termination Event has occurred and is continuing, but prior to the occurrence and continuance
of a Consultation Termination Event, after non-binding consultation with the Directing Certificateholder (or, with respect to
a Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent of the related Serviced AB Whole
Loan Controlling Holder to the extent required under the related Intercreditor Agreement) as provided in Section 6.08)
(other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)), that either (a) such insurance
is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties
similar to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located,
or (b) such insurance is not available at any rate; provided, however, that the


 




    	 	-9-	 



     


    

 


Directing Certificateholder
and the Risk Retention Consultation Parties (if it has the right to consult pursuant to Section 6.08) (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, the Risk Retention Consultation Parties 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 Mortgage
Loans”: The Mortgage Loans, 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.


 


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


 




    	 	-10-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-11-	 



     


    

 


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, as described in Section 4.01(l));


 


(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);


 


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


 


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


 




    	 	-12-	 



     


    

 


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


 


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


 


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


 


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


 




    	 	-13-	 



     


    

 


“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 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 Aggregate Principal Distribution Amount.
The Aggregate Principal Shortfall for the initial Distribution Date will be zero. The Aggregate Principal Shortfall for the initial
Distribution Date shall be zero.


 


“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 DBRS
Morningstar Permitted Investment Rating”: (A) in the case of such investments with maturities of 90 days or less, the
short-term debt obligations of which are rated at least “R-1 (middle)”, (B) in the case of such investments with maturities
greater than 90 days but less than 365 days, the short-term debt obligations of which are rated at least “R-1 (high)”,
and (C) in the case of such investments with maturities of 365 days or longer, the long term obligations of which are rated at
least “AAA”, and in the case of each of clauses (A) through (C), if then rated by DBRS Morningstar and, if not so rated,
an equivalent or higher rating by two other NRSROs (which may include Moody’s and/or Fitch).


 


“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 with respect to the Directing Certificateholder or the holder of the majority of the
Controlling Class) in consultation with the Directing Certificateholder, and, after the occurrence


 




    	 	-14-	 



     


    

 


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 with respect to the Directing Certificateholder or the holder of the majority of the Controlling
Class) and the Operating Advisor and, after the occurrence and during the continuance of a Consultation Termination Event, in
consultation with the Operating Advisor, as of the first Determination Date that is at least ten (10) Business Days following
the 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


 




    	 	-15-	 



     


    

 


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 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 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.


 


“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


 




    	 	-16-	 



     


    

 





on such Mortgage Loan, Serviced
Companion Loan or Serviced Whole Loan, as applicable, or a 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 aggregate Certificate Balances of all Classes
of Subordinate Certificates have been reduced to zero. The Special Servicer shall notify the Master Servicer, the Directing Certificateholder,
and the Operating Advisor, 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.
For the avoidance of doubt, and for purposes of clauses (i) and (ii) above, neither (i) a Payment Accommodation
with respect to any Mortgage Loan or Serviced Whole Loan nor (ii) any default or delinquency that would have existed but for such
Payment Accommodation shall constitute an Appraisal Reduction Event, for so long as the related Mortgagor is complying with the
terms of such Payment Accommodation.


 


“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.


 




    	 	-17-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-18-	 



     


    

 


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 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.


 


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


 




    	 	-19-	 



     


    

 


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


 


“Available Funds”:
With respect to any Distribution Date, an amount equal to the sum of (i) the Non-VRR Percentage of the Aggregate Available Funds
for such Distribution Date and (ii) the Non-VRR 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 Available Funds,
the amounts so invested shall be deemed to remain on deposit in such accounts.


 


“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.


 


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


 


“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.


 


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


 




    	 	-20-	 



     


    

 


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


 


“Business Day”:
Any day other than a Saturday, a Sunday or a day on which banking institutions in Florida, Pennsylvania, Maryland, North Carolina,
New York, California, 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-C7, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent. For the avoidance of doubt, the RR
Interest is not a Certificate.


 


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


 


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


 


“Certificate Administrator
Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00954% per annum
and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated on the related
Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding Distribution
Date. The Certificate Administrator Fee includes the Trustee Fee.


 


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


 


“Certificate Balance”:
With respect to any Class of Principal Balance Certificates or Class RR Certificates, (i) on or prior to the first Distribution
Date, an amount equal to the Original Certificate Balance of such Class of Certificates 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)).


 




    	 	-21-	 



     


    

 


“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 or Original Notional Amount.


 


“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 Class RR Certificates) 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 Class RR
Certificates) 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 Excluded Controlling Class Holder solely with respect to any related Excluded 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


 




    	 	-22-	 



     


    

 


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
and the RR Interest Owner.


 


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


 


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


 


“Certification Parties”:
As defined in Section 11.06.


 


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


 


“Certifying Person”:
As defined in Section 11.06.


 


“Certifying Servicer”:
As defined in Section 11.09.


 


“Class”:
With respect to any Certificates or the Lower-Tier Regular Interests, all of the Certificates bearing the same alphabetical (and,
if applicable, numerical) Class designation and each designated Lower-Tier Regular Interest and each separately designated VRR
Upper-Tier Regular Interest.


 


“Class A Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, 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 1.07900%.


 


“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.


 




    	 	-23-	 



     


    

 


“Class A-2 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 2.02100%.


 


“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 2.00700%.


 


“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 1.78600%.


 


“Class A-5 Certificate”:
A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-1 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-5 Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 2.03700%.


 


“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 2.44400%.


 


“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 2.02900%.


 


“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.


 




    	 	-24-	 



     


    

 





“Class B Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 3.15200%, 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 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 the Weighted Average Net Mortgage Rate
for such Distribution Date.


 


“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 2.25000%.


 


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


 


“Class F Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 2.25000%.


 


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


 


“Class G Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to 2.25000%.


 


“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.


 




    	 	-25-	 



     


    




 


“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 LA5 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 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 LF 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


 




    	 	-26-	 



     


    

 


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


 


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


 


“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 RR Certificate”:
A Certificate designated as “Class RR” on the face thereof, in the form of Exhibit A-4 hereto, and evidencing
a “regular interest” in the Upper-Tier 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 Non-VRR Percentage of any Excess Interest received
on or prior to the related Determination Date, the 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 X Certificates”:
The Class X-A, Class X-B, Class X-E, Class X-F and Class X-G 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
Weighted Average


 




    	 	-27-	 



     


    

 


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
outstanding 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 and Class B 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
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 and Class B Certificates for such Distribution Date, weighted on the basis of their respective aggregate Certificate
Balances immediately outstanding 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-E Certificate”:
A Certificate designated as “Class X-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 X-E Notional
Amount”: As of any date of determination, the Certificate Balance of the Class E Certificates.


 


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


 


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


 


“Class X-F Notional
Amount”: As of any date of determination, the Certificate Balance of the Class F Certificates.


 


“Class X-F Pass-Through
Rate”: The Pass-Through Rate for Class X-F Certificates for any Distribution Date will equal the excess, if any of (a) the
Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate of the Class F Certificates
for such Distribution Date. The Pass-Through Rate applicable to the Class X-F


 




    	 	-28-	 



     


    

 


Certificates for the initial
Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


“Class X-G Notional
Amount”: As of any date of determination, the Certificate Balance of the Class G Certificates.


 


“Class X-G Pass-Through
Rate”: The Pass-Through Rate for Class X-G Certificates for any Distribution Date will equal the excess, if any of (a) the
Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate of the Class G Certificates
for such Distribution Date. The Pass-Through Rate applicable to the Class X-G 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”:
June 25, 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
equal to the excess of (i) the Stated Principal Balance of such AB Modified Loan (taking into account the related junior
note(s) and any pari passu notes included therein), over (ii) the sum of (in the case of a Whole Loan, solely to the
extent allocable to the subject Mortgage Loan) (x) the most recent Appraised Value for the related Mortgaged Property or
Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such Appraised Value and to the
extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional
collateral contributed by the related Mortgagor at the time the Mortgage Loan became (and as part of the modification related
to) such AB Modified Loan for the benefit of the related Mortgaged Property or Mortgaged Properties (provided that in the
case of a Non-Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account solely to
the extent relevant information is received by the Special Servicer), plus (z) any other escrows or reserves (in addition
to any amounts set forth in the immediately preceding clause (y) and solely to the extent not reflected or taken into
account in the calculation of any related Appraisal Reduction Amount) held by the lender in respect of such AB Modified Loan as
of the date of such determination, which such excess, for the avoidance of doubt, will be determined separately from and exclude
any related Appraisal Reduction Amounts. The Master Servicer, the Operating


 




    	 	-29-	 



     


    

 


Advisor and the Certificate
Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral
Deficiency Amount.


 


With respect to any Appraisal
Reduction Amount or Collateral Deficiency Amount calculated for purposes of determining the existence and identity of the Controlling
Class pursuant to Section 4.05(a) and the occurrence and continuance of a Control Termination Event, the Appraised Value
for the related Mortgaged Property determined in connection with this definition shall be determined on an “as-is”
basis. The Master Servicer shall not calculate 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 benefit of the Certificateholders and the RR Interest Owner, which shall be entitled “Wells
Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the
benefit of the registered holders of BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7
and the RR Interest Owner, 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, either 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, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders, which shall be entitled “Wells
Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Serviced Companion Noteholders of the Serviced
Companion Loans, relating to the BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, Companion
Distribution Account”. The Companion Distribution Account shall not be an asset of the Trust, either Trust REMIC or the Grantor
Trust, but instead shall be held by the


 




    	 	-30-	 



     


    

 


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 Pari Passu Companion Loan Securities.


 


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


 


“Compensating Interest
Payment”: An aggregate amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other
than Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced
Loan or any Mortgage Loan or related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a
date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion
of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan (other than
any Non-Serviced Mortgage Loans), Serviced Pari Passu 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, as applicable, subject to
such prepayment. In no event shall the rights of the Certificateholders or the RR Interest Owner 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


 




    	 	-31-	 



     


    

 


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


 


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


 


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


 


“Control Eligible
Certificates”: Any of the Class F and Class G Certificates.


 


“Control Termination
Event”: The occurrence of (i) the Certificate Balance of the Class F Certificates (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section
4.05(a)) being reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder of the Class
F Certificates becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to
exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor
controlling class certificateholder pursuant to Section 3.23(l); provided that no Control Termination Event
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; provided, further, that a Control Termination Event shall not be deemed continuing in the event that
the Certificate Balances of the Certificates other than the Control Eligible Certificates and the VRR


 




    	 	-32-	 



     


    

 


Interest Balance of the VRR
Interest have been reduced to zero as a result of principal payments on the Mortgage Loans.


 


“Controlling Class”:
As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate
Certificate Balance as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class in accordance
with Section 4.05(a) at least equal to 25% of the Original Certificate Balance of that Class; provided, however,
that if at any time the Certificate Balances of the 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 a Certificate Balance greater than zero without
regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class G 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-C7; (ii) with respect to the Trustee at Wilmington Trust, National Association, 1100 North Market
Street, Wilmington, Delaware 19890, Attention: CMBS Trustee BBCMS 2020-C7; and (iii) for all other purposes, to the Certificate
Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), BBCMS Mortgage
Trust 2020-C7.


 


“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


 




    	 	-33-	 



     


    

 


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.


 


“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.


 




    	 	-34-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package”. As of the Closing Date, the CREFC® Investor Reporting
Package contains eight 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


 




    	 	-35-	 



     


    

 


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 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.


 




    	 	-36-	 



     


    

 


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


 


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


 




    	 	-37-	 



     


    

 


“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.


 


“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 Non-VRR Realized Losses to such Certificates.


 




    	 	-38-	 



     


    

 


“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. For the avoidance of doubt, there are no Crossed Mortgage Loan Groups related to the Trust.


 


“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. For the avoidance of doubt, there are no Crossed
Underlying Loans related to the Trust.


 


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the
Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan
Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and
the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the debt service coverage ratio for all the remaining Crossed Underlying Loans for the
four 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 LTV 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 LTV 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 LTV 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.


 




    	 	-39-	 



     


    

 


“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, the Master Servicer and the Certificate Administrator
shall be entitled to conclusively rely on the calculation or determination of any Appraisal Reduction Amount or Collateral Deficiency
Amount with respect to such Mortgage Loan performed by the applicable servicer responsible therefor pursuant to the related Non-Serviced
PSA.


 


“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 (including, as applicable, any agents or affiliates utilized thereby).


 


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


 


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


 


“DBRS Morningstar”:
DBRS, Inc., and its successors in interest. If neither DBRS Morningstar nor any successor remains in existence, “DBRS Morningstar”
shall be deemed to refer to such other 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


 




    	 	-40-	 



     


    

 


Payments (other than a Balloon
Payment) or delinquent in respect of its Balloon Payment, if any; provided that in respect of a Balloon Payment, such period
will be 120 days if the related Mortgagor has provided the Special Servicer with a written and fully executed commitment
for refinancing of the related Mortgage Loan from an acceptable lender reasonably satisfactory in form and substance to the Special
Servicer; and, in either case, such delinquency is to be determined without giving effect to any Grace Period permitted by the
related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note
or (ii) as to which the Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the
indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does not constitute
a “Defaulted Loan”.


 


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


 


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


 


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


 


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


 


“Definitive Certificate”:
Any Certificate in definitive, fully registered form without interest coupons. Initially the 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 evidenced by a Definitive Certificate.


 


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


 


“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


 




    	 	-41-	 



     


    

 


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 July 2020.


 


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


 


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


 


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


 


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


 


(iii)       any
related Assignment of Leases and of any intervening Assignments (if such item is a document separate from the Mortgage), in each


 




    	 	-42-	 



     


    

 





case, with evidence
of recording indicated thereon or certified to have been submitted for recording (if in the possession of the applicable Mortgage
Loan Seller);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xiii)     any
related mezzanine intercreditor agreement;


 


(xiv)     all
related environmental reports; and


 


(xv)      all
related environmental insurance policies;


 




    	 	-43-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)       a
copy of all zoning reports;


 


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


 


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


 


(n)       a
copy of all UCC searches;


 


(o)       a
copy of all litigation searches;


 


(p)       a
copy of all bankruptcy searches;


 


(q)       a
copy of any origination settlement statement;


 


(r)       a
copy of the Insurance Summary Report;


 


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


 




    	 	-44-	 



     


    

 





(t)       unless
already included in the origination settlement statement, a copy of any escrow statements related to the escrow account balances
as of the Mortgage Loan origination date;


 


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


 


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


 


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


 


in each case, to the extent that the related
originator received such documents or information in connection with the origination of such Mortgage Loan. In the event any of
the items identified above were not included in connection with the origination of such Mortgage Loan (other than documents that
would not be included in connection with the origination of the Mortgage Loan because such document is inapplicable to the origination
of a Mortgage Loan of that structure or type), the Diligence File shall include a statement to that effect. No information that
is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications
shall constitute part of the Diligence File. It is generally not required to include any of the same items identified above again
if such items have already been included under another clause of the definition of Diligence File, and the Diligence File shall
include a statement to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other documents
or information as part of the Diligence File that such Mortgage Loan Seller believes should be included to enable the Asset Representations
Reviewer to perform the Asset Review on such Mortgage 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 and (B) each Mortgage Loan (other than the Servicing Shift Mortgage Loans and any Excluded Loans), the initial
Directing Certificateholder shall be RREF IV Debt AIV, LP. Thereafter, with respect to the Mortgage Loans described in clause
(B) above, the Directing Certificateholder shall be the Controlling Class Certificateholder (or a representative thereof) selected
by more than 50% of the Controlling Class Certificateholders (by Certificate Balance, as determined by the Certificate Registrar
from time to time); provided, 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 continuance of a Consultation Termination Event, there will be no Directing


 




    	 	-45-	 



     


    

 


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. In the event the Controlling Class Certificateholder has elected to irrevocably waive its right to appoint
a Directing Certificateholder, as described in clause (B) above, or to exercise any of the rights of the Controlling Class Certificateholder,
there will be no such Directing Certificateholder and no party will be entitled to exercise any of the rights of such Directing
Certificateholder until such time as a Controlling Class Certificateholder is reinstated pursuant to Section 3.23(l) and
a new such Directing Certificateholder is appointed in accordance with the terms hereof. The Certificate Administrator and the
other parties hereto shall be entitled to assume that the identity of the Directing Certificateholder has not changed until such
parties receive written notice of a replacement of the Directing Certificateholder from a party holding the requisite interest
in the Controlling Class (as confirmed by the Certificate Registrar), or the resignation of the then-current Directing Certificateholder.


 


“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 or any Non-Serviced PSA.


 


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


 




    	 	-46-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-47-	 



     


    

 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


“EDGAR-Compatible
Format”: With respect to (a) the 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 (including the Trustee or the Certificate Administrator), (A) the long-term deposit rating or long-term unsecured
debt obligations or deposits of which are rated at least “A2” by Moody’s, if the deposits are to be held in such
account for thirty (30) days or more, and the short-term debt obligations or deposits of which have a short-term rating of not
less than “P-1” from Moody’s, if the deposits are to be held in such account for less than thirty (30) days,
(B) the long-term unsecured debt obligations or deposits of which are rated at least “A” by Fitch (to the extent
rated by Fitch), if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations
or deposits of which have a short-term rating of not less than “F1” from Fitch (to the extent rated by Fitch), if the
deposits are to be held in such account for less than thirty (30) days 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 Moody’s and/or Fitch) or such other rating
confirmed in a Rating Agency Confirmation),


 




    	 	-48-	 



     


    

 


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 Moody’s 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 or deposit rating shall be at least “A2” from Moody’s, “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 Moody’s and/or Fitch) and “A” from Fitch (to the extent rated
by Fitch) (if the deposits are to be held in the account for more than thirty (30) days) or Wells Fargo Bank, National Association’s
short-term deposit or short-term unsecured debt rating shall be at least “P-1” from Moody’s, “F1”
from Fitch (to the extent rated by Fitch) 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 Moody’s
and/or Fitch) (if the deposits are to be held in the account for thirty (30) days or less) or such other rating confirmed in a
Rating Agency Confirmation); (iii) 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 “A2” from Moody’s,
“A” from Fitch and “BBB(high)” by DBRS Morningstar , or if not rated by DBRS Morningstar, an equivalent
rating (or higher) by at least two (2) NRSROs (which may include Moody’s and/or Fitch) (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 “P-1” from Moody’s and “F1” from Fitch (if the deposits are to be
held in the account for thirty (30) days or less); (iv) such other account or accounts that, but for the failure to satisfy
one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) - (iii) above,
with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set
forth in the applicable clause is not satisfied with respect to such account, which account may be an account maintained by or
with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; (v) any other account or accounts
not listed in clauses (i) - (iii) above with respect to which a Rating Agency Confirmation has been obtained
from each and every Rating Agency and a confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25), which account may be an account maintained
by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; or (vi) a segregated
trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution
or trust company that has a long-term unsecured debt rating of at least “A2” from Moody’s (if the deposits are
to be held in the account for more than thirty (30) days) or a short-term unsecured debt rating of at least “P-1”
from Moody’s (if the deposits are to be held in the account for thirty (30) days or less) and that, in either case,
has corporate trust powers, acting in its fiduciary capacity, provided that any state chartered depository institution
or trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b). Eligible
Accounts may bear interest. No


 




    	 	-49-	 



     


    

 


Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.


 


“Eligible Asset
Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of 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 with) a Sponsor, a Mortgage Loan Seller,
an originator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing
Certificateholder, the VRR Interest Owners, any Risk Retention Consultation Party or any of their respective Affiliates, (d) has
not performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower
advisory or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on
behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, any Risk Retention Consultation Party, any party to this Agreement,
the Directing Certificateholder 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, the RR Interest, 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 entity (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 with) the Depositor, the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Directing Certificateholder, any Risk Retention Consultation
Party or a depositor, a trustee, a certificate administrator, a master servicer or a special servicer with respect to the securitization
of a Companion Loan, or any of their respective Affiliates; (d) that has not been paid by the Special Servicer or successor
special servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for
the appointment or recommendation for replacement of a successor special servicer to become a special servicer under this Agreement;
and (e) that (i) has been regularly engaged in the business of analyzing and advising clients in 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


 




    	 	-50-	 



     


    

 


five (5) years of experience
in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets.


 


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


 


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


 


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


 


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


 


“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 X-E, Class X-F, Class X-G, Class E, Class F, Class G and Class RR Certificates
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 either 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


 




    	 	-51-	 



     


    

 


“Wells Fargo Bank,
National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit
of the registered holders of BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7 and the
RR Interest Owner, 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
and the RR Interest Owner. The Excess Interest Distribution Account shall not be an asset of either Trust REMIC, but rather shall
be an asset of the Grantor Trust.


 


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


 


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


 


“Excess Modification
Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum
of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or
amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed
additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise
paid or reimbursed by the 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.


 




    	 	-52-	 



     


    

 


“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 Loan, the Directing Certificateholder or any Controlling Class Certificateholder,
as applicable, that is a Borrower Party with respect to such Excluded Loan. Promptly upon obtaining actual knowledge of the Directing
Certificateholder or any Controlling Class Certificateholder becoming an “Excluded Controlling Class Holder”, such
Directing Certificateholder or Controlling Class Certificateholder, as applicable, shall provide notice in the form of Exhibit P-1E
hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which
notice shall be physically delivered in accordance with Section 13.05 of this Agreement and shall specifically identify the Excluded
Controlling Class Holder and the subject Excluded 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 are no Excluded Controlling Class Holders related
to the Trust.


 


“Excluded Information”:
With respect to any Excluded Loan, any information solely related to such Excluded 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(d) and Section 3.26(e), and any Officer’s Certificates delivered by the Trustee, the
Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance, or such other information and reports designated as Excluded Information by the Special Servicer, the Master Servicer
or the Operating Advisor, as applicable, but in each case other than information with respect to such Excluded 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 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”:
Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, (a) 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


 




    	 	-53-	 



     


    

 


Party or (b) with respect
to a Risk Retention Consultation Party or the holder of the majority of the related VRR Interest is a Borrower Party. 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 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).


 


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


 


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


 


“Final Asset Status
Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other data
or supporting information provided by the Special Servicer to the Directing Certificateholder or the Risk Retention Consultation
Parties which does not include any communication (other than the related Asset Status Report) between the Special Servicer and
Directing Certificateholder or the Risk Retention Consultation Parties 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; provided that, with respect to
any Mortgage Loan other than an Excluded


 




    	 	-54-	 



     


    

 


Loan as to the Directing
Certificateholder or the Holder of the majority of the Controlling Class, so long as no Control Termination Event has occurred
and is continuing, no Asset Status Report shall be considered to be a Final Asset Status Report unless the Directing Certificateholder
has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all
of its rights of approval and consent pursuant to Section 3.19, or has been deemed to have approved or consented to such
action or the Asset Status Report is otherwise implemented by the Special Servicer in accordance with this Agreement. In addition,
after the occurrence and during the continuance of a Control Termination Event, no Asset Status Report shall be a Final Asset Status
Report unless and until the Operating Advisor is consulted with on a non-binding basis or deemed to have been consulted with pursuant
to this Agreement. 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. Each Final Asset
Status Report shall be labeled or otherwise identified or communicated as being final 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 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
(other than a Mortgage Loan or REO Property, 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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“Financial Market
Publishers”: 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, Thomson Reuters Corporation and
DealView Technologies Ltd.


 


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


 


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


 


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


 


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


 


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


 


“Grantor Trust”:
A segregated asset pool within the Trust Fund, 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 VRR Interest Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets.


 


“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


 




    	 	-56-	 



     


    

 


classified as being “in
inventory,” “usable work in process” or similar classification which would, if classified as unusable, be included
in the foregoing definition.


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of
the Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in
fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Directing Certificateholder, the Risk Retention Consultation Parties, the Companion Holders (insofar as the relevant matter involves
a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations
Reviewer and all Affiliates thereof, (ii) does not have any material direct financial interest in or any material indirect
financial interest in any of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer,
the Directing Certificateholder, the Risk Retention Consultation Parties, 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 the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Directing Certificateholder, a 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, a 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 the RR Interest, or such other interest in any Class of Certificates or the RR Interest 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 or the Trust,
delivered to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does
not receive or derive any income from such Person and provided that the relationship between such Person and the Trust
is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that 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


 




    	 	-57-	 



     


    

 


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., KeyBanc Capital Markets Inc., SG Americas Securities, LLC, Natixis Securities Americas LLC, Bancroft Capital,
LLC and Academy Securities, Inc.


 


“Initial Requesting
Certificateholder”: The first Certificateholder or Certificate Owner (in either case, other than a Holder or Certificate
Owner of the Class RR Certificates) to deliver a Certificateholder Repurchase Request as described in Section 2.03(k) with
respect to a Mortgage Loan. For the avoidance of doubt, there shall not be more than one Initial Requesting Certificateholder with
respect to any Mortgage Loan and a Holder of the Class RR Certificates 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”:
A Servicing Function Participant or Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller, as
listed on Exhibit FF to this Agreement, or any successor thereto.


 


“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.


 




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“Insurance and Condemnation
Proceeds”: All proceeds paid under any Insurance Policy or in connection with the full or partial condemnation of a Mortgaged
Property, in either case, to the extent such proceeds are not applied to the restoration of the related Mortgaged Property or released
to the Mortgagor or any tenants or ground lessors, in either case, in accordance with the Servicing Standard (and in the case of
any Mortgage Loan with a related Companion Loan, to the extent 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 the REMIC Provisions.


 


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


 


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


 


“Intercreditor Agreement”:
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 Non-VRR Certificates, 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 shall be made on a 30/360 basis.


 


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


 


“Interest Distribution
Amount”: With respect to any Class of Non-VRR Certificates 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 Non-VRR Excess
Prepayment Interest Shortfall allocated to such Class of Certificates on such Distribution Date.


 


For purposes of clause (B)
above, the Non-VRR Excess Prepayment Interest Shortfall, if any, for each Distribution Date shall be allocated to each Class of
Non-VRR Certificates in an amount equal to the product of (i) the amount of such Non-VRR Excess


 




    	 	-59-	 



     


    

 


Prepayment Interest Shortfall
and (ii) a fraction, the numerator of which is the Interest Accrual Amount for such Class of Non-VRR Certificates for such
Distribution Date and the denominator of which is the aggregate Interest Accrual Amounts for all Classes of 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 Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust
2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, and the RR Interest Owner, Interest Reserve Account”,
into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount
of an Eligible Account.


 


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Non-VRR Certificates, the sum of (a) the portion of the Interest Distribution
Amount for such Class of Non-VRR 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 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, any Risk Retention Consultation
Party, 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 RR Interest Owner, the Directing Certificateholder or a Risk Retention Consultation Party (in each case, to the extent such
Person is not a Certificateholder), a beneficial owner of a Certificate, a prospective purchaser of a Certificate or a Companion
Holder (or any investment advisor, manager or other representative


 




    	 	-60-	 



     


    

 


of the foregoing), (ii) that
either (a) such Person is not a Borrower Party, in which case such Person shall have access to all the reports and information
made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a
Borrower Party in which case (1) if such Person is the Directing Certificateholder or a Controlling Class Certificateholder,
such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s
Website hereunder other than any Excluded Information as set forth herein or (2)  if such Person is not the Directing Certificateholder
or a Controlling Class Certificateholder, such Person shall only receive access to the 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 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 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 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”: A Mortgage Loan originated by more than one Mortgage Loan Seller. For the avoidance of doubt, there are no Joint
Mortgage Loans related to the Trust.


 


“KBRA”:
Kroll Bond Rating Agency, LLC, and its successors in interest. If neither KBRA nor any successor remains in existence, “KBRA”
shall be deemed to refer to such other 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.


 


“KeyBank”:
KeyBank National Association, a national banking association, or its successor in interest.


 


“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


 




    	 	-61-	 



     


    

 


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


 


“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 or with respect to any REO Property (and the related REO Loan), any of the following events:
(i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan;
(iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller or Additional Repurchase Obligor pursuant to
Section 5 or Section 19, as applicable, of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is purchased
by the Special Servicer, or by any Companion Holder or any mezzanine lender (as applicable) pursuant to Section 3.16 (and
the related Intercreditor Agreement, as applicable); (v) such Mortgage Loan is purchased by the Special Servicer, the Master
Servicer, the 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 is sold by the Special Servicer pursuant to the terms of this Agreement.


 


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


 


“Liquidation Fee”:
A fee payable to the Special Servicer with respect to (a) each Specially Serviced Loan or REO Property (except with respect to
a Non-Serviced Mortgaged Property) as to which the Special Servicer obtains (i) a full, partial or discounted payoff from
the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including with respect to the
related Companion Loan, if applicable) (in any case, other than amounts for which a Workout Fee has been paid, or will be payable)
or (b) Loss of Value Payment or Purchase Price paid by the responsible party under the related Mortgage Loan


 




    	 	-62-	 



     


    

 


Purchase Agreement with
respect to any Mortgage Loan (and any related Companion Loan, if applicable) (except if such responsible party under the related
Mortgage Loan Purchase Agreement makes such Loss of Value Payment in connection with a breach or document defect within the 90-day
initial cure period or, if applicable, within the subsequent 90-day extended cure period), equal to the product of the Liquidation
Fee Rate and the proceeds of (i) such full, partial or discounted payoff or other partial payment or the Liquidation Proceeds
or Insurance and Condemnation Proceeds (net of the related costs and expenses associated with the related liquidation) related
to such liquidated Specially Serviced Loan or REO Property or (ii) such Loss of Value Payment or Purchase Price; 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)  a Serviced Companion Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage
Loan Seller for a breach of a representation or warranty or for a defective or deficient mortgage loan documentation under an
Other Pooling and Servicing Agreement within the time period (or extension thereof) provided for such repurchase or such repurchase
occurs prior to the termination of the extended resolution period provided therein or (y) a purchase of such Serviced Companion
Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of
the Other Securitization, or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because
of a Servicing Transfer Event described in clause (i) of the definition of “Servicing Transfer Event”,
Liquidation Proceeds are received within 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); provided that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced
by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage
Loan and any related Companion Loan, as applicable, or REO Property and received by the Special Servicer as compensation within
the prior twelve (12) months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation
Fee. No Liquidation Fee shall be payable in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable
Mortgage Loan Seller makes such Loss of


 




    	 	-63-	 



     


    

 


Value Payment within 90 days
of receipt of notice of a breach (and giving effect to an extension period of 90 days).


 


“Liquidation Fee
Rate”: A rate equal to 1.00% with respect to any Specially Serviced Loan (and each related Serviced Companion Loan)
or REO Property or Loss of Value Payment or Purchase Price; provided that if such rate would result in an aggregate Liquidation
Fee less than $25,000, then the Liquidation Fee Rate will be equal to the lesser of (i) 3.00% and (ii) such lower rate as would
result in an aggregate Liquidation Fee equal to $25,000.


 


“Liquidation Proceeds”:
Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the liquidation (including
a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan or defaulted Companion
Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion
thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions of the
related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor; (iii) any
sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property pursuant to Section
3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller 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 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 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.


 


“Litigation Control”:
As defined in Section 3.32.


 


“Loan-Specific Directing
Certificateholder”: With respect to a 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. As of the Closing Date, there is no Loan-Specific Directing Certificateholder with respect
to the Trust.


 




    	 	-64-	 



     


    

 


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


 


“Lower-Tier Regular
Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class
LC, Class LD, Class LE, Class LF and Class LG and Class LRR Uncertificated Interests and the LRI Uncertificated Interest.


 


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


 


“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 and the RR Interest Owner, which
shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2020-C7, Commercial
Mortgage Pass-Through Certificates, Series 2020-C7, and the RR Interest Owner, Lower-Tier REMIC Distribution Account”. Any
such account, accounts or sub-accounts shall be an Eligible Account.


 


“LRI 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.


 




    	 	-65-	 



     


    

 


“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”:
Wells Fargo 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).


 


“Material Defect”:
With respect to any Mortgage Loan, a Defect in any Mortgage File or a Breach, which Defect or Breach, as the case may be, materially
and adversely affects the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee
or any Certificateholder or the RR Interest Owner therein or causes such Mortgage 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.


 


“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 Whole Loan, any and all fees with respect
to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan documents
and/or related Serviced 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


 




    	 	-66-	 



     


    

 


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, leasehold and/or subleasehold interest in the related Mortgaged Property.


 


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


 


(i)      
 the original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to
the order of Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of BBCMS Mortgage
Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, and the RR Interest Owner, 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 “Wilmington Trust, National Association, as Trustee for the benefit
of the registered holders of BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, and the
RR Interest Owner” (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


 




    	 	-67-	 



     


    

 


“Wilmington
Trust, National Association, as Trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2020-C7, Commercial Mortgage
Pass-Through Certificates, Series 2020-C7, and the RR Interest Owner” (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 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;


 


(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;


 




    	 	-68-	 



     


    

 


(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 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


 




    	 	-69-	 



     


    

 


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 “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 (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 


 




    	 	-70-	 



     


    

 


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.


 


“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, which list sets forth the following information with respect to each Mortgage 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;


 


(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;


 




    	 	-71-	 



     


    

 


(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 Mortgage Loan Schedule
shall also set forth the aggregate of the amounts described under clause (vii) above for all of the Mortgage Loans.
Such list may be in the form of more than one list, collectively setting forth all of the information required.


 


“Mortgage Loan Seller”:
Each of (i) Barclays Capital Real Estate Inc., a Delaware corporation, or its successor in interest, (ii) KeyBank National
Association, a national banking association, or its successor in interest, (iii) Societe Generale Financial Corporation, a Delaware
corporation, or its successor in interest, (iv)  Natixis Real Estate Capital LLC, a Delaware limited liability company, or
its successor in interest and (v) Rialto Real Estate Fund IV – Debt, LP, a Delaware limited partnership, or its successor
in interest.


 


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


 


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


 


“Mortgage Rate”:
With respect to: (i) any Mortgage Loan (including the Non-Serviced Mortgage Loans) or related Companion Loan on or prior to
its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue on such Mortgage Loan
or related Companion Loan from time to time in accordance with the related


 




    	 	-72-	 



     


    

 


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 aggregate
of all losses, if any, incurred during such period in connection with the investment of funds relating to the Trust held in such
account in accordance with Section 3.06, exceeds the aggregate of all interest and other income realized during such period
on such funds.


 


“Net Mortgage Rate”:
With respect to each Mortgage Loan (including a Non-Serviced Mortgage Loan) and any REO Loan (other than the portion of an REO
Loan related to any Companion Loan) as of any date of determination, a rate per annum equal to the related Mortgage Rate
then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective Anticipated Repayment
Date), minus the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through
Rates, the Net Mortgage Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment
of the terms of the related Mortgage Loan, whether agreed to by the Master Servicer, the Special Servicer, a 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 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 and the Weighted Average
Net Mortgage Rate on the Regular Certificates, the Net Mortgage Rate of such Mortgage Loan or for any one-month period preceding
a related Due Date will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on the
basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually accrued
in respect of such Mortgage Loan during such one-month period at the related Net Mortgage Rate; provided,


 




    	 	-73-	 



     


    

 


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. With respect to any REO Loan, the Net Mortgage Rate shall be calculated as described above, determined
as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


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


 


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


 


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


 


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


 


“Non-VRR Certificates”:
All of the Certificates other than the Class RR Certificates and the Class R Certificates.


 


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


 


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


 


“Non-VRR 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 Non-VRR Certificateholders, which shall initially be entitled “Wells Fargo Bank, National
Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of
the registered Holders of BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, Non-VRR
Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 




    	 	-74-	 



     


    

 


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


 


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


 


“Non-VRR Realized
Loss”: With respect to the Mortgage Loans and any Distribution Date, the amount, if any, by which (i) the product of
(A) the Non-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 (excluding any portion
allocable to any related Companion Loan, if applicable) expected to be outstanding immediately following such Distribution Date,
is less than (ii) the then-aggregate Certificate Balance of the Principal Balance Certificates after giving effect to distributions
of principal on such Distribution Date.


 


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


 


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including
any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which, the 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 or REO Loan; provided,
however, that the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard,
that any P&I Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master
Servicer (and with respect to a Serviced Mortgage Loan, to any Other Servicer, and with respect to a Non-Serviced Mortgage Loan,
to the related Non-Serviced Master Servicer and


 




    	 	-75-	 



     


    

 


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 (other than by the Special Servicer) shall not be binding upon (but may be conclusively relied upon by)
the Master Servicer and the Trustee, and any such determination by the Special Servicer shall be conclusive and binding upon the
Master Servicer and the Trustee (but this statement shall not be construed to entitle the Special Servicer to reverse the determination
of the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that a P&I
Advance would be a Nonrecoverable Advance), provided, however, that the Special Servicer shall have no such obligation
to make an affirmative determination that any P&I Advance is or would be recoverable and in the absence of a determination
by the Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision shall remain
with the Master Servicer or Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not
all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee
shall have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed
P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer,
Non-Serviced Trustee or Non-Serviced Special Servicer, as applicable, in connection with a securitization of the related Non-Serviced
Companion Loan determines that a principal and interest advance with respect to the related Non-Serviced Companion Loan, if made,
would be nonrecoverable, such determination shall not be binding on the Master Servicer and the Trustee as it relates to any proposed
P&I Advance with respect to the related Non-Serviced Mortgage Loan. Similarly, with respect to the related Non-Serviced Mortgage
Loan, if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that any P&I Advance with respect
to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding
on the related Non-Serviced Master Servicer, 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 and (d) to give due regard to the existence
of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred or delayed by
the Master Servicer, in light of the fact that related proceeds are a source of recovery not only for the Advance under consideration
but also a potential source of recovery for such delayed or deferred Advance. In


 




    	 	-76-	 



     


    

 


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, the reimbursement
of which, at the time of such consideration, is being deferred or delayed by the Master Servicer or the Trustee because there is
insufficient principal available for such recovery, in light of the fact that proceeds on the related Mortgage Loan are a source
of recovery not only for the P&I Advance under consideration, but also as a potential source of reimbursement of such Nonrecoverable
Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may
update or change its recoverability determinations at any time (but not reverse any other Person’s determination that an
Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its
good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust
any reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability determination.
Absent bad faith, the Master Servicer’s, the Special Servicer’s or the Trustee’s determination as to the recoverability
of any P&I Advance shall be conclusive and binding on the Certificateholders and the RR Interest Owner. 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 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 the related Mortgaged Property). The Trustee shall be entitled
to conclusively rely on the Master Servicer’s or the Special Servicer’s determination that a P&I Advance is or
would be nonrecoverable, and the Master Servicer and the Trustee shall be entitled to conclusively rely on and shall be bound by
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


 




    	 	-77-	 



     


    

 


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 Properties, (b) to estimate and consider
(consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business
judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate
and consider (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good
faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries
and (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery
of which are being deferred or delayed by the Master Servicer or the Trustee because there is insufficient principal available
for such recovery, in light of the fact that related proceeds are a source of recovery not only for the Advance under consideration
but also a potential source of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a
Servicing Advance is a Nonrecoverable Servicing Advance, will be entitled to give due regard to the existence of any Nonrecoverable
Advance or Workout-Delayed Reimbursement Amounts with respect to other Mortgage Loans, the reimbursement of which, at the time
of such consideration, is being deferred or delayed by the Master Servicer, in light of the fact that proceeds on the related Mortgage
Loan are a source of recovery not only for the Servicing Advance under consideration, but also as a potential source of recovery
of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition,
any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or
in its good faith business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of
the Trust any reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability
determination. Absent bad faith, the Master Servicer’s, the Special Servicer’s or the Trustee’s determination
as to the recoverability of any Servicing Advance shall be conclusive and binding on the Certificateholders and the RR Interest
Owner. 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


 




    	 	-78-	 



     


    

 


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


 




    	 	-79-	 



     


    

 


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-E, Class X-F, Class X-G, Class D, Class
E, Class F, Class G, Class RR, Class R or Class S Certificate.


 


“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.


 


“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” minus the Servicing Fee Rate for such Non-Serviced Mortgage Loan.


 


“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 and footnotes under the heading “Whole Loans” in the Preliminary Statement hereto identify the
Non-Serviced PSAs relating to the Trust as of the Closing Date.


 




    	 	-80-	 



     


    

 


“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 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, in the case of the Class X-E Certificates, the Class X-E Notional Amount, in the case of the Class X-F Certificates,
the Class X-F Notional Amount, and in the case of the Class X-G Certificates, the Class X-G Notional Amount.


 


“NREC”:
Natixis Real Estate Capital LLC, or its successor in interest.


 


“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.


 




    	 	-81-	 



     


    

 


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


 


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


 


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


 


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


 


“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 pays) 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 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 0.00178%.


 


“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 the RR Interest Owner 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, the RR Interest Owner
and Companion Holders constituted a single lender),


 




    	 	-82-	 



     


    

 


and not in the best interest
of nor for the benefit of any particular Class of Certificateholders or the RR Interest Owner (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, the Directing Certificateholder,
any Certificateholder, any Risk Retention Consultation Party, the RR Interest Owner or any of their respective Affiliates.


 


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


 


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


 


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


 


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


 


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


 


(e)       the
Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency,
readjustment of debt,


 




    	 	-83-	 



     


    

 


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.


 


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


 


“Opinion of Counsel”:
A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered to the Trustee and the
Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of either 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 or Class RR 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, 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, the Class X-E Notional Amount,
the Class X-F Notional Amount and the Class X-G Notional Amount, the applicable initial Notional Amount thereof as of the Closing
Date, as specified in the Preliminary Statement.


 


“Original RR Interest
Balance”: With respect to the RR Interest, an amount equal to the initial RR Interest Balance as specified in the Preliminary
Statement hereto.


 


“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


 




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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.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Pari Passu Companion
Loan”: 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”.


 




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“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-5 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 Pass-Through Rate,
the Class G Pass-Through Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class X-E Pass-Through Rate,
the Class X-F Pass-Through Rate, the Class X-G Pass-Through Rate, as the case may be.


 


None of the Class R or Class
S Certificates have Pass-Through Rates.


 


“Payment Accommodation”:
For any Mortgage Loan or Serviced Whole Loan, the entering into of any temporary forbearance agreement as a result of the COVID-19
emergency (and qualification as a COVID-19 emergency forbearance will be determined by the Special Servicer in its sole and absolute
discretion in accordance with the Servicing Standard) relating to payment obligations or operating covenants under the related
Mortgage Loan documents or the use of funds on deposit in any reserve account or escrow account for any purpose other than the
explicit purpose described in the related Mortgage Loan documents, that in each case: (i) is entered into no later than March 25,
2021; (ii) provides for no more than three (3) months of forbearance; and (iii) requires full repayment of deferred payments and
escrows within twelve (12) months of the date of the first forbearance for such Mortgage Loan or Serviced Whole Loan. No Payment
Accommodation may be granted if the Mortgage Loan or Serviced Whole Loan is in default with respect to any loan provision other
than the provision(s) subject to the forbearance request. The Special Servicer shall process all Payment Accommodations requested
in its sole and absolute discretion in accordance with the Servicing Standard, and the Master Servicer shall have no processing,
consent or other rights with respect thereto.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


“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, a Yield Maintenance Charge or any Excess Interest.


 


“Percentage Interest”:
As to any Certificate (other than the Class R and 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 or Class S Certificate, the Percentage Interest is set forth on the face thereof.


 




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“Performance Certification”:
As defined in Section 11.06.


 


“Performing Party”:
As defined in Section 11.12.


 


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


 


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


 


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


 


(ii)       time
deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date of
issuance and are issued or held by any depository institution or trust company (including the 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 Moody’s, (I) in the case of such investments with maturities
of thirty (30) days or less, the short-term debt obligations of which are rated in the highest short-term rating category by Moody’s
or the long-term debt obligations of which are rated at least “A2” by Moody’s, (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 in the highest short-term rating category by Moody’s and the long-term


 




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obligations of which
are rated at least “A1” by Moody’s, (III) in the case of such investments with maturities of six (6) months
or less, but more than three (3) months, the short-term obligations of which are rated in the highest short-term rating category
by Moody’s and the long-term obligations of which are rated at least “Aa3” by Moody’s and (IV) in
the case of such investments with maturities of more than six (6) months, the short-term obligations of which are rated in the
highest short-term rating category by Moody’s and the long-term obligations of which are rated “Aaa” by Moody’s
(or, in each case, if permitted by the related Mortgage Loan, if not rated by Moody’s, otherwise acceptable to Moody’s,
as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of
then current ratings assigned to the Certificates), (B) with respect to Fitch, (1) in the case of such investments with maturities
of thirty (30) days or less, the short-term obligations of which are rated at least “F1” by Fitch or the long-term
obligations of which are rated at least “A” by Fitch or (2) in the case of such investments with maturities of more
than thirty (30) days, the short-term obligations of which are rated at least “F1+” by Fitch, or the long-term obligations
of which are rated at least “AA-“ by Fitch and (C) with respect to DBRS Morningstar, satisfies the Applicable DBRS
Morningstar Permitted Investment Rating; 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) with respect to Moody’s, if such debt obligations have a term of three months or
less, (I) the short-term obligations of which corporation are rated in the highest short-term rating category by Moody’s
or the long-term obligations of which corporation are rated at least “A2” by Moody’s, (II) 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 Moody’s and the long-term obligations of which corporation are rated at least “Aa3”
by Moody’s, or (III) 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 Moody’s, (B) with respect to DBRS Morningstar, satisfies the Applicable DBRS Morningstar Permitted
Investment Rating and (C) with respect to Fitch, (1) in the case of such investments with maturities of thirty (30) days or less,
the short-term obligations of which are rated at least “F1” by Fitch or the long-term obligations of which are


 






    	 	-88-	 



     


    

  


rated at least “A”
by Fitch or (2) in the case of such investments with maturities of more than thirty (30) days, the short-term obligations of which
are rated at least “F1+” by Fitch, or the long-term obligations of which are rated at least “AA-“ by Fitch
(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)(1) in the case of such investments with maturities of 30 days
or less, the short-term obligations of which corporation are rated at least in the highest short-term debt rating category of
Moody’s and “F1” by Fitch, or the long-term obligations of which corporation are rated at least “A2”
by Moody’s and “A” by Fitch (if rated by such Rating Agency), (2) in the case of such investments with maturities
of three months or less, but more than 30 days, the short-term obligations of which are rated at least in the highest short-term
debt rating category of Moody’s and “F1+” by Fitch, or the long-term obligations of which are rated at least
“AA-” by Fitch and “A2” by Moody’s, (3)(A) in the case of such investments with maturities of six
months or less, but more than three months, the short-term obligations of which are rated at least “P-1” by Moody’s,
and the long-term obligations of which corporation are rated at least “Aa3” by Moody’s, and (B) in the case
of such investments with maturities of six months or less, but more than three months, 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, and (4)(A) in the case of such investments with maturities of more than six months, the short-term obligations of which
are rated at least “P-1” by Moody’s, and the long-term obligations of which are rated at least “Aaa”
by Moody’s, and (B) in the case of such investments with maturities of more than six months, the short-term obligations
of which are rated at least “F1+” by Fitch, or the long-term obligations of which are rated at least “AA-”
by Fitch, and (b) with respect to DBRS Morningstar, satisfies the Applicable DBRS Morningstar Permitted Investment Rating;


 


(vi)       money
market funds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Wells Fargo
Money Market Funds), rated in the highest rating categories of each Rating Agency (if so rated by each such Rating Agency (and
if not rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs (which may include
Fitch, KBRA, DBRS Morningstar, Moody’s and/or S&P))


 




    	 	-89-	 



     


    

 


and the highest money
market fund category by Moody’s (or, if not rated by Moody’s, otherwise acceptable to such Rating Agency, as confirmed
in a Rating Agency Confirmation relating to the Certificates) 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 Moody’s 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, which may include the investments referred to in clause (i) above if so qualified that (a) have
substantially all of their assets invested continuously in the types of investments referred to in clause (i) above
and (b) have net assets of not less than $5,000,000,000;


 


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


 


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


 


provided, however,
that each Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code,
and that (a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (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 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 either 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


 




    	 	-90-	 



     


    

 


effect that such investment
will not adversely affect the status of either 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 Lender”:
As defined in Section 5.03(s).


 


“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
either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates or the RR Interest 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).


 


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


 


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


 


“Preliminary Prospectus”:
The Preliminary Prospectus, dated June 9, 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 and the RR Interest for federal income tax purposes; provided
that it is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.


 




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“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 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 


 




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(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-5, Class A-SB, Class A-S, Class B, Class
C, Class D, Class E, Class F and Class G Certificates.


 


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


 


“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 as to such party) or the exercise of the Directing
Certificateholder’s consent or consultation rights or a Risk Retention Consultation Party’s consultation rights 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


 




    	 	-93-	 



     


    

 


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


 


“Privileged Person”:
The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master Servicer, the
Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate of the
Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides an
Investor Certification, any Non-Serviced Master Servicer, any Non-Serviced Special Servicer, any Other Servicer, any Person (including
the Directing Certificateholder, the Risk Retention Consultation Parties or the VRR Interest Owners) 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, 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 Loan(s)), and (ii) if such party is not the Directing Certificateholder
or any Controlling Class Certificateholder, any information other than the Distribution Date Statement. In determining whether
any Person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator may rely on direction
by the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating Advisor, as the case may be.


 


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer obtains knowledge that it has become a Borrower Party, the Special
Servicer shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly or indirectly
provide any information related to the related Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any
of the Special Servicer’s employees or personnel or any of its 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, that (a) the Master Servicer shall not restrict access by the Special Servicer to any information related to any
Mortgage Loan, including any Excluded Special Servicer Loan and


 




    	 	-94-	 



     


    

 


(b) the Certificate Administrator
shall not restrict access by the Special Servicer to any information related to any Mortgage Loan, including any Excluded Special
Servicer Loan; 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 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 June 16, 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 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 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 any related REO Loan (including for such purpose, to the extent required pursuant
to the final paragraph hereof, the related Companion Loan)), at the related Mortgage Rate in effect from time to time (excluding
any portion of such interest that represents Default Interest or Excess Interest), 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


 




    	 	-95-	 



     


    

 


related REO Loan
(including for such purpose, to the extent required pursuant to the final paragraph hereof, the related Companion Loan)), if any;
plus


 


(iv)       if
such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller 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
related REO Loan); provided, however, that such out-of-pocket expenses shall not include expenses incurred by Certificateholders
or Certificate Owners in instituting an Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such
Certificateholder’s or Certificate Owner’s, as applicable, rights under the dispute resolution mechanics pursuant
to Section 2.03(l);


 


(v)       Liquidation
Fees, if any, payable with respect to such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)) (which will not include any Liquidation Fees if such repurchase
occurs or 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 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. Notwithstanding the foregoing, with
respect to any repurchase


 




    	 	-96-	 



     


    

 


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, REO Loan or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a) “A3”
by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) two other NRSROs (which may include Fitch and/or
DBRS Morningstar) or (B) one NRSRO (which may include Fitch or DBRS Morningstar) and A.M. Best Company, Inc.), (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 Moody’s or DBRS Morningstar)) and (c) “A(low)” by DBRS Morningstar (or, if not rated by DBRS
Morningstar, at least an equivalent rating by two other NRSROs (which may include Moody’s and/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), 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


 




    	 	-97-	 



     


    

 


successor special servicer, in each case, unless such fee is
expressly approved by 100% of the Certificateholders and the RR Interest Owner, (vi) currently has a special servicer rating
of at least “CSS3” from Fitch, (vii) is currently acting as a special servicer in a CMBS transaction rated by
Moody’s on a transaction-level basis (as to which CMBS transaction there are outstanding CMBS rated by Moody’s) and
has not been publicly cited by Moody’s 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, 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 LTV Ratio equal to or less than the lesser
of the LTV 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 and the RR Interest Owner) 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 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


 




    	 	-98-	 



     


    

 


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 Weighted Average Net Mortgage
Rate) of any Class of Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified Substitute
Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Qualified
Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee,
the Certificate Administrator and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Certificateholder.


 


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


 


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


 


“Rated Final Distribution
Date”: As to each Class of Certificates (other than the Class X-G, Class G, Class S, Class R and Class RR Certificates),
the Distribution Date in April 2053.


 


“Rating Agency”:
Each of DBRS Morningstar, Fitch and Moody’s or their successors in interest. If no such rating agency nor any successor thereof
remains in existence, “Rating Agency” shall be deemed to refer to such 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 DBRS Morningstar, Fitch and Moody’s
herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable
Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade,
withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by the Rating Agency);
provided that a written waiver or other acknowledgment from the Rating Agency indicating its decision not to review the
matter for which the Rating Agency


 




    	 	-99-	 



     


    

 


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 VRR Realized Losses and 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-5, 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-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C,
Class X-E, Class X-F, Class X-G, Class D, Class E, Class F and Class G Certificates.


 


“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.


 


“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.


 




    	 	-100-	 



     


    

 


“Reimbursement Rate”:
The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section 3.03(d)
and P&I Advances in accordance with Section 4.03(d), which rate per annum shall equal the Prime Rate.


 


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


 


	
        Related
        Certificates
	
        Related
        Lower-Tier 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-5 Certificates	Class LA5 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 Certificates	Class LF Uncertificated Interest
	Class G Certificates	Class LG Uncertificated Interest
	Class RR Certificates	Class LRR Uncertificated Interest
	RR Interest	LRI 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 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.


 




    	 	-101-	 



     


    

 


“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 the RR Interest Owner and with respect to any Serviced Whole
Loan, for the benefit of the related Serviced Companion Noteholder, which shall initially be entitled “Rialto Capital Advisors,
LLC, as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
of BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, and the RR Interest Owner, 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 Assumed Scheduled Payments on each Due Date therefor, and otherwise has
the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation,
with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without
regard to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have
an initial outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal
Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the
related REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect
of an REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage
Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid
Special Servicing Fees and Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any interest
accrued and payable to the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section
3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer,
the Operating Advisor, the


 




    	 	-102-	 



     


    

 


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 or the RR Interest Owner being reduced as a result of the first
proviso in the definition of “Aggregate Principal Distribution Amount” shall be deemed outstanding until recovered.
Notwithstanding anything to the contrary, with respect to each Serviced Whole Loan, no amounts relating to the related REO Property
or REO Loan allocable to the related Serviced Pari Passu Companion Loan, as applicable, will be available for amounts due to the
Certificateholders and the RR Interest Owner or to reimburse the Trust, other than in the limited circumstances related to Servicing
Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan
incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with respect to an AB Subordinate
Companion Loan, as set forth in the related Intercreditor Agreement.


 


“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 RR Interest Owner (and the related Companion Holder, subject to the related Intercreditor
Agreement, with respect to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee
(as holder of the Lower-Tier Regular Interests) (and also including, if applicable, the Trust’s beneficial interest in a
Non-Serviced Mortgaged Property acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the
applicable Non-Serviced Trustee or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced
Trust) through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection
with the default or imminent default of a Mortgage Loan. References herein to the Special Servicer acquiring, maintaining, managing,
inspecting, insuring, selling or reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with respect to
an “REO Property”, shall not include the Trust’s beneficial interest in a Non-Serviced Mortgaged Property. For
the avoidance of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, either
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).


 




    	 	-103-	 



     


    

 


“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 has been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been
substituted for the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable
Mortgage Loan Seller has made a Loss of Value Payment, (v) a contractually binding agreement has been entered into between
the Enforcing Servicer, on behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s
obligations under the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of
the Trust as a result of a sale or other disposition in accordance with this Agreement.


 


“Responsible Officer”:
When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct responsibility
for the administration of this Agreement and, with respect to a particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular subject and (ii) the Certificate Administrator,
any officer assigned to the Corporate Trust Services group with direct responsibility for the administration of this Agreement
and, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate Administrator
because of such officer’s knowledge of and familiarity with the particular subject.


 


“Restricted Period”:
The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which Certificates are first offered
to Persons other than the Initial Purchasers or Underwriters and any other distributor (as such term is defined in Regulation S)
of the Certificates and (b) the Closing Date.


 


“Retained Certificate
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 related Risk Retention Certificates.


 


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


 


“Retained Fee Rate”:
A rate that causes the Transferable Servicing Interest to equal zero.


 




    	 	-104-	 



     


    

 


“Retaining Sponsor”:
Barclays, acting as retaining sponsor as such term is defined under Section 3(b) of the Risk Retention Rules.


 


“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
Certificates”: The Class RR Certificates.


 


“Risk Retention
Consultation Party”: Each of (i) the party selected by Barclays Bank PLC (as a “majority-owned affiliate”
(as defined in the Risk Retention Rules) of Barclays) (such party, the “VRR-A Risk Retention Consultation Party”),
(ii) the party selected by KeyBank (such party, the “VRR-B Risk Retention Consultation Party”) and (iii) the
party selected by SGFC (such party, the “VRR-C Risk Retention Consultation Party”). The Depositor shall promptly
provide the name and contact information for the initial Risk Retention Consultation Parties 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 any Risk Retention Consultation
Party has not changed until such parties receive written notice of (including the identity and contact information for) a replacement
of such Risk Retention Consultation Party from Barclays Bank PLC (in the case of the VRR-A Risk Retention Consultation Party),
KeyBank (in the case of the VRR-B Risk Retention Consultation Party) or SGFC (in the case of the VRR-C Risk Retention Consultation
Party) (as confirmed by the Certificate Registrar). Notwithstanding the foregoing, no Risk Retention Consultation Party will have
any consultation rights with respect to any related Excluded Loan. The initial Risk Retention Consultation Parties are expected
to be Barclays Bank PLC, KeyBank and SGFC. In the event that no 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 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 Risk Retention Consultation Party as the case may be.


 


“Risk Retention
Requirements”: The credit risk retention requirements of Section 15G of the Exchange Act (15 U.S.C. §78o-11),
as added by Section 941 of the Dodd-Frank Act.


 


“Risk Retention
Rules”: Regulation RR, 12 C.F.R. Part 244.


 


“RR Interest”:
An uncertificated interest in the Trust representing the right to receive the RRI Percentage of all amounts collected on the Mortgage
Loans, net of all expenses


 




    	 	-105-	 



     


    

 


of the Trust, and distributable
on each Distribution Date to Holders of Certificates (other than to the Class R Certificates) and allocated to the VRR Interest.
The RR Interest evidences beneficial ownership of a “regular interest” in the Upper-Tier REMIC for purposes of the
REMIC Provisions. For the avoidance of doubt, the parties hereto agree not to treat the RR Interest as a security under applicable
law.


 


“RR Interest Balance”:
With respect to the RR Interest (i) on or prior to the first Distribution Date, an amount equal to the Original RR Interest
Balance as specified in the Preliminary Statement hereto and (ii) as of any date of determination after the first Distribution
Date, the RR Interest Balance on the Distribution Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.02(iii)) after giving effect to (a) any distributions made on such Distribution Date pursuant
to Section 4.01(e)(i), (ii) and (iii), (b) the VRR Realized Losses allocated to the RR Interest on such
Distribution Date, and (c) any recoveries on the Mortgage Loans of Nonrecoverable Advances (plus interest on such Nonrecoverable
Advances) that were previously reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction
of the VRR Principal Distribution Amount, which recoveries are allocated to the RR Interest and added to the RR Interest Balance.


 


“RR Interest Owner”:
The VRR Interest Owner who owns the RR Interest.


 


“RREF IV”:
Rialto Real Estate Fund IV – Debt, LP, a Delaware limited partnership.


 


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


 


“Rule 144A”:
Rule 144A under the Act.


 


“Rule 144A
Book-Entry Certificate”: With respect to the Non-Registered Certificates offered and sold in reliance on Rule 144A,
a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons.


 


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


 


“S&P”:
S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors in interest. If neither
S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other 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).


 




    	 	-106-	 



     


    

 


“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.


 


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


 


“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 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.


 




    	 	-107-	 



     


    

 


“Serviced AB Mortgage
Loan”: Any Mortgage Loan that is part of a Serviced AB Whole Loan. For the avoidance of doubt, there are no Serviced
AB Mortgage Loans 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, there are no Serviced AB
Whole Loans 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, there is no 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 backed, wholly or partially, by any Serviced 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
Companion Loan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the Trust Fund,
any class of securities issued by another securitization and backed by a Serviced Pari Passu Companion Loan.


 


“Serviced Pari Passu
Mortgage Loan”: 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 and footnotes 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.


 




    	 	-108-	 



     


    

 


“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,
there is no Serviced Subordinate Companion Loan related to the Trust as of the Closing Date.


 


“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 REO Property (other than an REO Property related
to a Non-Serviced Mortgage Loan),


 




    	 	-109-	 



     


    

 


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 0.00125% (except for
the Inland Self Storage Michigan Portfolio Companion Loan and the Weston South Carolina Industrial Portfolio Companion Loan) and
(B) the Inland Self Storage Michigan Portfolio Companion Loan and the Weston South Carolina Industrial Portfolio Companion Loan,
a per annum rate equal to 0.01000%, 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 (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,


 




    	 	-110-	 



     


    

 


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; (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


 




    	 	-111-	 



     


    

 


that the holder of such Servicing
Shift Control Note provides each of the parties to this Agreement (in each case only to the extent such party will not also be
a party to the related Non-Serviced PSA) with notice in accordance with the terms of the related Intercreditor Agreement that such
Servicing Shift 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. For the avoidance of doubt, there are no Servicing Shift Whole Loans related to the Trust.


 


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


 


“Servicing Transfer
Event”: With respect to any 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
and the Special Servicer on or before the due date of such Balloon Payment, a written and fully executed (subject only to customary
final closing conditions) refinancing commitment from an acceptable lender reasonably satisfactory in form and substance to the
Master Servicer and the Special Servicer (and the Master Servicer or such Special Servicer, as applicable, shall promptly forward
such commitment to the Special Servicer or the Master Servicer, as applicable) which provides that such refinancing will occur
within 120 days after the date on which such Balloon Payment will become due (provided that if either (x) such
refinancing does not occur before the expiration of the time period for refinancing specified in such refinancing commitment 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,
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


 




    	 	-112-	 



     


    

 


Balloon Payment)
required under the related Mortgage Note or the related Mortgage, which failure has continued unremedied for sixty (60) days;
or


 


(iii)       the
Master Servicer determines (in accordance with the Servicing Standard) or receives from the Special Servicer a written determination
of the Special Servicer (which determination the Special Servicer shall make in accordance with the Servicing Standard and (A) with
the consent of the Directing Certificateholder (other than with respect to an Excluded Loan), 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 a written and fully executed (subject only to
customary final closing conditions) refinancing commitment from an acceptable lender reasonably satisfactory in form and substance
to the Master Servicer and the Special Servicer (and the Master Servicer or the Special Servicer, as applicable, shall promptly
forward such commitment to the Special Servicer or Master Servicer, as applicable) which provides that such refinancing 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 Assumed Scheduled Payments prior to such a refinancing or (B) such refinancing
is not


 




    	 	-113-	 



     


    

 


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 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 and the RR Interest Owner (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;


 




    	 	-114-	 



     


    

 


(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
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 and the RR Interest Owner (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; or


 


(x)       a
default occurs beyond any applicable grace period or cure period under a Payment Accommodation with respect to any Mortgage Loan
or Serviced Whole Loan, as determined by the Special Servicer in its sole and absolute discretion in accordance with the Servicing
Standard.


 


provided that any Mortgage Loan (excluding
any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan shall be a Specially Serviced Loan
so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any Serviced Companion Loan becomes a
Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced Loan. If any Serviced Mortgage
Loan becomes a Specially Serviced Loan, any related Serviced Companion Loan shall also become a Specially Serviced Loan. With
respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the
Non-Serviced PSA. For the avoidance of doubt, and for purposes of clauses (ii), (iii), (iv), (vii)
and (ix) above, neither (i) a Payment Accommodation with respect to any Mortgage Loan or Serviced Whole Loan nor (ii) any
default or delinquency that would have existed but for such Payment Accommodation shall constitute a Servicing Transfer Event,
for so long as the related Mortgagor is complying with the terms of such Payment Accommodation.


 


“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.


 




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“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).


 


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of a Definitive Certificate
holding 100% of the then-outstanding Class F and Class G Certificates; provided, however, that the Certificate Balances
of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates
have been retired.


 


“Special Notice”:
As defined in Section 5.06.


 


“Special Servicer”:
Rialto Capital Advisors, LLC and its successors in interest and assigns, or any successor special servicer appointed as provided
herein (including with respect to any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant
to Section 7.01(g) of this Agreement, as applicable, and as the context may require).


 


“Special Servicer
Decision”: Each of the following:


 


(i)       approval
of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements);


 


(ii)       subject
to the proviso at the end of this definition, consent to actions and releases related to condemnation of parcels of a Mortgaged
Property;


 


(iii)      any
requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”,
“earn-out”, “holdback” or similar escrows or reserves, including the funding or disbursement of any such
amounts with respect to any Mortgage Loan, but excluding, as to Mortgage Loans that are not Specially Serviced Loans, any routine
and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance-related criteria or lender
discretion is not required or permitted pursuant to the terms of the related Mortgage Loan documents (for the avoidance of doubt,
any request with respect to a Mortgage Loan that is not a Specially Serviced Loan for Routine Disbursements or any other funding
or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer, shall not constitute a Special Servicer
Decision; provided, however, that in the case of any Mortgage Loan whose escrows, reserves, holdbacks and related
letters of credit exceed, in the aggregate, at the related origination date, 10% of the initial principal balance of such Mortgage
Loan (which Mortgage Loans are identified on Schedule 3 hereto), no such funding or disbursement of such escrows, reserves,
holdbacks or letters of credit shall be deemed to constitute a Routine Disbursement, and shall instead constitute Special Servicer
Decisions, except for the routine funding of tax payments and insurance premiums when due and payable (provided that the
Mortgage Loan is not a Specially Serviced Loan));


 




    	 	-116-	 



     


    

 


(iv)      requests
to incur additional debt in accordance with the terms of the Mortgage Loan documents;


 


(v)       subject
to the proviso at the end of this definition, any approval 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, 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;


 


(vi)       determining
whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, amendment or subordination,
non-disturbance and attornment agreement or entry into a new Ground Lease; and


 


(vii)       other
than with respect to a Ground Lease, 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 the lesser of (1) 30% of the net rentable area of the improvements at the Mortgaged
Property and (2) 30,000 square feet of the improvements at the Mortgaged Property; provided that the Special Servicer will
be required to reach a decision on any such Special Servicer Decision within twenty (20) Business Days of its receipt from the
Mortgagor of all information reasonably requested by the Special Servicer in order to process the Special Servicer Decision (such
twenty (20) Business Days being inclusive of the five (5) Business Day period within which the Directing Certificateholder is
required to grant or withhold its consent);


 


provided that, with respect to a Non-Specially
Serviced Loan, if the Special Servicer determines (a) with respect to clause (ii) above, that a condemnation is not with respect
to a material parcel or a material income producing parcel and that such condemnation does not materially affect the use or value
of the related Mortgaged Property or the ability of the related borrower to pay amounts due in respect of the related Mortgage
Loan or Companion Loan when due, or (b) with respect to clause (v) above that an easement or right of way will not materially
affect the use or value of a Mortgaged Property or a borrower’s ability to make payments with respect to the related Mortgage
Loan or any related Companion Loan, it shall provide written notice of such determination to the Master Servicer, in which case,
the Master Servicer shall process such decision and such decision shall be deemed to be a Master Servicer Decision not a Special
Servicer Decision; provided, further, that the Special Servicer shall make any such determination and provide any
such notice within two (2) Business Days of its receipt of a request related to any such decision.


 


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee payable
to the Special Servicer pursuant to Section 3.11(b).


 




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“Special Servicing
Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on
a loan by loan basis, (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 $4,000
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 $4,000, for such month with respect to such
Specially Serviced Loan or REO Loan.


 


“Specially Serviced
Loan”: As defined in Section 3.01(a).


 


“Sponsors”:
The Mortgage Loan Sellers.


 


“Startup Day”:
The day designated as such in Section 10.01(b).


 


“Stated Principal
Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off
Date Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added to the Trust,
the unpaid principal balance of such Mortgage Loan after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, whether or not received) minus (y) the sum of:


 


(i)       the
principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced
by the Master Servicer;


 


(ii)       all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution);


 


(iii)       the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and Liquidation
Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage
Loan, after the Due Date in the related month of substitution); and


 


(iv)       any
reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of
such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period
for the most recent Distribution Date.


 




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With respect to any REO Loan
that is a successor to a Mortgage Loan, as of any date of determination, the Stated Principal Balance shall be an amount equal
to (x) the Stated Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus
(y) the sum of:


 


(i)       the
principal portion of any P&I Advance made with respect to such REO Loan; and


 


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


 


A Mortgage Loan or an REO
Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal
Balance until the Distribution Date on which the payments or other proceeds, if any, received in connection with a Liquidation
Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.


 


With respect to each Companion
Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion Loan
as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal the sum of the Stated
Principal Balances of the related Mortgage Loan and the related Companion Loan(s), as applicable, on such date.


 


With respect to any REO Loan
that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the
Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the
principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.


 


“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.


 


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


 


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


 


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


 


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


 




    	 	-119-	 



     


    

 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer (including,
for the avoidance of doubt, each Initial Sub-Servicer and any primary 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 as provided in Section 3.20.


 


“Substitution Shortfall
Amount”: With respect to a substitution pursuant to Section 2.03(b), an amount equal to the excess, if any, of
the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the Stated Principal Balance
of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal and interest due during
or prior to the month of substitution. In the event that one or more Qualified Substitute Mortgage Loans are substituted (at the
same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall Amount shall be
determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s) being replaced
and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


“Surviving Entity”:
As defined in Section 6.03(b).


 


“Tax Returns”:
The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit
(REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income
or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification
as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099, as applicable,
or any successor forms to be filed on behalf of the Grantor Trust, together with any and all other information, reports or returns
that may be required to be furnished to the Certificateholders or the RR Interest Owner or filed with the Internal Revenue Service
or any other governmental taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax
Law.


 


“Temporary Regulation
S Book-Entry Certificate”: As defined in Section 5.02(a).


 


“Termination Purchase
Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included in the
Trust Fund, (2) the Appraised Value (which fair market value for any REO Property may be less than the Purchase Price for the corresponding
REO Loan) 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,


 




    	 	-120-	 



     


    

 


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).


 


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


 


“Transfer Restriction
Period”: The period from the Closing Date to the earlier of (a) the latest of (i) the date on which the aggregate principal
balance of the Mortgage Loans has been reduced to 33.0% of the total unpaid principal balance of the Mortgage Loans as of the Cut-off
Date; (ii) the date on which the total outstanding Certificate Balance of the Principal Balance Certificates has been reduced to
33.0% of the aggregate outstanding Certificate Balance of the Principal Balance Certificates as of the Closing Date; or (iii) two
years after the Closing Date; and (b) the date that the Risk Retention Rules applicable to a Holder of the Class RR Certificates
is withdrawn or repealed in its entirety as it relates to this securitization or the Class RR Certificates; provided that
the termination of the Transfer Restriction Period shall not be effective without the written consent of the Retaining Sponsor.


 


“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, there will be no
Transferable Servicing Interest with respect to each Mortgage Loan and all references in this Agreement to “Transferable
Servicing Interest” shall be disregarded.


 


“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-C7”.


 


“Trust Fund”:
The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time
to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced


 




    	 	-121-	 



     


    

 


Whole Loan, the interests
of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein)
or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related
Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein);
(v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the Insurance Policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and
any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or
lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest
therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s
interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier
REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve
Account, the Non-VRR Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Non-VRR Gain-on-Sale Reserve
Account), the VRR Interest Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such VRR Interest 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 VRR Upper-Tier 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-Related Litigation”:
As defined in Section 3.32.


 


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


 


“Trustee”:
Wilmington Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided (including, as applicable, any agents or affiliates utilized thereby).


 


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included
as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan
or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $290 per month and shall be paid as a
portion of the Certificate Administrator Fee.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 




    	 	-122-	 



     


    

 


“UCC Financing Statement”:
A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Underwriters”:
Barclays Capital Inc., KeyBanc Capital Markets Inc., SG Americas Securities, LLC, Natixis Securities Americas LLC, Bancroft Capital,
LLC and Academy Securities, Inc.


 


“Uninsured Cause”:
Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable
by the hazard Insurance Policies or flood Insurance Policies required to be maintained pursuant to Section 3.07.


 


“United States Securities
Person”: Any “U.S. person” as defined in Rule 902(k) of Regulation S.


 


“Unliquidated Advance”:
Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance
hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (iii)
and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise from collections on or
the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.


 


“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, any amount related
to the Loss of Value Payments to the extent that such amount was transferred into the Collection Account during the related Collection
Period, accrued interest on Advances and other additional expenses of the Trust incurred in connection with the related Mortgage
Loan) and, if applicable, REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related
Determination Date, but in each case only to the extent that such principal portion represents a recovery of principal for which
no advance was previously made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


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


 


“Upper-Tier REMIC”:
One of the REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests and such amounts as shall
from time to time be held in the Upper-Tier REMIC Distribution Account.


 


“Upper-Tier REMIC
Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained
by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders,
which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2020-C7, Commercial
Mortgage Pass-Through Certificates, Series 2020-C7, and the RR Interest Owner, Upper-Tier REMIC Distribution Account”. Any
such account or accounts shall be an Eligible Account.


 




    	 	-123-	 



     


    

 


“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 and the Class RR 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 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 and the Class RR 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. None of the Class R and Class S Certificates nor the RR Interest will be entitled to
any Voting Rights.


 


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


 


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


 


“VRR Interest”:
The RR Interest and/or the Class RR Certificates, as applicable.


 


“VRR Interest Balance”:
The Certificate Balance of the Class RR Certificates and/or the RR Interest Balance of the RR Interest, as applicable.


 




    	 	-124-	 



     


    

 


“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 VRR Interest Owners under the Pooling and Servicing Agreement for the BBCMS Mortgage Trust
2020-C7, Series 2020-C7 – VRR Interest Distribution Account,” and which must be an Eligible Account or a sub-account
of an Eligible Account. The VRR Interest Distribution Account shall not be an asset of either Trust REMIC, but rather shall be
an asset of the Grantor Trust.


 


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


 


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


 


“VRR Interest 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 VRR Interest
Owners, which shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the VRR Interest Owners under the Pooling and Servicing Agreement for
the BBCMS Mortgage Trust 2020-C7 VRR Interest Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account
or a subaccount of an Eligible Account.


 


“VRR Interest Owner”:
Any Person who owns the RR Interest or the Class RR Certificates, as identified to the Certificate Administrator in writing. SGFC
is the RR Interest Owner as of the Closing Date, and each of Barclays Bank PLC and KeyBank is a Holder of the Class RR Certificates
as of the Closing Date. Until it receives notice to the contrary in the form of both Exhibit D-3 and Exhibit D-4
or Exhibit D-5 and Exhibit D-6, as applicable, hereto pursuant to Section 5.03(i), the Certificate Administrator
shall be entitled to rely on the preceding sentence with respect to the identity of the VRR Interest Owners and, thereafter, the
Certificate Administrator shall be entitled to rely on the most recent notification in the form of notice of the new owner and
submission of both Exhibit D-3 and Exhibit D-4 or Exhibit D-5 and Exhibit D-6, as applicable, hereto
pursuant to Section 5.03(i) with respect to the identity of the VRR Interest Owners.


 


“VRR Interest Rate”:
With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate for such Distribution
Date.


 


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


 




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


 


“VRR Percentage”
A fraction, expressed as a percentage, the numerator of which is the initial VRR Interest Balance of the VRR Interest, and the
denominator of which is the aggregate initial Certificate Balance of all of the Classes of Principal Balance Certificates and the
VRR Interest Balance of the VRR Interest.


 


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


 


“VRR Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (i) the aggregate VRR Interest Balance, after giving effect
to distributions of principal on such Distribution Date, exceeds (ii) the product of (a) the 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.


 


“VRR Realized Loss
Interest Distribution Amount”: With respect to any Distribution Date and the VRR Interest, an amount equal to the product
of (a) the VRR Allocation Percentage and (b) the aggregate amount of interest on unreimbursed Realized Losses distributed
to the holders of the Non-VRR Certificates according to Section 4.01(a)(iii), (vi), (ix), (xii), (xv),
(xviii), (xxi) and (xxiv) on such Distribution Date.


 


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


 


“Weighted Average
Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates
of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period, weighted
on the basis of their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to
any payments received during any applicable Grace Period).


 


“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.


 




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“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, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or
before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“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 1.00% of each collection (other
than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would be
paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments
(other than those included in clause (i) or (ii) of this definition) at maturity or on the Anticipated Repayment
Date, received on each Corrected Loan for so long as it remains a Corrected Loan.


 


“XML”:
Extensible Markup Language.


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context
requires, by a 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 1.02Certain
Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates and
the RR Interest and the rights and obligations of the parties hereto, the following provisions shall apply:


 




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(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 Certificates and
the RR Interest, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied
in accordance with the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding
principal balance of such Mortgage Loan, on which interest accrues.


 


(iii)       Any
reference to the Certificate Balance of any Class of Principal Balance Certificates or the VRR Interest Balance of the VRR Interest
on or as of a Distribution Date shall refer to the Certificate Balance of such Class of Principal Balance Certificates or the VRR
Interest Balance on such Distribution Date after giving effect to (a) any distributions made on the immediately preceding
Distribution Date pursuant to Section 4.01, and Section 4.01(c), (b) any Realized Losses allocated to such Class
of Principal Balance Certificates or the VRR Interest Balance on the immediately preceding Distribution Date pursuant to Section
4.04, and (c) any recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were
previously reimbursed from principal collections on the related Mortgage Loans, that resulted in a reduction of the Aggregate Principal
Distribution Amount, which recoveries are allocated to such Class of Principal Balance Certificates and the VRR Interest on the
immediately preceding Distribution Date and added to the Certificate Balance or the VRR Interest Balance, as applicable, pursuant
to Section 4.04(a).


 


(iv)       Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale by the Special Servicer of a Defaulted
Loan, the highest of (x) the rate determined by the Master Servicer or the Special Servicer, as applicable, that approximates
the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date
of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan based on its outstanding
principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all
other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update
of such Appraisal) of the related Mortgaged Property.


 


(v)       Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent


 




    	 	-128-	 



     


    

 


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 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; CREATION OF rr INTEREST


 


Section 2.01Conveyance
of Mortgage Loans. (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, the RR Interest Owner and the Trustee (as holder of the
Lower-Tier 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, (ii) Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and
5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13,
14, 15, 17 and 18 of each of the 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; (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 


 




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extent
of the Depositor’s interest therein); (ix) any letters of credit, indemnities, guaranties or lease enhancement policies
given as additional security for any related Mortgage Loans (to the extent of the Depositor’s interest therein); (x) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Depositor’s interest
therein), amounts on deposit in the Collection Account (to the extent of the Depositor’s interest therein), the Lower-Tier
REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Non-VRR Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such Non-VRR Gain-on-Sale
Reserve Account), the VRR Interest Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such VRR Interest
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; and (xiii) the proceeds of the foregoing (other than any
interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the
extent such interest belongs to the related Mortgagor and any Retained Defeasance Rights and Obligations with respect to the Mortgage
Loans) (collectively, the “Conveyed Property”). Such assignment
includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than
(i) payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments
of principal collected on or before the Cut-off Date; (iii) with respect to those Mortgage Loans that were closed in June
2020 but have their first Due Date in July 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 KeyBank, Natixis or RREF is the related
Mortgage Loan Seller). The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute
and, notwithstanding Section 13.07, is intended by the parties to constitute
a sale. In connection with the assignment to the Trustee of Sections 2, 3, 4 (other than Section 4(c), (d), (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, it is intended that the Trustee get the benefit of Sections 10, 13
and 15 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts
to make available to the Trustee the benefits of Sections 10, 13 and 15 in connection therewith.


 


(b)       In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and
hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
Agreement to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the
Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in
clause (i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has
been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition
of “Mortgage File”) and (B) on or before the date that is 45 days following the Closing Date (or such later
date as may be provided under Section 2.01(b) and (c) hereof with regard to any item), the remainder of the Mortgage
File for each Mortgage Loan (which delivery shall be subject to clause (e) and clause (f) of the first proviso
to the definition of “Mortgage File”) and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan
as of the Closing Date, any other items required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement
(other than amounts from reserve accounts and originals of letters of credit, which shall be transferred to the Master Servicer)
for each Mortgage Loan. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan,
the original Mortgage Note, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)
shall be deemed to have been satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such
Mortgage Note, together with an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the


 




    	 	-130-	 



     


    

 


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 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


 




    	 	-131-	 



     


    

 


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, “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of BBCMS Mortgage Trust 2020-C7, Commercial
Mortgage Pass-Through Certificates, Series 2020-C7, and the RR Interest Owner”), 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), 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 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


 




    	 	-132-	 



     


    

 


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 conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or
recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all
such Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b).
Except under the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of a Non-Serviced
Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will,
promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage
Loan Seller’s actual receipt of the related documents and the necessary recording and filing information) cause to be submitted
for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements,
as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in
the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee following recording
or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian
or its designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be
deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be
delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If any
such document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction
in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be,
because of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller
or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter
the related Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause
the same to be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not
received confirmation of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage
Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related
Mortgage Loan Seller’s expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian,
the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable
jurisdiction and of the records of the offices of the applicable


 




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Secretary of State for confirmation
that the Assignment appears in such records and retain a copy of such confirmation in the related Mortgage File. In the event that
confirmation of the recording or filing of an Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller,
as applicable, shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment
and request the preparation of a new Assignment. The related Mortgage Loan Seller shall pay the expenses for the preparation of
replacement Assignments for any Assignments which, having been properly submitted for filing or recording to the appropriate governmental
office by the Custodian, fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement
to record any assignment to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage
File,” or to file any UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,”
in those jurisdictions where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage
Loan Seller) acceptable to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s
interest in the related Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan
Seller, the Master Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


 


(d)       All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in 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, 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
benefit of the Certificateholders and the RR Interest Owner (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


 




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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)       [RESERVED].


 


(h)       Each
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan Seller
shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence
Files to the Designated Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty
(60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide the Depositor a certificate (with a copy
(which may be sent by e-mail) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Custodian, the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor) certifying that the
electronic copies of the documents and information uploaded to the Designated Site constitute all documents and information required
under the definition of “Diligence File” and such Diligence Files are organized and categorized in accordance with
the electronic file structure reasonably agreed to by the Depositor and the applicable Mortgage Loan Seller (the “Diligence
File Certification”).


 


(i)       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 ssreports@wellsfargo.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


 




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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 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 2.02Acceptance
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 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


 




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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 the RR Interest Owner (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),
the Trustee, the Certificate Administrator, the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage
Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except
as specifically identified in any exception report annexed to such writing (the “Custodial Exception Report”),
(i) subject to the first proviso of the definition of “Mortgage File” herein and Section 2.01, all documents
specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii),
if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents
delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their
face and appear to be executed and to relate to such Mortgage Loan, and (iii) based on such examination and only as to the
foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv),
(vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct. With respect to each Mortgage
Loan listed on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan together with the nature
of such exception (in the form reasonably acceptable to the Custodian and the related Mortgage Loan Seller and separating items
required to be in the Mortgage File but never delivered from items which were delivered by the related Mortgage Loan Seller but
are out for filing or recording and have not been returned by the filing office or the recorder’s office).


 


(c)       The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the first proviso of the definition of “Mortgage File” herein and
Section 2.01, all documents specified in clauses (i) through (v), (viii), (ix), (xi),
(xii)


 




    	 	-137-	 



     


    

 


and (xiii), if any,
of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered
or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and
appear to be executed and relate to such Mortgage Loan, if applicable, and (iii) based on such examination and only as to
the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv),
(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, only prior to the occurrence and continuance of a Control Termination Event), and the Special Servicer
may, in accordance with the Servicing Standard, after the occurrence and during the continuance of a Control Termination Event,
permit the related Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with
the Master Servicer an amount, to be held in trust in a segregated Eligible Account (which may be a sub-account of the Collection
Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan (in the alternative, the related Mortgage
Loan Seller may deliver to the Master Servicer a letter of credit in such amount, with a copy to the Custodian). Such funds or
letter of credit, as applicable, shall be held by the Master Servicer (i) until the date on which the Custodian determines
and notifies the Master Servicer that such Material Defect has been cured or the related Mortgage Loan is no longer part of the
Trust Fund, at which time the Master Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller,
or (ii) until the 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, defending any claim asserted by any Mortgagor or third party with respect to the related
Mortgage Loan, establishing the validity or priority of any lien on collateral securing the related Mortgage 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 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 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


 




    	 	-138-	 



     


    

 


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, is beneficially owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall
remain liable for any taxes payable on income or gain with respect thereto.


 


(e)       It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether
any of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition
of “Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person
(unless identified on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments,
certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable,
duly authorized, sufficient to perfect and maintain the perfection of a security interest or appropriate for the represented purpose
or that they are other than what they purport to be on their face and, with respect to the documents specified in clause (viii)
of the definition of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether
all endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement
document has been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced
in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian
as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one 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


 




    	 	-139-	 



     


    

 


2.01(c), not to have
been delivered, (3) to contain information that does not conform in any material respect with the corresponding information
set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect” in the related
Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event later than ninety
(90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing a Custodial
Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such Defect (in a form reasonably
acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered
from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have not been returned by
the recorder’s office or filing office).


 


(g)       If
the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person
for a Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase
Request, a “15Ga-1 Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the
extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1
Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase
Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer
or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic
format so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business Day) of such
15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”)
to the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor,
in each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 


Each 15Ga-1 Notice shall
include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received by the
Repurchase Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase Request
Recipient, as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase
Request), (iv) the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase
Request Recipient as to whether it currently plans to pursue such 15Ga-1 Repurchase Request.


 


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


 




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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-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7 requiring action by you as the
‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1 Repurchase Request by the Master Servicer
or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such 15Ga-1
Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.02(g) with respect to such
15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue of this provision, be required to provide any notice other
than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage File.


 


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


 


(i)       The
Depositor is a 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 in accordance with this
Agreement;


 




    	 	-141-	 



     


    

 


(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 the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required for
the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)       There
is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any court
or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the
Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)       The
Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the Mortgage
Loans have been validly transferred to the Trust.


 


(b)       After
receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan Seller,
not later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the
applicable Mortgage Loan Seller’s receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan
Seller’s discovery of such Material Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan
not being a Qualified Mortgage, the earlier of (x) discovery by the related Mortgage Loan Seller or any party to this
Agreement of such Material Defect and (y) receipt of notice of the Material Defect from any party to this Agreement
(such ninety (90) day period, the “Initial Cure Period”), (A) cure such Material Defect in all
material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable
additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the affected
Mortgage Loan or 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


 




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Loan or REO Loan (or, in
the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) (provided that in no
event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the Master Servicer for
deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith and in conformity with the applicable
Mortgage Loan Purchase Agreement and this Agreement; provided, however, that except with respect to a Material Defect
resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s
title insurance required pursuant to clause (viii) of the definition of Mortgage File by a date not later than eighteen
(18) months following the Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial
Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material
Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days
commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90) day period, the “Extended
Cure Period”) to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or 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 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 , 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 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 shall be repurchased or substituted for
without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased,
the funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller (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


 




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deposit into the Collection
Account. In the event the Special Servicer is required to enforce the Repurchase Request related to a Non-Specially Serviced Loan
under this Section 2.03(b), within five (5) days of request by the Special Servicer, the Master Servicer shall deliver to
the Special Servicer a copy of the Servicing File with respect to any such Non-Specially Serviced Loan.


 


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment
pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special Servicer, on behalf of the
Trust (and, with respect to any Mortgage 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, the amount of such Loss of Value Payment
shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g) of this Agreement.
In connection with any Loss of Value Payment with respect to any Non-Specially Serviced Loan, the Master Servicer shall promptly
provide the Special Servicer, but in any event within the time frames and in the manner provided in Section 3.19 (as if
such Mortgage Loan were subject to a Servicing Transfer Event), with the Servicing File and all information, documents and records
relating to such Non-Specially Serviced Loan and any related Serviced Companion Loan, either in the Master Servicer’s possession
or otherwise reasonably available to the Master Servicer, and reasonably required by the Special Servicer to permit the Special
Servicer to calculate the Loss of Value Payment, to the extent set forth in Section 3.19 (as if such Mortgage Loan were
subject to a Servicing Transfer Event). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to
the Special Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations Reviewer attributable
to the Asset Review of such Mortgage Loan 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, the RR Interest Owner and
the Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise
cure such Material Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances.
This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the
Special 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 Special 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), (ii) such Loss of Value Payment
shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a
Mortgage Loan not constituting a Qualified Mortgage) 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.


 




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If any Breach that constitutes
a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage
Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under
such Mortgage Loan document(s), then the related Mortgage Loan Seller 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;
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, that 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 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 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 being repurchased or replaced after the related Cut-off Date and received by the Master Servicer or the Special
Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund.
Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in
the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced and received
by the Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall
not be part of the Trust Fund and are to be remitted by the Master Servicer (or 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 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


 




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Custodial Exception Report),
(iii) such Material Defect does not relate to the applicable Mortgage 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 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 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, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or, in the case of a Joint Mortgage
Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) if (i) the affected Mortgaged Property may be released
pursuant to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property is,
in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage
Loan documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such release in lieu of repurchase
would not (A) cause either Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax upon either
Trust REMIC or the Trust and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


(c)       Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to be deemed
to have a Material Defect: (i) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage
File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face;
(ii) the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there
is included in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and
a certificate from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (iii) the
absence from the Mortgage File of the item called for by clause (viii) of the definition of “Mortgage File”;
(iv) the absence from the Mortgage File of any intervening assignments required to create a complete chain of assignments
to the Trustee on behalf of the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence
of recording thereon or a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that
the original intervening assignments were sent for filing or recordation, as applicable; (v) the absence from the Mortgage
File of any required letter of credit; or (vi) with respect to any related leasehold Mortgage Loan, the absence from the
related Mortgage File of a copy (or an original, if available) of the related Ground Lease; provided, however, that
no Defect (except the Defects previously described in sub-clauses (ii)


 




    	 	-146-	 



     


    

 


through (vi) of this
Section 2.03(c)) shall be considered to materially and adversely affect the value of the related Mortgage Loan, the value
of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with respect to which
the Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the
related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan,
establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan or for any immediate significant
servicing obligation; provided, further, that no Defect relating to any Non-Serviced Mortgage Loan previously described
in sub-clauses (ii) through (vi) of this Section 2.03(c) shall be considered to materially and adversely
affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders
unless the related Mortgage Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with
respect to which the Defect exists within a reasonable period after receiving such notice or otherwise establish that the original
or copy, as applicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to
the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions
or a binding commitment to issue a lender’s title insurance policy, as provided in clause (viii) of the definition
of “Mortgage File” herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not
be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian not later
than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller
has otherwise complied with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement,
in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document that is part of the
Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document,
the fact that such document is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan
Seller pursuant to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian
shall be liable for any such loss to the extent provided for in Section 8.01.


 


(d)       In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by
this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan
possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other
than attorney-client communications that are privileged communications), and each document that constitutes a part of the Mortgage
File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be to the applicable Mortgage
Loan Seller 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 or its designee the legal and beneficial ownership of such repurchased or substituted Mortgage
Loan (including property acquired in respect thereof and proceeds of any insurance policy with respect thereto) and the related
Mortgage Loan documents.


 




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(e)       Section 5
of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders and the RR Interest
Owner (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 or 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, the RR Interest Owner and the Trustee (as holder of the Lower-Tier
Regular Interests), enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase
Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in the
best interest of the Certificateholders in accordance with the Servicing Standard. Any costs incurred by the Enforcing 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 Special Servicer 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 and is reimbursable thereunder, such Mortgage Loan Seller shall have
a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such
expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to
this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate, fees owed to the Master Servicer or the Special Servicer, and unpaid or unreimbursed expenses of the
Trustee, the Certificate Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan.
The Enforcing Servicer shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent
with the Servicing Standard, but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan
Seller; provided, however, that the Enforcing Servicer determines in the exercise of its sole discretion consistent
with the Servicing Standard that such actions by it will not impair the Enforcing Servicer’s collection or recovery of principal,
interest and other sums due with respect to the


 




    	 	-148-	 



     


    

 


related Mortgage Loan that
would otherwise be payable to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders
pursuant to the terms of this Agreement; provided, further, that the Special Servicer may waive the collection of
amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)       If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section
2.03 and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying
Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be
deemed to constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes
of this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying Loan(s)
in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy
the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage
Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either to repurchase
or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase
or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral
or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance
with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding Stated Principal
Balances. Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage
Loans shall remain in full force and effect without any modification thereof.


 


(i)       Notwithstanding
the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor
may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased pursuant
to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in
connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s
expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such
partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to
the Mortgage prepared and executed in connection with such partial release.


 


(j)       With
respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute
for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while the Trustee
continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller
and the Enforcing Servicer, on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage
Loan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary Collateral but each will be permitted
to exercise remedies against the Primary Collateral securing its respective related


 




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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.


 


(k)       (i)  In
the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage Loan
be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the Enforcing Servicer and 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 (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 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”)
and the Enforcing Servicer shall promptly send the PSA Party Repurchase Request to the related Mortgage Loan Seller. 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 applicable 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 Master Servicer or the Special 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.


 




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(l)       (i)  After
a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was
initiated by an Initial Requesting Certificateholder, a party to this Agreement or the Directing Certificateholder), 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 and the RR Interest Owner 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 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 


 




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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 Class
RR Certificates 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 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


 




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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, RR Interest Owner 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 and the RR Interest
Owner 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 Special Servicer for mediation or arbitration, to the extent not agreed to be paid by the Enforcing
Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case of arbitration)
shall be reimbursable as a Servicing Advance.


 


(n)       If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(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


 




    	 	-155-	 



     


    

 


which they intend
to rely and all documents they reasonably and in good faith believe to be relevant to the claims or defenses asserted by any of
the parties, (B) party witness depositions (excluding Rule 30b-6 witnesses), and (C) expert witness depositions,
provided that the arbitrator shall have the ability to grant the parties, or either of them, additional discovery to the
extent that the arbitrator determines good cause is shown that such additional discovery is reasonable and necessary.


 


(vi)       The
arbitrator shall make its final determination no later than 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 shall 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 certified 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,


 




    	 	-156-	 



     


    

 


including all offers,
promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve
any Repurchase Request, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation,
arbitration or litigation, or other proceeding (including any proceeding under this Section 2.03). Such information will
be kept strictly confidential and shall not be disclosed or shared with any third party (other than a party’s attorneys,
experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under
this Section 2.03), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution
procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for
such confidential information, the recipient shall 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 and the RR Interest Owner 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).


 




    	 	-157-	 



     


    

 


(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 2.04Execution
of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment to it of the Mortgage
Loans and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the Mortgage Files and a fully
executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the
other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, (i) in
exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier REMIC, receipt of
which is hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest
to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust (as described in Section 2.05 below);
(iii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC;
(iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused
the Certificate Administrator to issue the Class UR Interest and 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 VRR Upper-Tier
Regular Interests and the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such
Certificates in authorized Denominations and the RR Interest evidencing the entire beneficial ownership of the Upper-Tier REMIC
(and in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest) and (v) the Trustee acknowledges
that it has caused the Certificate Administrator to issue the VRR Interest and Class S Certificates and has caused the Certificate


 




    	 	-158-	 



     


    

 


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 2.05Creation
of the Grantor Trust. The portions of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, undivided beneficial
ownership of which will be represented by the Class S Certificates, and the VRR Interest Specific Grantor Trust Assets, undivided
beneficial ownership of which will be represented by the VRR Interest, 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 3.01Administration
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 and the 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 the RR Interest Owner and, in the case of the Serviced Companion Loans, the Companion Holders
and the Trustee (as holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate or
pari passu nature of such Companion Loans (as determined by the Master Servicer or the Special Servicer, as the case may
be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced
Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective
Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu nature
of the Companion Loan. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the related
Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in no event shall the Master
Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance with the terms
of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the case may be, to violate the
Servicing Standard or the REMIC Provisions. To the extent consistent with the foregoing, the Master Servicer and the Special Servicer
shall service the 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


 




    	 	-159-	 



     


    

 


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 and the RR Interest Owner (as a collective whole
as if such Certificateholders and the RR Interest Owner constituted a single lender) (and in the case of any Whole Loan, the best
interests of the Trust, the Certificateholders, the RR Interest Owner and any related Companion Holder (as a collective whole as
if such Certificateholders, the RR Interest Owner 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.


 


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, Special Servicer Decision or Payment Accommodation and
(ii) any REO Properties (other than the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall


 




    	 	-160-	 



     


    

 


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 the RR Interest Owner 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 and the RR Interest Owner in respect of a Mortgage Loan at any time after a determination
of present value recovery is less than the amount reflected in such determination.


 


(b)       Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and applicable
law, each of the Master Servicer and the Special Servicer shall have full power and authority, acting alone or, subject to Section
3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and
administration for


 




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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), the RR Interest Owner 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 that it is servicing any reports required to be provided
to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10, the Trustee shall (i) on the Closing
Date, furnish to the Master Servicer and the Special Servicer original powers of attorney in the form of Exhibit R-1 or
Exhibit R-2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer
or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the Master Servicer or the
Special Servicer any powers of attorney substantially in the form of Exhibit R-1 or Exhibit R-2 attached hereto,
as applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable)
and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry
out its servicing and administrative duties hereunder; provided, however, that the Trustee shall not be held responsible
or liable for any acts of the Master Servicer or the Special Servicer, or for any negligence with respect to, or misuse of, any
such power of attorney by the Master Servicer or the Special Servicer. Notwithstanding anything contained herein to the contrary,
the Master Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s written consent: (i) initiate
any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or the Special
Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction
in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided
that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written
notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required
in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard)
prior to filing such action, suit or proceeding), and shall not be required to


 




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obtain the Trustee’s
consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity)) or (ii) take
any action with the intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any
state.


 


(c)       To
the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related 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


 




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in Section 2.01(b))
for the benefit of the Certificateholders and the RR Interest Owner and any related Companion Holders shall be the 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
and the RR Interest Owner. 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.


 


The Master Servicer acknowledges
that any letter of credit held by it shall be held in its capacity as Master Servicer of the Trust. If the Master Servicer sells
its rights to service the applicable Mortgage Loan, the Master Servicer shall assign the applicable letter of credit (i) to the
Trust at the expense of the Master Servicer or (ii) with respect to any Specially Serviced Loan at the direction of the Special
Servicer to such party as the Special Servicer may instruct at the expense of the Special Servicer. Subject to Section 6.04,
the Master Servicer (solely with respect to clause (i) of the prior sentence) or the Special Servicer (solely with respect
to clause (ii) of the prior sentence) shall indemnify the Trust for any loss caused by the ineffectiveness of such assignment
as a result of the Master Servicer’s or the Special Servicer’s, as applicable, negligence.


 


(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


 




    	 	-164-	 



     


    

 


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 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.


 




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(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.


 


(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,


 




    	 	-166-	 



     


    

 


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 and the RR Interest Owner with respect to each Non-Serviced Mortgage Loan is dependent
on its receipt of the corresponding information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced
Special Servicer.


 


(p)       Nothing
contained in this Agreement shall limit the ability of the Master Servicer or the Special Servicer to lend money to (to the extent
not secured, in whole or in part, by any Mortgaged Property), accept deposits from or otherwise generally engage in any kind of
business or dealings with any Mortgagor as though the Master Servicer or the Special Servicer was not a party to this Agreement
or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify or supersede the
Servicing Standard.


 


Section 3.02Collection
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


 




    	 	-167-	 



     


    

 


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.


 


(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 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


 




    	 	-168-	 



     


    

 


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);


 


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 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 , to the extent required under the Mortgage Loan documents,
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);


 




    	 	-169-	 



     


    

 


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 LTV Ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would exceed
125% following any partial release (based solely on the value of real property and excluding personal property and going concern
value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an Opinion of Counsel to the Trustee)
shall 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 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


 




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into account any
allocations pursuant to clause fifth below or clause fifth of the prior paragraph on earlier dates,
the aggregate portion of the accrued and unpaid interest described in sub-clause (i) of this clause third that
either (A) (x) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such
Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued
and unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance,
the amount of interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made) would
not have been advanced because of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have
occurred in connection with related Appraisal Reduction Amounts, or (B) accrued at the related Net Mortgage Rate on the portion
of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to
time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of
principal of such Mortgage Loan to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of
the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such
P&I Advance not having been made as a result of a determination 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


 




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tenth,
in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


 


provided that if a Non-Serviced Mortgage
Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment of the
foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor
Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan related
to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant
to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall
be subject to application as described above.


 


(iii)       Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions
of payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor,
such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of
Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion
Loan, as applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)       To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan(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)
above.


 


(d)       In
the event that the Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for any Collection
Period, or receives notice from the related Mortgagor that the Master Servicer or the Special Servicer will be receiving Excess
Interest prior to the Determination Date for any Collection Period, the Master Servicer or the Special Servicer, as the case may
be, shall notify the Trustee and 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).


 


(e)       With
respect to any Mortgage 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 to retain the cash or letter of credit (or the proceeds of such letters
of credit) as additional collateral if the relevant conditions to release are not satisfied, then the Master Servicer may continue
to hold such escrows or letters of credit (or the proceeds of such letters of


 




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credit) as additional collateral
or use such funds to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent
the related Mortgage Loan documents allow such action), unless holding or application of such funds would otherwise be inconsistent
with the Mortgage Loan documents or the Servicing Standard.


 


(f)       Promptly
following the Closing Date, in the case of any Non-Serviced Whole Loan 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 amounts received with respect to the related Non-Serviced Mortgage Loan,
the related Non-Serviced Mortgaged Property or any related REO Property.


 


Section 3.03Collection
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 RR Interest Owner 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,


 




    	 	-173-	 



     


    

 


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 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


 




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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 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


 




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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 and such determination that
the Servicing Advance is a Nonrecoverable Servicing Advance shall be binding upon the Master Servicer, but shall in no way limit
the ability of the Master Servicer in the absence of such determination to make its own determination that any Advance is a Nonrecoverable
Advance. If the Special Servicer makes a determination that only a portion of, and not all of, any previously made or proposed
Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent determination
that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Advance. If the Master
Servicer, the Special Servicer or the Trustee determines that a proposed Servicing Advance with respect to a Serviced Whole Loan,
if made, or any outstanding Servicing Advance with respect to a Serviced Whole Loan previously made, would be, or is, as applicable,
a Nonrecoverable Advance, the Master Servicer or the Trustee, as applicable, shall provide the applicable Other Servicer written
notice of such determination within two (2) Business Days of the date of such determination. Any such determination by the Special
Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing Advance shall be binding on the Master Servicer
and the Trustee. All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors and
further as provided in Section 3.05(a). No costs incurred by the Master Servicer or the Special Servicer in effecting the
payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall,
for purposes hereof, including, without limitation, the Certificate Administrator’s calculation of monthly distributions
to Certificateholders and the RR Interest Owner, 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


 




    	 	-176-	 



     


    

 


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 the RR Interest Owner (and, if applicable,
the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu nature of any Companion
Loans). The Master Servicer or the Trustee may elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust
pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to the applicable Non-Serviced PSA, the
applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect to the related Non-Serviced Whole
Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for nonrecoverable servicing advances with
respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for under the applicable
Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


(d)       In
connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts
then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount
of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that the Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard
to enforce the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement
available from the holder of the related Companion Loan.


 


(e)       To
the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a 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,


 




    	 	-177-	 



     


    

 


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 3.04The Collection
Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account,
the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Interest Gain-on-Sale Reserve Account and the
Excess Interest 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
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 and any REO Properties in the Trust Fund and that are
to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that are
received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related
Mortgage Loan Seller, which shall be paid directly to the servicer of such


 




    	 	-178-	 



     


    

 


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, 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), provided, that to the extent that any of the foregoing amounts are received
after 2:00 p.m. (Eastern Time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit
such amounts within one (1) Business Day of receipt of such amount, but, in any event, the Special Servicer shall remit such amounts
to the Master Servicer within two (2) Business Days of receipt of such amounts. 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


 




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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 Wells
Fargo Bank, National Association. The Master Servicer shall give written notice to the Trustee, the Special Servicer, the Certificate
Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.


 


(b)       The
Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution Account
and the Interest Reserve Account in trust for the benefit of the Certificateholders and the RR Interest Owner (other than the Holders
of the Excess Interest Certificates), (ii) (A) the Non-VRR Gain-on-Sale Reserve Account (if established) for the benefit of
the Non-VRR Certificateholders (other than the Holders of the Class S Certificates) and (B) the VRR Interest Gain-on-Sale Reserve
Account (if established) for the benefit of the VRR Interest Owners, (iii) the Upper-Tier REMIC Distribution Account in trust
for the benefit of the Certificateholders and the RR Interest Owner (other than the Holders of the Excess Interest Certificates),
and (iv) the Excess Interest Distribution Account in trust for the benefit of the Holders of the Excess Interest Certificates
and the VRR Interest Owners. The Master Servicer shall deliver to the Certificate Administrator each month on or before the P&I
Advance Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Aggregate Available Funds
attributable to the Mortgage Loans (in each case calculated without regard to clauses (a)(iii)(B), (a)(iv),
(c) and (d) of the definition of Aggregate Available Funds) for the related Distribution Date and (y) in the Excess
Interest Distribution Account all Excess Interest for the related Distribution Date then on deposit in the Collection Account after
giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii). For the avoidance of doubt, so long as Wells Fargo
Bank, National Association is the Certificate Administrator, all funds held in the Distribution Account, the Interest Reserve Account
and the Excess Interest Distribution Account shall remain uninvested.


 


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(l) of
this Agreement.


 


With respect to each Companion
Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion Distribution
Account, which may be a subaccount of the Collection Account, for distributions to each 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


 




    	 	-180-	 



     


    

 


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(m). 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 and,
if established, the Non-VRR Gain-on-Sale Reserve Account, and the VRR Interest 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 pursuant to this Section 3.04, the Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


(i)       any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)       any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)       any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


(iv)       any
Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)       any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of
this Agreement.


 


If, as of the close of business
(New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)
through (v) or any Excess Interest are required to be delivered hereunder, the Master Servicer shall not have delivered
to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account,
as applicable, the amounts required to be


 




    	 	-181-	 



     


    

 


deposited therein pursuant
to the provisions of this Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)),
the Master Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including
the date such payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until
(but not including) the date such late payment is received by the Certificate Administrator.


 


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


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(a), Section 4.01(c) and Section 4.01(f), 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 or if established, the Non-VRR Gain-on-Sale Reserve Account and the VRR Interest 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 Wilmington Trust, National Association, as Trustee for the Holders of the BBCMS
Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7 as their interests may appear”, or
in the name of any successor trustee, as Trustee for the Holders of the BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through
Certificates, Series 2020-C7 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


 




    	 	-182-	 



     


    

 


Certificate Administrator
deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required to be deposited therein or transferred
thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Accounts, as the case may be,
any provision herein to the contrary notwithstanding.


 


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 2021, 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-C7 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will not be a part of
the Trust Fund, either 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 shall be located at the offices of the Certificate Administrator. The Certificate Administrator
shall give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve Account,
the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account,
and, if established, the Non-VRR Gain-on-Sale Reserve Account and the VRR Interest Gain-on-Sale Reserve Account prior to any change
thereof.


 


For the avoidance of doubt,
the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution Account, if it is
a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Reserve Account, any Servicing Account, the REO Account and the Interest Reserve Account (including
interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC; the Excess Interest
Distribution Account (and any portion of the Collection Account holding Excess Interest) (including interest, if any, earned on
the investment of funds in such 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


 






    	 	-183-	 



     


    

 


REMIC Distribution Account (including interest, if
any, earned on the investment of funds such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


(c)       Prior
to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon
notification 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
either 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 Non-VRR Gain-on-Sale Reserve Account for the benefit of the Non-VRR Certificateholders and (ii)
the VRR Interest Gain-on-Sale Reserve Account for the benefit of the VRR Interest Owners. Each of the Non-VRR Gain-on-Sale Reserve
Account and the VRR Interest 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) two (2) Business Days 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 the related Remittance Date, the Master Servicer shall remit (i) the Non-VRR Percentage of such Gain-on-Sale Proceeds to the
Certificate Administrator, who shall deposit such funds into the Non-VRR Gain-on-Sale Reserve Account and (ii) the VRR Percentage
of such Gain-on-Sale Proceeds to the Certificate Administrator, who shall deposit such funds into the VRR Interest 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


 




    	 	-184-	 



     


    

 





Certificate Administrator
as follows: (i) the Non-VRR Percentage of such Non-Serviced Gain-on-Sale Proceeds for deposit into the Non-VRR Gain-on-Sale Reserve
Account and (ii) the VRR Percentage of such Non-Serviced Gain-on-Sale Proceeds for deposit into the VRR Interest Gain-on-Sale Reserve
Account.


 


(g)       The
Certificate Administrator shall establish and maintain the VRR Interest Distribution Account in its own name for the benefit of
the Trustee, for the benefit of the VRR Interest Owners, which shall be an asset of the Grantor Trust and beneficially owned by
the VRR Interest Owners and shall not be an asset of either Trust REMIC. The 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 and the RR Interest Owner, 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 either Trust REMIC or the Grantor Trust. Furthermore, for all federal
tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the
Collection Account to the Certificateholders as paid to and distributed by the Trust REMICs and (ii) treat any amounts paid
out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by the Trust to
such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the
beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned
thereon.


 


Section 3.05Permitted
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 each P&I Advance Date, to remit to the Certificate Administrator for deposit
in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts required to be remitted by
the Master Servicer pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I Advances
pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b), to remit to the Companion
Paying Agent for


 




    	 	-185-	 



     


    

 


deposit in the
Companion Distribution Account the amounts required to be so deposited with respect to the Companion Loans;


 


(ii)       (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National Association if Wells
Fargo Bank, National Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid
Servicing Fees in respect of each Mortgage Loan, Serviced Companion Loan, Specially Serviced Loan, and REO Loan, as applicable,
the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any
Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received
on or in respect of such Mortgage Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds
or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special Servicer any unpaid
Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected
Loan, as applicable, and any expense incurred by the Special Servicer in connection with performing any inspections pursuant to
Section 3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation
Proceeds and collections in respect of the related Specially Serviced Loan (provided that, in the case of such payment
relating to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement 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


 




    	 	-186-	 



     


    

 


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;


 


(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;


 




    	 	-187-	 



     


    

 


(v)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect
thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties, 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, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2),
prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided,
further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected
from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and
not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with the terms of the related
Intercreditor Agreement (provided that, with respect to any 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


 




    	 	-188-	 



     


    

 


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 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 5 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 being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv)
of the definition of Purchase Price;


 


(viii)       in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of
Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and
then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 5 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


 




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each case, prior
to being payable out of general collections with respect to the Mortgage Loans;


 


(ix)       to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; 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


 




    	 	-190-	 



     


    

 


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 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 the RR Interest
Owner 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 either Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that
none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to
Section 10.01(g);


 


(xv)       to
reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 




    	 	-191-	 



     


    

 


(xvi)       to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased by
such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after
the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section
2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon subsequent
to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon
during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)       to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xviii)       to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(i);


 


(xix)       to
remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited pursuant
to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


 


(xx)       [RESERVED];


 


(xxi)       to
clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


 


(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


 




    	 	-192-	 



     


    

 


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.


 


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, as applicable.


 


(b)       The
Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the
following purposes (the following not being an order of priority):


 


(i)       to
be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Prepayment
Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(f) 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 and the RR Interest Owner, in each case, to the extent
not paid pursuant to Section 13.01(g);


 




    	 	-193-	 



     


    

 


(v)       to
pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets or transactions
of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)       to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier REMIC
or the Upper-Tier REMIC;


 


(vii)       to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein;


 


(viii)       to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(ix)       termination
of this Agreement pursuant to Section 9.01.


 


(c)       The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(l).


 


(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) and the RR Interest Owners in respect of the RR 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 VRR Interest Distribution Account for any of the following purposes:


 


(i)       to
make distributions to the VRR Interest Owners 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 VRR Interest Distribution Account in error; and


 


(iii)       to
clear and terminate the 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


 




    	 	-194-	 



     


    

 


Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(iii),
then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable under Section
3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii)
and in the event that amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient
to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based on the amount of
such fees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse the full amount of Advances
and interest thereon listed in 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 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 or any related Serviced REO Property (together
with any interest on such Advances);


 


(ii)       to
pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of
such Loss of Value Payments, would constitute an additional expense of the Trust;


 


(iii)       to
offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be (as
calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any
related successor REO Loan;


 


(iv)       following
the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers
from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect
of any other Mortgage Loan or Serviced REO Loan; and


 


(v)       On
the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above,
to each Mortgage Loan Seller, its pro rata share,


 




    	 	-195-	 



     


    

 


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 or related REO Property, as the case may be,
additional trust fund expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 


(h)       Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (i)-(iii) of the prior paragraph shall
be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with
respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection
Account pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust
in respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection
Account to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


(i)       The
Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions pursuant
to Section 4.01(m).


 


Section 3.06Investment
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 and the RR Interest
Owner. 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 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


 




    	 	-196-	 



     


    

 


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 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


 




    	 	-197-	 



     


    

 


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 3.07Maintenance
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 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 Risk Retention Consultation Parties (if the Mortgage Loan is a Specially Serviced Loan) pursuant to Section 6.08(a)
(in the case of the Directing Certificateholder and Risk Retention Consultation Parties, 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


 




    	 	-198-	 



     


    

 


Insurance Default
as determined by the Master Servicer (with respect
to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan); provided, however,
that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged
Property, the Master Servicer or, with respect to REO Property, the Special Servicer, as applicable, shall impose or maintain,
as applicable, such insurance requirements as are consistent with the Servicing Standard taking into account the insurance in
place at the closing of the Mortgage Loan, provided that, with respect to the immediately preceding proviso, the Master
Servicer shall be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (or to itself
maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s failure is an
Acceptable Insurance Default (as determined by the Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special
Servicer (with respect to a Specially Serviced Loan) (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 Risk
Retention Consultation Parties (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 Risk Retention
Consultation Parties (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)), 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


 




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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 the 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 and the RR Interest Owner, 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.


 


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


 




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(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) if the related Mortgage Loan is a Specially
Serviced Loan, notify the Special Servicer if it has knowledge that any Insurance Policy for a Mortgaged Property 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 shall notify the Master Servicer and the Master Servicer shall use efforts consistent with the Servicing
Standard to cause such insurance to be maintained. The Master Servicer and the Special Servicer (at the expense of the Trust)
shall be entitled to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled to rely
on insurance consultants (at the expense of the Master Servicer) in determining whether Additional Exclusions exist. Furthermore,
the Master Servicer or the Special Servicer, as applicable, shall promptly deliver such conclusions in writing to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have one of the
ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise
more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that
the Master Servicer or the Special Servicer is evaluating the availability of such insurance or waiting for a response from the
Directing Certificateholder or any Companion Holder or, with respect to any Serviced AB Whole Loan, the related Serviced AB Whole
Loan Controlling Holder, and/or with respect (solely with respect to Specially Serviced Loans) upon the request of a Risk Retention
Consultation Party, consulting (on a non-binding basis) with such Risk Retention Consultation Party pursuant to Section 6.08(a),
neither the Master Servicer nor the Special Servicer will be liable for any loss related to its failure to require the Mortgagor
to maintain (or its failure to maintain) such insurance and will not be in default of its obligations as a result of such failure
and the Master Servicer will not itself maintain such insurance or cause such insurance to be maintained.


 


(b)       (i)  If
the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring
against fire and hazard losses on all


 




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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, and the RR Interest Owner claims under any such blanket Insurance Policy
in a timely fashion in accordance with the terms of such policy. The Special Servicer, to the extent consistent with the Servicing
Standard, may maintain, earthquake insurance on REO Properties (other than with respect to a Non-Serviced Mortgaged Property),
provided coverage is available at commercially reasonable rates, the cost of which shall be a Servicing Advance.


 


(ii)       If
the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single
interest or force-placed Insurance Policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies
otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to
cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer
or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed
Insurance Policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other
than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby)
shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a deductible
clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been maintained
on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a), and
there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into the
Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy
because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, including any related Serviced Companion


 




    	 	-202-	 



     


    

 


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
reasonable rates (as determined by the Special Servicer (with the consent of the Directing Certificateholder (prior to the occurrence
and continuance of a Control Termination Event) and in consultation with the Risk Retention Consultation Parties pursuant to Section
6.08(a) (in either such case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party and any
Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period)) in accordance with the Servicing
Standard), a flood Insurance Policy meeting the requirements of the current guidelines of the Federal Insurance


 




    	 	-203-	 



     


    

 


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 “A3” by Moody’s, “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 Moody’s 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 3.08Enforcement
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 or Special Servicer Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise
any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon
or (y) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any right
to exercise such rights, provided that (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


 




    	 	-204-	 



     


    

 


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 a 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 such Risk Retention Consultation Party if and to the extent required pursuant to Section 6.08(a) and ((D) with
respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent
of the related Serviced AB Controlling Holder shall have been obtained, to the extent required by the terms of the related Intercreditor
Agreement, and pursuant to the process described in this Agreement (provided that in the case of clause (A),
clause (B), clause (C) and clause (D) such consent shall be deemed given or such consultation shall
be deemed to have occurred, as applicable, if a response to the request for consent or consultation, as the case may be, is not
provided within ten (10) Business Days after receipt of the Special Servicer’s written recommendation and analysis
and all information reasonably requested by the Directing Certificateholder or any 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 $20,000,000, (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 related VRR Interest upon request of a


 




    	 	-205-	 



     


    

 


Risk 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
Companion Loan 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) or clause (xv)
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 or Special Servicer 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


 




    	 	-206-	 



     


    

 


lien or other encumbrance, consistent with
the Servicing Standard 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) or clause (xv) 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 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 each Risk Retention Consultation
Party if and to the extent required pursuant to Section 6.08(a) and (D) with respect to a Serviced AB Whole Loan prior
to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related Serviced AB Whole Loan Controlling
Holder shall have been obtained, to the extent required by the terms of the related Intercreditor Agreement, and pursuant to the
process described in this Agreement (provided that in the case of clause (A), clause (B), clause
(C) and clause (D), such consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable,
if a response to the request for consent or consultation, as the case may be, is not provided within ten (10) Business Days
after receipt of the Special Servicer’s written recommendation and analysis and all information reasonably requested by
the Directing Certificateholder or the 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) 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 $20,000,000; 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


 




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Operating Advisor, in respect thereof, in accordance
with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 


With respect to any “due-on-encumbrance”
matter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to a Risk
Retention Consultation Party or the holder of the majority of the related VRR Interest upon request of the related Risk 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
Companion Loan Rating Agencies) pursuant to this Section 3.08(b), the Special Servicer shall (if not already provided in
accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect
to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this
Agreement.


 


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in
Section 3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent
as to who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer shall use reasonable efforts
to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected
from the related Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan or
related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the mortgagee, provided that certain conditions contained in the related Mortgage Loan documents are satisfied where
no mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage
Loan or related Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to all Non-Specially
Serviced Loans) and the Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee as the mortgagee
of record, shall determine whether such conditions have been satisfied.


 


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 (xv) 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


 




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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 (xv) 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.


 


(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) and (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).


 




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(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 3.09Realization
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 and the Risk Retention Consultation Parties’ respective rights pursuant to Section 6.08,
and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced
Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable
efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition)
the ownership of property securing any such 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 and the RR Interest Owner 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


 




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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 Certificateholders, the
RR Interest Owner 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) and the RR Interest Owner, as a collective whole as if such Certificateholders, the RR Interest Owner 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) and the RR Interest Owner, as a collective whole as if such
Certificateholders, the RR Interest Owner and, if applicable, Companion Holders constituted a single lender, to take such actions
with respect to the affected Mortgaged Property.


 




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The cost of any such Environmental
Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or other further
action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the Master
Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of the Trust
and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement by the Master
Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made from amounts
on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental Assessment
so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment ordered after
such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust as it deems
necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding
sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect to Specially
Serviced Loans, the Special Servicer 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,
the RR Interest Owner and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)       If
(i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not
been satisfied with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan,
any related Companion Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or
required to be made pursuant to Section 4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage
Loan Seller could be required to repurchase such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase
Agreement, then the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other
than proceeding to acquire title to the Mortgaged Property) and is hereby authorized, with the consent of the Directing Certificateholder
and after consultation with the Risk Retention Consultation Parties pursuant to Section 6.08(a) (in each case, (A) prior
to the occurrence and continuance of a Control Termination Event (or with respect to any 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 as to such party) at such time as it deems appropriate
to release such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding
principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the
related Mortgage, (i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator,
the Master Servicer, the Directing Certificateholder and the Risk Retention Consultation Parties (in the case of the Directing
Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event, and in the case of the Directing
Certificateholder or any Risk Retention Consultation Party other than with respect to any Excluded Loan as to such party),
in writing of its intention to so release such Mortgaged Property and the bases for such intention,


 




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(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 the Risk Retention Consultation Parties (in each case, 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.


 


(f)       The
Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the
Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required
to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer
shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information
and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness
and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer.
Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


 


(g)       The
Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage
Loan (and if applicable, the related Companion Loan) permit such an action.


 


(h)       The
Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO
Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced
by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder
and the Risk Retention Consultation Parties (but in the case of the Directing Certificateholder and the Risk


 




    	 	-213-	 



     


    

 


Retention Consultation Parties,
other than with respect to any Excluded Loan as to such party) the Master Servicer and in no event later than the next succeeding
P&I Advance Determination Date.


 


Section 3.10Trustee
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 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 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


 




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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 3.11Servicing
Compensation. (a)  As compensation for its activities hereunder, the Master Servicer shall be entitled to receive
the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO
Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting
a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO
Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated
Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is
calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest
payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed
to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall
cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage Loan is
part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement notwithstanding
such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event
did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage
Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a).
The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO
Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the
case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).


 


Except as set forth in the
following sentence, the fourth 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


 




    	 	-215-	 



     


    

 


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, and for any matter for a Mortgage Loan (including
any related Companion Loan) that is not a Specially Serviced Loan which matter involves a Major Decision or a Special Servicer
Decision, then the Master Servicer will be entitled to 50% (or 20% in connection with a Payment Accommodation resulting from the
COVID-19 emergency) of such Excess Modification Fees, (ii) 100% of all assumption application fees and other similar items
received on any Mortgage Loans (other than a Non-Serviced Mortgage Loan) that are Non-Specially Serviced Loans (including any
related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) to the extent the Master
Servicer is processing the underlying transaction and 100% of all defeasance fees (provided that for the avoidance of doubt,
any such defeasance fee shall not include any Modification Fees in connection with a defeasance that the Special Servicer is entitled
to under this Agreement); and (iii) 100% of assumption, waiver, consent and earnout fees, and other similar fees (other than
assumption application 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, and for any matter for a Mortgage
Loan (including any related Companion Loan) that is not a Specially Serviced Loan which matter involves a Major Decision or a
Special Servicer Decision, then the Master Servicer shall be entitled to 50% (or 20% in connection with a Payment Accommodation
resulting from the COVID-19 emergency) of such assumption, waiver, consent and earnout fees and other similar fees. In addition,
the Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any
Non-Serviced Mortgage Loan or Specially Serviced Loan) any charges for beneficiary statements or demands and other customary charges,
amounts collected for checks returned for insufficient funds 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
to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and Prepayment Interest
Shortfalls collected on the Mortgage


 




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Loans 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, Wells Fargo Bank, National Association may, at its option, assign or pledge to any third party or retain
for itself the Transferable Servicing Interest with respect to any Mortgage Loan and any Serviced Companion Loan (and any successor
REO Loan); provided, however, that in the event of any resignation or termination of Wells Fargo 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 Wells Fargo Bank,
National Association as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).


 


(b)       As
compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect
to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time
at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced
Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans,
as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related
interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee
with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the
related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions
of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement. The
Special Servicer shall not be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage Loan.


 


(c)       The
Special Servicer shall be entitled to additional servicing compensation in the form of (i) 100% of all Excess Modification
Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (ii) 100% of all assumption


 




    	 	-217-	 



     


    

 


application fees and other
similar items received with respect to Specially Serviced Loans and 100% of all assumption application fees and other similar
items received with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Companion Loans that are Non-Specially
Serviced Loans to the extent such Special Servicer processes the underlying transaction, (iii) 100% of waiver, consent and earnout
fees, 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) 100% of assumption fees and other similar fees received with respect
to Specially Serviced Loans, (v) 50% (or 80% in connection with a Payment Accommodation resulting from the COVID-19 emergency)
of all Excess Modification Fees and assumption, waiver, consent and earnout and other similar fees (other than assumption application
fees and defeasance fees) pursuant to Section 3.08 or Section 3.18 received with respect to any Mortgage Loans (other
than Non-Serviced Mortgage Loans, but including any related Serviced Pari Passu Companion Loan(s)) that are Non-Specially Serviced
Loans to the extent that the matter involves a Major Decision or a Special Servicer Decision, and shall be promptly paid to the
Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor
and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a). Subject to Section
3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty
Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to
the Trust Fund in the REO Account and 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 or on behalf of the related Mortgagor. The
Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each
Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided, 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 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


 




    	 	-218-	 



     


    

 


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 with respect to (a) each Specially Serviced Loan (other than a Non-Serviced Mortgage
Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation
Proceeds or Insurance and Condemnation Proceeds and (b) each Mortgaged Loan repurchased by a Mortgage Loan Seller or for which
a Loss of Value Payment was paid, in each case, subject to the exceptions set forth in the definition of Liquidation Fee (such
Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds
or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special Servicer is properly entitled
to a Workout Fee, such Workout Fee will be payable based on and 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.


 


With respect to any of the
preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof (other
than a fee split with respect to Penalty Charges), the Master Servicer and the Special Servicer shall each have the right in their
sole discretion, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided,
that (A) neither the Master Servicer nor the Special Servicer will have the right to reduce or elect not to charge the portion
of any such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer exercises its right
to reduce or


 




    	 	-219-	 



     


    

 


elect not to charge its respective portion in any such fee, the party that reduced or elected
not to charge its respective portion of such fee will not have any right to share in any part of the other party’s portion
of such fee. If the Master Servicer decides not to charge any fee (other than Penalty Charges), the Special Servicer shall nevertheless
be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Master Servicer
had charged a fee and the Master Servicer will not be entitled to any of such fee charged by the Special Servicer. Similarly, if
the Special Servicer decides not to charge any fee (other than Penalty Charges), the Master Servicer shall nevertheless be entitled
to charge its portion of the related fee to which the Master Servicer would have been entitled if the Special Servicer had charged
a fee and the Special Servicer shall not be entitled to any portion of such fee charged by the Master Servicer.


 


(d)       In
determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any 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 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 prior to the related Servicing Transfer Event), 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 subsequent to the occurrence of a Servicing Transfer Event and prior to the date
such Mortgage Loan or Serviced Whole Loan became a Corrected


 




    	 	-220-	 



     


    

 


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 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, 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


 




    	 	-221-	 



     


    

 


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 3.12Inspections;
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 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


 




    	 	-222-	 



     


    

 


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 on September
30, 2020 and the calendar year ending on 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


 




    	 	-223-	 



     


    

 


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 Specially Serviced Loan, the Special Servicer shall use reasonable efforts to collect financial
statements from the related Mortgagor for the periods set forth in the related Mortgage Loan documents


 


In addition, the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties),
as applicable, shall prepare with respect to each Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and REO Property:


 


(i)       Within
forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45) days
of receipt of such quarterly operating statement for the quarter ending September 30, 2020, a CREFC® Operating
Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to
deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO
Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to
the first calendar quarter of each year will not be required to the extent provided in the then current applicable CREFC®
guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that
such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or
REO Property unless such Mortgaged Property or REO Property is analyzed on a trailing 12 month basis, or if the related Mortgage
Loan (other than a Non-Serviced Mortgage Loan) is on the CREFC® Servicer Watch List). The Master Servicer (with
respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties),
as applicable, 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 each calendar year commencing
within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2020,
a CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage
Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the


 




    	 	-224-	 



     


    

 


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 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 July 2020, the Master Servicer shall prepare (if
and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the following
reports and data files with respect to the Mortgage Loans: (A) to the extent the Master Servicer has received the CREFC®
Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (only with respect to the first Distribution Date), (C) the most recent CREFC® Property File,
and CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the
CREFC® Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and the Master Servicer),
(D) a CREFC® Servicer Watch List with information that is current as of such Determination Date, (E) CREFC®
Financial File, (F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery
Report, (H) CREFC® Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered
pursuant to Section 3.11(e) to the extent received from the Special Servicer, if any. Additionally, not later than 5:00
p.m. (New York City time) on the P&I Advance Date beginning July 2020, the Master Servicer shall deliver or cause to be delivered
in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation


 






    	 	-225-	 



     


    

 


Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports received from the Special Servicer. Not later than
2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning July 2020, the Master Servicer
shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic
Update File and, to the extent received by the Master Servicer, the CREFC® Appraisal Reduction Template, 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) on each P&I Advance Date, beginning in July 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 P&I Advance Date, it shall immediately
request such CREFC® Schedule AL File from the Master Servicer via email at ssreports@wellsfargo.com and send a
copy of such request to the Depositor via email 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


 




    	 	-226-	 



     


    

 


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.


 


(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.


 




    	 	-227-	 



     


    

 





Section 3.13Access
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
or the RR Interest Owner 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 the RR Interest Owner, 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 and the RR Interest Owner, as applicable)
of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except
as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal
business hours at the offices of the Certificate Administrator or the Custodian.


 


The failure of the Master
Servicer or the Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section
3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided
by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix
to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition
access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or
(y) execution of a “click-through” confidentiality agreement if such information is being provided through the
Master Servicer’s website or the Special Servicer’s website; (iii) withhold access to confidential information
or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any
Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents
or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary,
the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it
pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special
Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard,
that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure
of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client
privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality of the foregoing, the
Master Servicer or the Special Servicer may refrain from disclosing information that it


 




    	 	-228-	 



     


    

 


reasonably determines would
prejudice the interests of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage
Loan.


 


Notwithstanding the limitation
set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph, upon the
reasonable request of any Certificateholder or the RR Interest Owner (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 the RR Interest Owner 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 rights the Certificateholder and the RR Interest
Owner 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;


 




    	 	-229-	 



     


    

 


(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”:


 


(A)       all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)       the
CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the Master Servicer pursuant to this
Agreement from time to time; and


 


(C)       all
Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


(iv)       The
following documents, which will initially be made available under a tab or heading designated “additional documents”:


 


(A)       summaries
of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved by the holder
of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)       all
property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 




    	 	-230-	 



     


    

 


(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 or the RR Interest delivered to the Certificate Administrator pursuant to Section
4.01(j);


 


(D)       any
notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


 


(E)       any
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required
to be delivered to the Certificateholders or the RR Interest Owner 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;


 




    	 	-231-	 



     


    

 


(L)       any
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance
of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


 


(M)       any
notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section
7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section
12.05(b);


 


(N)       any
notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the
Operating Advisor in connection with such recommendation;


 


(O)       any
notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or
is terminated (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);


 


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


 


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


 


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


 


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


 


(T)       any
“special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website pursuant
to Section 5.06;


 


(U)       any
Proposed Course of Action Notice; and


 


(V)       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


 




    	 	-232-	 



     


    

 


(viii)       subject
to Section 3.31(b), the “U.S. risk retention special notices”, if any, shall also be posted to the “U.S. Risk
Retention Special Notices” tab on the Certificate Administrator’s Website;


 


provided that with respect to a Control
Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence of an Excluded Loan, the
Certificate Administrator will only be required to provide notice of the occurrence and continuance of such event if it has been
notified of or has knowledge of the existence of such Excluded Loan.


 


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and
(B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms
acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related
to the Mortgage Loans available through its Internet website.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described above,
provide email notification to any Privileged Person (other than Financial Market Publishers) that has registered to receive access
to the Certificate Administrator’s Website that a notice has been posted to the “U.S. Risk Retention Special Notices”
tab.


 


Notwithstanding the foregoing,
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 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,
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, all information (other than the Excluded Information with respect to any Excluded 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 Loans)) available on the Certificate Administrator’s Website.


 


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an
Investor


 




    	 	-233-	 



     


    

  


 Certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an
Investor Certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder
to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an Investor Certification in the form
of Exhibit P-1D in 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 to the effect that such Person is an
Excluded Controlling Class Holder with respect to one or more Excluded Loan(s). In the event the Directing Certificateholder or
a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially
in the form of Exhibit P-1E that such party has become an Excluded Controlling Class Holder with respect to the Excluded
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 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 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 Loan(s))
made available on the Certificate Administrator’s Website. With respect to any Excluded Information sent for posting on the
Certificate Administrator’s Website, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark
or label such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate
Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and, if possible at a
later time, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of
the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice substantially in the form of
Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded
Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator
shall be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded
Controlling Class Holder or disclosure of any information relating to an Excluded 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,


 




    	 	-234-	 



     


    

 


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
Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s Website, such information
was not delivered to the Certificate Administrator in accordance with Section 3.33.


 


Each of the Master Servicer,
the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an Investor Certification substantially in the
form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder
or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate
Administrator’s Website or otherwise receives access to such Excluded Information, 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 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.


 


To the extent a Risk Retention
Consultation Party or a VRR Interest Owner receives access pursuant to this Agreement to any information solely related to a Mortgage
Loan with respect to which such party is a Borrower Party (which shall include any Asset Status Reports, Final Asset Status Reports
(or summaries thereof), inspection reports related to Specially Serviced Loans conducted by the Special Servicer or any Excluded
Special Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding such
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, but in each case other than information
with respect to such Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level), on the Certificate
Administrator’s Website or otherwise receives access to such information, such Risk Retention Consultation Party or VRR Interest
Owner 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 VRR Interest Owner or
any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property
or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower
Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply
with the obligations described in clause (i) above. For the avoidance of doubt, any file or report contained in the
CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer
Loan File relating to any such Excluded Loan) shall be considered information that is aggregated with information of other Mortgage
Loans at a pool level. For avoidance of doubt, the covenants


 




    	 	-235-	 



     


    

 


and restrictions in this
paragraph are not applicable to Wells Fargo Bank, National Association, acting in its capacity as Master Servicer or as Certificate
Administrator.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator
shall not be liable for any disclosure of information relating to any Excluded 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 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 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “BBCMS 2020-C7” 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 or the RR Interest;


 


(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;


 




    	 	-236-	 



     


    

 


(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;


 


(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


 




    	 	-237-	 



     


    

 


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-C7”
in the subject line).


 


Upon delivery by the Depositor
to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s
17g-5 Website (the “Pre-Close Information”), the 17g-5 Information Provider shall make such information available
only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c).
Such information shall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information
Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to
the Pre-Close Information or any other information on the 17g-5 Information Provider’s Website to any designee or third party.


 


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


 


The 17g-5 Information Provider
shall 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


 




    	 	-238-	 



     


    

 


2020-C7” 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 Financial Market Publishers)
with the consent of the Depositor, and providing such information shall not constitute a breach of this Agreement by the Certificate
Administrator. Such information will be made available to such third parties upon receipt of a certificate in the form of Exhibit
P-3 hereto, which certification may be submitted electronically via the Certificate Administrator’s Website.


 


(f)       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, 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


 




    	 	-239-	 



     


    

 


 Master Servicer’s website or the Special Servicer’s website, 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 or the RR Interest Owner 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
or the RR Interest Owner, an Investor Certification executed by the requesting Person indicating that such Person is a Holder
of Certificates or the RR Interest Owner and will keep such information confidential (except that such Certificateholder or the
RR Interest Owner 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 or the
RR Interest Owner 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 or RR Interest Owner, the Investor Certification
shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder or RR Interest
Owner.


 


Neither the Master Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in
violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any
liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this
Section 3.13 unless such information was produced by the Master Servicer or the Special Servicer, as the case may be.


 


(g)       The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to
orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in
writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section
3.13(c) the same day such communication takes place; provided, further that the summary of such oral communications
shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary
on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


 


(h)       The
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall provide to the Operating Advisor such
reports and other information produced or otherwise available to the Directing Certificateholder or the Risk Retention


 




    	 	-240-	 



     


    

 


Consultation Parties (in
each case, other than, prior to the occurrence and continuance of a Control Termination Event, any Asset Status Reports that are
not Final Asset Status Reports), or Certificateholders generally, requested by the Operating Advisor in support of the performance
of its obligations under this Agreement in electronic format, to the extent such reports and other information are not otherwise
available on the Certificate Administrator’s Website.


 


(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, to
any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor,
property and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information
Provider and has been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that
it does not intend to use such information in undertaking credit rating surveillance with respect to the Certificates; provided,
however, that the Rating Agencies may use information delivered under this clause (z) for any purpose to the
extent it is publicly available (unless the availability results from a breach of this Agreement) or comprised of information
collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s
website that they have access to) other than pursuant to this Section 3.13(i).


 


(j)       The
costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


 


Section 3.14Title
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 the RR Interest Owner
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


 




    	 	-241-	 



     


    

 


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, the RR Interest Owner and, if applicable,
on behalf of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the
Lower-Tier Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account
shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, 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,


 




    	 	-242-	 



     


    

 





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).


 


Section 3.15Management
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, the RR
Interest Owner and the related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests) solely for the
purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced
Companion Noteholder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of
the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and
authority to do any and all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders
and the RR Interest Owner (and, in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as
holder of the Lower-Tier Regular Interests) all as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loan, as the case may be) (as determined by the Special Servicer in its reasonable judgment in accordance
with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage
Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15, the Special Servicer may allow
the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure
property” within the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best
interests of Certificateholders and the RR Interest Owner 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;


 




    	 	-243-	 



     


    

 


(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, and prior to the occurrence and continuance of a Consultation Termination Event)) such Advances would, if
made, constitute Nonrecoverable Servicing Advances.


 


(b)       Without
limiting the generality of the foregoing, the Special Servicer shall not:


 


(i)       permit
the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;


 


(ii)       permit
any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;


 


(iii)       authorize
or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)       Directly
Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more
than ninety (90) days after its acquisition date;


 


unless, in any such case, the Special Servicer
has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect
that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer
may take such actions as are specified in such Opinion of Counsel.


 




    	 	-244-	 



     


    

 


(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


 


(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 3.16Sale
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


 




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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 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, the RR Interest Owner 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 Certificateholders and the RR Interest Owner and, if applicable, the related Companion
Holder (and, with respect to a Serviced AB Whole Loan, taking into account the subordinate nature of the related Serviced Companion
Loan). In the case of a Non-Serviced Mortgage Loan, to the extent permitted under the related Intercreditor Agreement, and such
Non-Serviced Mortgage Loan is not sold together with the Non-Serviced Companion Loan by the Non-Serviced Special Servicer, the
Special Servicer will be entitled to sell ((i)with the consent of the Directing Certificateholder if no Control Termination Event
has occurred and is continuing and (ii) after consulting with the Risk Retention Consultation Parties 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 the RR Interest Owner 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


 




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the Directing Certificateholder
(but only prior to the occurrence and continuance of a Consultation Termination Event), the Serviced AB Whole Loan Controlling
Holder with respect to any Serviced AB Whole Loan prior to an AB Control Appraisal Period, and each Risk Retention Consultation
Party (in the case of the Directing Certificateholder and any 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
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, that has been selected with reasonable care by the Trustee to
determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all Appraisals, inspection reports


 




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and broker opinions
of value incurred by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided
that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by
the Trustee. The Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested
Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such
expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue
to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the
Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)       The
Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (in consultation with the
Directing Certificateholder (unless a Consultation Termination Event has occurred and is continuing) and the Risk Retention Consultation
Parties 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, 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, the RR Interest Owner 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,
the RR Interest Owner 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, the RR Interest Owner
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.


 




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(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, the Certificate
Administrator, the Directing Certificateholder and the Risk Retention Consultation Parties (in the case of the Directing Certificateholder
and the Risk Retention Consultation Parties, 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 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, the RR Interest


 




    	 	-249-	 



     


    

 


Owner 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, the RR Interest Owner 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 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


 




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Trust or any Certificateholder,
the RR Interest Owner 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, 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 together with such Mortgage Loan as one whole loan and shall require that all offers
be submitted to the Special Servicer in writing. To the extent a determination is required to be made hereunder as to whether
any cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall be made by the Special Servicer unless
the offeror is an Interested Person and by the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing,
the Special Servicer will not be permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion
Loan(s) if it becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced Pari Passu Companion
Loan (provided that such consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor
or an Affiliate of the Mortgagor) unless the Special Servicer has delivered to the holder of the related Serviced Pari Passu Companion
Loan: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell such Serviced
Whole Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package (together with any
amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least
ten (10) days prior to the proposed sale date, a copy of the most recent Appraisal for such Serviced 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


 




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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.


 


(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 3.17Additional
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) to the
Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without any right
of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced
Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each P&I Advance
Date, without any right of reimbursement therefor.


 


(b)       The
Master Servicer or the Special Servicer, as applicable, shall provide to each Serviced Companion Noteholder any reports or notices
required to be delivered to such Serviced Companion Noteholder 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


 




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amount of the principal
portion of general collections on the Mortgage Loans deposited in the Collection Account and available for distribution on the
next Distribution Date, the Master Servicer or the Trustee, each at its own option and in its sole discretion, as applicable,
instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.05(a)(v)
immediately, as an accommodation may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable
Advance during the one month collection period ending on the then-current Determination Date, for successive one-month periods
for a total period not to exceed twelve (12) months (provided that, 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 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 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


 




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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 or the RR Interest Owner to the detriment of other Classes of Certificateholders shall not, with
respect to the Master Servicer or the Special Servicer, as applicable, constitute a violation of the Servicing Standard and/or
with respect to the Trustee (solely in its capacity as Trustee), constitute a violation of any fiduciary duty to Certificateholders
or any contractual obligation hereunder. If the Master Servicer or the Trustee, as the case may be, determines, in its sole discretion,
to fully recover the Nonrecoverable Advances immediately instead of deferring such reimbursement, then the Master Servicer or
the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the
Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed first from principal and
then 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 the RR Interest Owner 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 or the
RR Interest Owner. Nothing herein shall be deemed to create in the Certificateholders or the RR Interest Owner 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,
the RR Interest Owner 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)


 




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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.


 


(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 3.18Modifications,
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, Special Servicer Decision
or Payment Accommodation 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, Special Servicer Decision or Payment Accommodation. 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 Mortgage 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) or (y) after the occurrence and
during the continuance of a


 




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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); and provided, further, that no extension entered into pursuant to this Section 3.18(a) shall
(x) 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, or (y) with respect to a Specially
Serviced Loan, provide for the deferral of interest unless interest accrues on the related Mortgage Loan or Serviced Whole Loan
generally at the related Mortgage Rate. 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, (1) the Special Servicer shall provide the Trustee, the Certificate Administrator,
the Master Servicer, the Operating Advisor, the Directing Certificateholder and the Risk Retention Consultation Parties (in the
case of the Directing Certificateholder and the Risk Retention Consultation Parties, (i) prior to the occurrence and continuance
of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to
such party), with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan
documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with
Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan
and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the
Servicing Standard, (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 with respect to the Directing Certificateholder, consult with the Directing Certificateholder
and (y) (i) prior to the occurrence and continuance of a Consultation Termination Event, with respect to any Specially Serviced
Loan other than an Excluded Loan with respect to a Risk Retention Consultation Party and (ii) after the occurrence and during
the continuance of a Consultation Termination Event, with respect to any Mortgage Loan other than an Excluded Loan with respect
to a Risk Retention Consultation Party, consult with such Risk Retention Consultation Party, in each case, pursuant to the process
described in Section 6.08(a).


 


Additionally, the Special
Servicer shall not modify, waive or amend the terms of any Mortgage Loan and/or related Companion Loan that would constitute a
Special Servicer Decision under any of clauses (iv), (v), (vi) and (vii) of the definition of “Special
Servicer Decision” unless (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than
with respect to any Excluded Loan, the Directing Certificateholder has consented in writing within ten (10) Business Days
(or, with respect to clause (g) of the definition of “Special Servicer Decision”, five (5) business days) after
the Directing Certificateholder’s receipt of the Special Servicer’s written recommendation and analysis and all information
reasonably requested by the Directing Certificateholder, and reasonably available to the Special Servicer in


 




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order to grant or withhold
such consent (provided that if such written consent has not been received by the Special Servicer within such ten (10) Business
Day (or five (5) Business Day, as applicable) period, then the Directing Certificateholder will be deemed to have approved such
action) or (y) (i) after the occurrence and during the continuance of a Control Termination Event and (ii) other
than with respect to any Excluded Loan, but prior to the occurrence and continuance of a Consultation Termination Event, the Special
Servicer having consulted with the Directing Certificateholder. In the event the Special Servicer receives no response from the
Directing Certificateholder within ten (10) Business Days (or, with respect to clause (vii) of the definition of “Special
Servicer Decision”, five (5) 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, as applicable, on the specific matter; provided,
however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from 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) or Serviced Whole Loan.


 


Except as otherwise described
in this Agreement, prior to the occurrence and continuance of a Control Termination Event, the Special Servicer will only be permitted
to take any of the Special Servicer Decisions in clauses (iv), (v), (vi) and (vii) of the definition
of “Special Servicer Decision” as to which the Directing Certificateholder has consented in writing within ten (10)
business days (or, with respect to clause (vii) of the definition of “Special Servicer Decision”, five (5)
business days) after receipt of the Special Servicer’s written recommendation and analysis and all information reasonably
requested by the Directing Certificateholder, and reasonably available to the Special Servicer in order to grant or withhold such
consent (provided that if such written consent has not been received by the Special Servicer within such 10 business day
(or five (5) business day) period, the Directing Certificateholder will be deemed to have approved such action).


 


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).


 


Any fees or other charges
charged by the Master Servicer or the Special Servicer in connection with processing any Payment Accommodation with respect to
any Mortgage Loan or Serviced Whole Loan (in the aggregate with each other such Payment Accommodation with respect to such Mortgage
Loan or Serviced Whole Loan), in each case as a result of the COVID-19 emergency, shall not exceed an amount equal to 0.30% of
the Stated Principal Balance of such Mortgage Loan or Serviced Whole Loan (excluding attorneys’ fees and third party


 




    	 	-257-	 



     


    

 


expenses) and shall only
be borne by the borrower, not the Trust, and no Special Servicing Fee, Workout Fee or Liquidation Fee shall be payable in connection
with a Payment Accommodation. To the extent that a Mortgagor with respect to any Mortgage Loan or Serviced Whole Loan defaults
under a Payment Accommodation, all caps and limitations on fees shall no longer be applicable and the Special Servicer shall be
entitled to all other fees that would otherwise be payable to the Special Servicer from the Trust or otherwise, including Special
Servicing Fees, Workout Fees, Liquidation Fees, default interest and all other borrower-paid fees.


 


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real
property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related
Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless
(i) the Master Servicer or the Special Servicer, as the case may be, obtains Rating Agency Confirmation from each Rating
Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder and the Risk Retention Consultation Parties,
if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)) and (ii) such
substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan
within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer
or the Special Servicer, as the case may be, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor
if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with
respect thereto).


 


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


 





For the avoidance of doubt, the amendment to the One Bel Air
Mortgage Loan to permit the establishment of a condominium regime at the Mortgaged Property shall be a Major Decision and shall
be processed by the Special Servicer in accordance with Section 6.08. The Master Servicer shall forward any Mortgagor requests
relating to the negotiation or execution of such amendment to the Special Servicer and shall have no obligation to process any
such requests.







 


(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


 




    	 	-258-	 



     


    

 


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 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 the Risk Retention Consultation Parties, upon consultation with the Risk Retention Consultation Parties as
provided in Section 6.08, (y) with respect to any Serviced AB Whole Loan, any rights of the related Serviced AB Whole
Loan Controlling Holder to consent to such modification, waiver or amendment and (z) additionally, with respect to a Serviced
Whole Loan, the rights of the related Serviced Companion Noteholder or with respect to a 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 the Risk Retention Consultation Parties shall have no consultation rights, regarding
the matter; provided, further, that in the case of any release or substitution of collateral (other than a defeasance),
the Special Servicer shall have obtained an Opinion of Counsel that such release or substitution would not be a “significant
modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause
an Adverse REMIC Event. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (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


 




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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, 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 Risk Retention Consultation Parties pursuant to Section 6.08(a), (in each
case, other than with respect to a Mortgage Loan that is an Excluded Loan as to such party) ten (10) years prior to the expiration
of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor),
or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally
at the related Mortgage Rate.


 


(c)       Any
provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan is in
default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by the Master Servicer or the Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent
or any modification, waiver or amendment of a Mortgage Loan or Companion 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 


 




    	 	-260-	 



     


    

 


3.08(b) and Section
3.18(a) if any such waiver, modification or amendment constitutes a Major Decision, Special Servicer Decision or Payment Accommodation
or relates to a Specially Serviced Loan) may, consistent with the Servicing Standard, agree to any waiver, modification or amendment
of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default is not reasonably foreseeable
only if the contemplated waiver, modification or amendment (i) will not be a “significant modification” of the
Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause (x) either
Trust REMIC to fail to qualify as a REMIC for purposes of the Code or (y) either 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 be made on a Due Date, or if not made on a Due Date, be accompanied by all
interest that would be due on the next Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not a Specially
Serviced Loan.


 


(e)       Subject
to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any request by
a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting
of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the
terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this
Agreement, require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing
compensation, a reasonable or customary fee, for the additional services performed in connection with such request; provided that the charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(f)       All
modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and
the related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the
Special Servicer in accordance with the Servicing Standard).


 


(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 (after
the occurrence and during the continuance of a Control Termination Event), the Directing Certificateholder and the Risk Retention
Consultation Parties (in the case of the Directing Certificateholder, other than following the occurrence and continuance of a
Consultation Termination Event, and in the case of the Directing Certificateholder or the Risk Retention Consultation Parties,
other than with respect to any Excluded Loan as to such party), the


 




    	 	-261-	 



     


    

 


applicable Companion Holder
(unless, with respect to a Serviced AB Whole Loan Controlling Holder, an AB Control Appraisal Period has occurred, if applicable),
the related Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan
or the Directing Certificateholder or 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 (other than with respect to an Excluded Loan)),
the applicable Companion Holder (unless, with respect to a Serviced AB Whole Loan Controlling Holder, an AB Control Appraisal Period
has occurred, if applicable), the Risk Retention Consultation Parties (other than with respect to an Excluded Loan as to such 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 the Risk Retention Consultation Parties) 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 any modification, waiver or consent that is a Master Servicer Decision pursuant to clause (iv) of the definition
of “Master Servicer Decision”, if the related lease affects an area greater than or equal to 10% of net rentable area
of the related Mortgaged Property and less 30% of net rentable area of the related Mortgaged Property, the Master Servicer shall
deliver to the Special Servicer a copy of the approved lease. With respect to any modification, waiver or consent that is a Master
Servicer Decision pursuant to clause (vii) of the definition of “Master Servicer Decision”, the Master Servicer
shall deliver to the Special Servicer a copy of the approved annual budget. With respect to the processing of any modification,
waiver or consent related to any Mortgagor incurring Additional Debt or mezzanine debt, the Special Servicer (if the Special Servicer
processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master Servicer (if the Master Servicer
processes such modification, waiver or consent 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


 




    	 	-262-	 



     


    

 


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 defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that
such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments
at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage
Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the
related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest
in such substituted Mortgaged Property; provided, however, that, to the extent consistent with the related Mortgage
Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a
condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents and, if applicable,
Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor Mortgagor, 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


 




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documents, the Master Servicer
shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation of
any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25); provided, further, however, that no such confirmation from any Rating Agency
shall be required to the extent that the Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U
hereto for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a
Mortgage Loan with a Cut-off Date Balance less than $35,000,000, (ii) a Mortgage Loan that represents less than 5% of the
aggregate Cut-off Date Balance of all Mortgage Loans, 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 either Trust REMIC; and provided,
further, that the requirements set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation)
are satisfied; and provided, further, that such securities are backed by the full faith and credit of the United
States government, or the Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation of
any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans identified as Mortgage Loan Numbers 5, 7, 8, 11, 12, 15, 18, 21, 22, 23, 24, 25, 30, 31, 32,
33, 35, 36, 38, 40, 42, 43, 45, 46, 47, 48 and 49 for which KeyBank, Natixis or RREF is the applicable Mortgage Loan Seller and
that are subject to defeasance, the related Mortgage Loan Seller has transferred


 




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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 KeyBank, Natixis
or RREF 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 KeyBank, Natixis or RREF, 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 KeyBank, Natixis or RREF 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 “Aggregate Available Funds” and not
as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall
the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 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 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


 




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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.


 


In addition to the foregoing,
the Special Servicer shall be allowed to grant a forbearance on a Mortgage Loan related to the global COVID-19 emergency if (i)
prior to the 2021 calendar year, the period of forbearance granted, when added to any prior periods of forbearance granted before
or after the Trust acquired such Mortgage Loan (whether or not such prior grants of forbearance were covered by Section 5.02(2)
of Revenue Procedure 2020-26), does not exceed six months (or such longer period of time as may be allowed by guidance that is
binding on federal income tax authorities) and such forbearance is otherwise covered by Section 5.02(2) of Revenue Procedure 2020-26,
(ii) such forbearance is permitted under another provision of this Agreement and the requirements under such provision are satisfied,
or (iii) an Opinion of Counsel is delivered to the effect that such forbearance will not result in an Adverse REMIC Event.


 


(m)       Notwithstanding
any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor Agreement, the
Master Servicer may, without any Directing Certificateholder approval or consent (except as otherwise provided below in the definition
of Master Servicer Decision), any Risk Retention Consultation Party’s consultation or the Special Servicer’s approval
or consent or consultation (provided that, the Master Servicer delivers notice thereof to the Special Servicer after completion
(and the Special Servicer shall promptly, prior to the occurrence of a Consultation Termination Event and other than in respect
of any Excluded Loan, deliver notice thereof to the Directing Certificateholder, except to the extent that the Special Servicer
or the Directing Certificateholder, as the case may be, notifies the Master Servicer that such party does not desire to receive
copies of such items) 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 and receipt of financial statements, but including immaterial timing
waivers such as with respect to late 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 and there is no lender discretion permitted under the 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 if the Special Servicer has determined, in
accordance with the


 




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proviso to the definition
of “Special Servicer Decision”, that such easements or rights of way do not 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 subordination, non-disturbance and attornment agreements and consents involving leasing activities
that do not involve a ground lease and affect an area less than or equal to the lesser of (a) 30% of the net rentable area
of the improvements at the Mortgaged Property and (b) 30,000 square feet of the improvements at the Mortgaged Property),
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 if the Special Servicer has determined, in accordance with the proviso to the definition of
“Special Servicer Decision”, that such condemnation is not with respect to a material parcel or a material income
producing parcel and such condemnation does 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 related Mortgage Loan or Companion Loan when due; (vi) consent
to a change in property management relating to any Mortgage Loan if the replacement property manager is not a Borrower Party and
the Mortgage Loan has an outstanding principal balance less than $10,000,000; (vii) approve annual operating budgets for
Mortgage Loans; (viii) 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 reasonably satisfactory in form and substance to the Master Servicer or the Special 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; (ix) any non-material modification, amendment, consent to a non-material modification
or waiver of any term of any Intercreditor Agreement if the Special Servicer has determined, in accordance with the proviso to
the definition of “Major Decision” that such modification, amendment or consent is administrative in nature, including
a note-splitting amendment, provided that if any such modification or amendment would adversely impact the Special Servicer,
such modification or amendment will additionally require the consent of the Special Servicer as a condition to its effectiveness;
(x) any determination of 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 for any such determination; (xi) 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; (xii) any determination to bring a Mortgaged Property into
compliance with applicable environmental laws or to otherwise address hazardous material located at a Mortgaged Property subject,
prior to the occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan, to the
consent (or deemed consent) of the Directing Certificateholder; (xiii) any transfer of the Mortgaged Property 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; (xiv) to the extent


 




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not a Major Decision or
a Special Servicer Decision pursuant to clause (x) of the definition of “Major Decision” or clause (iii)
of the definition of “Special Servicer Decision”, respectively, any requests for the funding or disbursement of
amounts from any escrow accounts, reserve funds or letters of credit held as “performance”, “earn-out”,
“holdback” or similar escrows or reserves where such request is for funding or disbursement of ordinary course impounds,
repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an approved
lease, each in accordance with the Mortgage Loan documents (all such fundings and disbursements being collectively referred to
as “Routine Disbursements”) or any other funding or disbursement as mutually agreed upon by the Master Servicer
and the Special Servicer; provided, however, that in the case of any Mortgage Loan whose escrows, reserves, holdbacks
and related letters of credit exceed, in the aggregate, at the related origination date, 10% of the initial principal balance
of such Mortgage Loan (which Mortgage Loans are identified on Schedule 3 hereto), no such funding or disbursement of such
escrows, reserves, holdbacks or letters of credit shall be deemed to constitute a Routine Disbursement, and shall instead constitute
Special Servicer Decisions, except for the routine funding of tax payments and insurance premiums when due and payable; and (xv) grant
or agree to any other waiver, modification, amendment and/or consent that does not constitute a Major Decision, a Special Servicer
Decision or a Payment Accommodation; 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 either Trust REMIC to
fail to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of Counsel (at the expense of the Trust
to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting such opinion is consistent with the Servicing
Standard), (y) agreeing to such action would be consistent with the Servicing Standard, and (z) agreeing to such action
would not violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement; provided, further,
that, 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. In connection with the processing by the Master Servicer
of any Master Servicer Decision, after completion thereof, the Master Servicer shall deliver notice thereof to the Special Servicer
(and the Special Servicer shall promptly, prior to the occurrence and continuance of a Consultation Termination Event and other
than in respect of any Excluded Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling Class,
deliver notice thereof to the Directing Certificateholder, except to the extent that the Special Servicer or the Directing Certificateholder,
as applicable, notifies the Master Servicer that the Special Servicer or the Directing Certificateholder, as applicable, does
not desire to receive copies of such items). The foregoing is intended to be an itemization of actions the Master Servicer may
take without having to obtain the approval of any other party and is not intended to limit the responsibilities of the Master
Servicer hereunder.


 


(n)       Neither
the Master Servicer nor the Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the documents evidencing
such modification provide that all payments on the junior or “B” portion of such AB Modified Loan (including interest,
principal and other amounts) shall only be payable after the point in time at which all


 




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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 3.19Transfer
of Servicing Between the Master Servicer and the Special Servicer; Recordkeeping; Asset Status Report. (a)  Upon
determining that a Servicing Transfer Event has occurred with respect to any 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 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


 




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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.


 


(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)
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 and related Companion
Loan, if applicable, and the related Mortgaged Property to the Master Servicer and the Directing Certificateholder (but with respect
to the Directing Certificateholder, 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). 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, once finalized and approved, a “Subsequent Asset Status Report”). The Special Servicer
shall deliver each Subsequent Asset Status Report and Final Asset Status Report in electronic form to the Master Servicer, the
Directing Certificateholder (but with respect to the Directing Certificateholder, only in respect of any Mortgage Loan other than
(A) any Excluded Loan as to such party or (B) any Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period,
and in any event prior to the occurrence and continuance of a Consultation Termination Event), any related Serviced AB Whole Loan
Controlling Holder prior to an AB Control Appraisal Period with respect to any Serviced AB Whole Loan, each Risk Retention Consultation
Party (but only with respect to any Mortgage Loan other than an Excluded Loan as to such party), the Operating Advisor (but, other
than with respect to an


 




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Excluded Loan with respect
to the Directing Certificateholder or the Holder of the majority of the Controlling Class, only after the occurrence and during
the continuance of a Control Termination Event and, with respect to any Serviced AB Whole Loan, only to the extent that such Whole
Loan is subject to an AB Control Appraisal Period) and the 17g-5 Information Provider (which shall promptly post such report on
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, with respect to any related Serviced
Companion Loan, to the related Companion Holder or, to the extent the related Serviced Companion Loan has been included in an Other
Securitization, to the master servicer of such Other Securitization into which the related Serviced Companion Loan has been sold;
the Special Servicer shall also deliver a summary of each Final Asset Status Report to the Certificate Administrator and the Certificate
Administrator shall post the summary of the Final Asset Status Report to the Certificate Administrator’s Website. For the
avoidance of doubt, the Master Servicer shall not make any Asset Status Reports available to any Certificateholders on its website.
None of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to the Certificate
Administrator. Further, the Certificate Administrator shall not request any Asset Status Report or Final Asset Status Report from
the Master Servicer. Such Asset Status Report shall set forth the following information to the extent reasonably determinable based
on the information that was delivered to the Special Servicer in connection with the transfer of servicing pursuant to the Servicing
Transfer Event:


 


(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;


 




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(vi)       a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease,
if applicable) or franchise agreement;



 


(vii)       the
decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)       an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the
net present value calculation and all related assumptions;


 


(ix)       the
Appraised Value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an
explanation of those adjustments; and


 


(x)       such
other information as the Special Servicer deems relevant in light of the Servicing Standard.


 


If within ten (10) Business
Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing
or if the 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, the RR Interest Owner 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 a Control Termination Event) and the 17g-5 Information Provider
(which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)).
With respect to any Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination
Event, the Special Servicer shall revise such Asset Status Report as described above in this Section 3.19(d) until the
Directing Certificateholder shall fail to disapprove such revised Asset Status Report in writing


 




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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, the RR Interest Owner 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 may act upon the
most recently submitted form of Asset Status Report if consistent with the Servicing Standard; 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 Process”. Prior to the occurrence of a Control Termination 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 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 a Control Termination
Event has occurred and is continuing(or, with respect to a Serviced AB Whole Loan, if both a Control Termination Event has occurred
and is continuing and an AB Control Appraisal Period is in effect), the Special Servicer shall promptly deliver each Asset Status
Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination Event
has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder). 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


 




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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 and the RR
Interest Owner (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 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 on a non-binding basis (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 and the RR Interest Owner as a collective whole (or, with respect to a Serviced
Whole Loan, the best interest of the Certificateholders, the RR Interest Owner 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)).


 


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 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.


 




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Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate Companion Loan, the
Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Loan
pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval rights
over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status Report shall be as set
forth in the related Intercreditor Agreement.


 


(e)       (i)  Upon
receiving notice of the occurrence of the events described in clause (iv) or (ix) of the definition of Servicing
Transfer Event (without regard to the 60-day 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,


 




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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, the RR Interest Owner 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 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 3.20Sub-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, the RR Interest Owner 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 RR Interest Owner (or the related Companion Holder, if applicable) shall have any duties under
such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant
to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its option and without
penalty; provided, however, that the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its
designees as contemplated by Section 3.20(g) and in such


 




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additional manner and by
such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights
of indemnification that may be satisfied out of assets of the Trust except through the Master Servicer or the Special Servicer,
as the case may be, if and only to the extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer
to modify any Mortgage Loan unless and to the extent the Master Servicer or the Special Servicer, as the case may be, is permitted
hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision
without the consent of the Master Servicer or the Special Servicer, as applicable (which consent shall not be granted except in
accordance with Section 6.08); (viii) with respect to any Sub-Servicing Agreement entered into after the Closing Date,
if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related
Sub-Servicing Agreement is entered into, is not a Prohibited Party; and (ix) provides that the Sub-Servicer shall be in default
under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration of any
applicable grace period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required
to be delivered to the Master Servicer, the Certificate Administrator or the Depositor under Article XI or under the
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. 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 serviced thereunder at the time such Mortgage Loan
becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing
Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue to make
all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement with respect to Specially Serviced
Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO
Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental services with respect
to such Specially Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing Agreement. The Master
Servicer or Special Servicer, as the case may be, shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any
amendments thereto and modifications thereof, entered into by it, in each case promptly upon its execution and delivery of such
documents. References in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be
taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer
(if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations
of the Master Servicer hereunder to make Advances shall be deemed to have been advanced by the Master Servicer out of its own
funds and, accordingly, in such event, such Advances shall be


 




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recoverable by such Sub-Servicer
in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and, for so long as they are outstanding,
such Advances shall accrue interest in accordance with Section 3.03(d), such interest to be allocable between the Master
Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes
of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub-Servicer retained by it receives
such payment. The Master Servicer or the Special Servicer, as the case may be, shall notify the Master Servicer or the Special
Servicer, as the case may be, the Trustee and the Depositor (and the Special Servicer shall notify the Operating Advisor) in writing
promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer need not provide such notice as to the Initial
Sub-Servicing Agreements.


 


(b)       Each
Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the
related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)       As
part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee, the Certificateholders
and the RR Interest Owner, shall (at no expense to the Trustee, the Certificateholders, the RR Interest Owner 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 and the RR Interest Owner.


 


(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 and the Special Servicer
shall remain obligated and responsible to the Trustee, the Master Servicer (with respect to the Special Servicer), the Special
Servicer (with respect to the Master Servicer), holders of the Companion Loans serviced hereunder, the Certificateholders and the
RR Interest Owner for the performance of each parties’ respective obligations and duties under this Agreement in accordance
with the


 




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provisions hereof to the
same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans for which
it is responsible, and the Master Servicer shall pay the fees of any Sub-Servicer engaged by such party thereunder as and when
due from its own funds. In no event shall the Trust bear any termination fee required to be paid to any Sub-Servicer as a result
of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)       The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to enable
such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)       Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes a successor master servicer,
the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its
provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations
of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement
without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner
which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement, without the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)       With
respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request
(such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information
to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant
to the terms hereof.


 


(i)       Notwithstanding
any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement 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, 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)       [RESERVED].


 




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Section 3.21Interest
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), 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 (all amounts so deposited in any consecutive February and January pursuant to clause (i), “Withheld
Amounts”).


 


(b)       On
each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the
Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


 


Section 3.22Directing
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 Control Termination Event, the Operating Advisor (with respect to the Special Servicer only),
regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special
Servicer, as the case may be, is responsible.


 


Section 3.23Controlling
Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Parties; 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 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.


 




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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.


 


On the Closing Date, each
initial Risk Retention Consultation Party shall execute a certification substantially in the form of Exhibit P-1H to
this Agreement. Upon the resignation or removal of any existing Risk Retention Consultation Party, any successor Risk Retention
Consultation Party shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1H
to this Agreement prior to being recognized as the new Risk Retention Consultation Party.


 


(b)       Once
a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) and
the RR Interest Owner 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.
Additionally, once a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the
Depositor, the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate
Owner, if applicable) and the RR Interest Owner shall be entitled to rely on such selection unless the Holders of the related
portion 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


 




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


 


(c)       Until
it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder, the Directing Certificateholder and each Risk Retention Consultation Party.


 


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


 


(e)       Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the
Master Servicer and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or Risk Retention Consultation Party or the existence of a new Controlling Class Certificateholder, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer. Notwithstanding the foregoing, (a)
RREF IV Debt AIV, LP 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 is continuing and (b) Barclays Bank PLC, KeyBank and SGFC shall be the initial Risk Retention Consultation Parties and
shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event
occurs and is continuing.


 


Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder and
the Risk Retention Consultation Parties.


 


(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.


 




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(g)       Each
Certificateholder and the RR Interest Owner acknowledges and agrees, by its acceptance of its Certificates or the RR Interest,
that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders
of one or more Classes of Certificates or the RR Interest; (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 or the RR Interest; and (v) the
Directing 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 nor RR Interest Owner 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) each Risk Retention Consultation Party may have special relationships
and interests that conflict with those of Holders of one or more Classes of Certificates or VRR Interest Owners other than the
applicable VRR Interest Owner; (ii) each Risk Retention Consultation Party may act solely in the interests of the applicable
VRR Interest Owner; (iii) each Risk Retention Consultation Party does not have any liability or duties to the Holders of any
Class of Certificates or VRR Interest Owner other than the applicable VRR Interest Owner; (iv) each Risk Retention Consultation
Party may take actions that favor interests of the Holders of one or more Classes or VRR Interest Owner over the interests of the
Holders of one or more other Classes of Certificates or other VRR Interest; and (v) each Risk Retention Consultation Party
shall have no liability whatsoever (other than to the applicable VRR Interest Owner) for having so acted as set forth in clauses (i)
through (iv) above, and no Certificateholder may take any action whatsoever against the applicable Risk Retention Consultation
Party or any director, officer, employee, agent or principal of such 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 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.


 




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(j)       With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)       The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee,
or any Certificateholder and provide such information to the requesting party.


 


(l)       At
any time that the Controlling Class Certificateholder is the holder of a majority of the Class F Certificates and the Class F
Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to
exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to
the Depositor, the Certificate Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com), the Master
Servicer, the Special Servicer and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during such
time as a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii)
of the definition of Control Termination Event and clause (ii) of the definition of Consultation Termination Event,
such Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence and have not occurred
with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right
to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its interest
in the Class F Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving
effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving
Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint
a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior
waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to irrevocably
waive its right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling Class Certificateholder.
The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No
Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced
Loan prior to the sale or transfer of the Class F Certificates to the Non-Waiving Successor and had not also become a Corrected
Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


 


(m)       Promptly
upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement
made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information
of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust).
The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10) Business
Days of the existence or cessation of (i) any Control Termination Event or (ii) any


 




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Consultation Termination
Event. Upon the Certificate Administrator’s determination that a Control Termination Event or a Consultation Termination
Event has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special
notice” on the Certificate Administrator’s Website pursuant to this provision.


 


In the event that a Control
Termination Event has occurred due to a reduction of the Certificate Balance of the Class F Certificates (taking into account
the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance
with Section 4.05(a)) 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 Certificates to less
than 25% of the Original Certificate Balance thereof.”


 


In the event that a Control
Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class F Certificateholder,
who has become the Controlling Class Certificateholder, of its right to appoint a Directing Certificateholder or to exercise any
of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control Termination Event and
a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder of its rights
as Controlling Class Certificateholder.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall
state: “A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such
Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each
case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In the event of any transfer
of a Class F Certificate, and upon notice to the Certificate Administrator in the form of Exhibit NN that results in
a termination of a Control Termination Event or a Consultation Termination Event, such “special notice” shall state:
“A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a
Transfer of a majority interest of the Controlling Class Certificates to an unaffiliated third party which has terminated
any waiver by the prior Holder.”


 


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.


 


The Risk Retention Consultation
Parties 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.


 




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Section 3.24Intercreditor
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. In no event shall the Master Servicer or the Special Servicer
be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or
mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which
notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the Master
Servicer or the Special Servicer, as the case may be, be required to consult with or obtain the consent of a new Directing Certificateholder
or a new Controlling Class Certificateholder or consult with a new Risk Retention Consultation Party unless the Certificate Administrator
has delivered notice to the Master Servicer or the Special Servicer, as applicable, as required under Section 3.23(e) or
the Master Servicer or the Special Servicer, as applicable, have actual knowledge of the identity and contact information of a
new Directing Certificateholder, a new Controlling Class Certificateholder or a new Risk Retention Consultation Party.


 




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(c)       No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or
the Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this
Agreement, including the Master Servicer’s or the Special Servicer’s obligation to act in accordance with the Servicing
Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust, (b) result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions
or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s
or the Master Servicer’s responsibilities under this Agreement.


 


(d)       With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor, the Directing Certificateholder
or the Risk Retention Consultation Parties hereunder may have to consult with respect to any action or other matter with respect
to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right is exercisable
by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder
and the Risk Retention Consultation Parties 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 such 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


 




    	 	-287-	 



     


    

 


Certificateholder, the Special
Servicer shall no longer be obligated to consult with such related Companion Holder, whether or not such related Companion Holder
has responded within such ten (10) Business Day period (unless, the Special Servicer proposes a new course of action that
is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed
to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding the consultation
rights of the related Companion Holder set forth in the immediately preceding sentence, the Special Servicer may make any Major
Decision or take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business
Day period if the Special Servicer determines that immediate action with respect thereto is necessary to protect the interests
of the Certificateholders, the RR Interest Owner 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.


 


Section 3.25Rating
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 


 




    	 	-288-	 



     


    

 


Scenario.” Once
the RAC Requesting Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting
Party may, but shall not be obligated to send such request directly to the Rating Agencies in accordance with the procedures set
forth in Section 13.10(d).


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response
Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request
nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document
requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of
the Mortgage Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation
shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer
or the Special Servicer, as the case may be, may then take such action if the Master Servicer or the Special Servicer, as the
case may be, confirms its original determination (made prior to making such request) that taking the action with respect to which
it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to
a replacement of the Master Servicer or the Special Servicer, such condition shall be deemed not to apply (as if such requirement
did not exist) if (i) the replacement master servicer or special servicer has been appointed and currently serves as a master
servicer or a special servicer, as applicable, on a transaction-level basis on a commercial mortgage-backed securities transaction
currently rated by Moody’s that currently has securities outstanding and for which Moody’s has not cited servicing
concerns with respect to such replacement master servicer or special servicer as the sole or 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 commercial mortgage-backed securitization transaction serviced by the applicable replacement master servicer
or special servicer prior to the time of determination, if Moody’s 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. 


 


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).


 




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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 3.26The Operating
Advisor. (a)  The Operating Advisor shall promptly review (i) all information made available to Privileged
Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Loan, and (B) that is contained
in the CREFC® Servicer Watch List prepared by the Master Servicer and (ii) each Final Asset Status Report
delivered to the Operating Advisor by the Special Servicer. For the avoidance of doubt, 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. Except
with respect to a waiver of the Operating Advisor Consulting Fee by the Master Servicer pursuant to Section 3.26(i), the
Operating Advisor shall have no obligation or responsibility at any time to consult with the Master Servicer.


 


(b)       The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report), subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged
Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees
that it shall use information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of
complying with its duties and obligations hereunder.


 


(c)       (i)  After
the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s review of any
assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications between
the Directing Certificateholder and the Special Servicer that would be


 




    	 	-290-	 



     


    

 


Privileged 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, including each Asset Status Report delivered during the prior calendar year, 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) 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), for which a Control Termination Event was continuing as of December 31 and setting forth its assessment of the
Special Servicer’s performance of its duties pursuant to this Agreement during the prior calendar year with respect to the
resolution and/or liquidation of Specially Serviced Loans that the Special Servicer is responsible for servicing under this Agreement;
provided, further, however, that in the event the Special Servicer is replaced, the Operating Advisor Annual
Report shall only relate to the Special Servicer that was acting as Special Servicer as of December 31 in the prior calendar year
and is continuing in such capacity through the date of such Operating Advisor Annual Report. Notwithstanding the foregoing, with
respect to any Serviced AB Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the Special
Servicer’s performance in respect of such Serviced AB Whole Loan until after the occurrence and during the continuance of
an AB Control Appraisal Period under the related Intercreditor Agreement. Subject to the restrictions in this Agreement, including,
without limitation, Section 3.26(c), each such Operating Advisor Annual Report shall (A) identify any material deviations
(i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect
to the resolution or liquidation of Specially Serviced Loans or REO Properties that the Special Servicer is responsible for servicing
under this Agreement (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan) and (B) comply
with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted
exceptions); provided that the Operating Advisor (i) shall not be required to report on any instances of non-compliance
with, or deviations from, the Servicing Standard or the Special Servicer’s obligations under this Agreement that the Operating
Advisor determines, in accordance with the Operating Advisor Standard, to be immaterial and (ii) shall not be required to provide
or obtain a legal opinion, legal review or legal conclusion. 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. The Operating
Advisor Annual Report shall be prepared on the basis of the Special Servicer’s performance of its duties as they relate
to the


 




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resolution and liquidation
of Specially Serviced Loans, taking into account the Special Servicer’s specific duties under this Agreement as well as the
extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating
Advisor of the items required to be reviewed by it pursuant to this Agreement. Notwithstanding the foregoing, no Operating Advisor
Annual Report shall be required from the Operating Advisor with respect to the Special Servicer if, during the prior calendar year,
no Final Asset Status Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property.


 


(ii)       In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any
information it is provided without liability for any such reliance hereunder. In the event a lack of access to Privileged Information
limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating Advisor shall set forth
any such limitations or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject
to any liability arising from its lack of access to Privileged Information.


 


(d)       Prior
to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan, prior to the occurrence
and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the Special Servicer will forward
any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination of what course
of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor after such
calculations have been finalized. The Operating Advisor shall review such calculations but shall not opine on or take any affirmative
action with respect to such Appraisal Reduction Amount calculations and/or net present value calculations (except that if the Operating
Advisor discovers a mathematical error contained in such calculations, then the Operating Advisor shall notify the Special Servicer
of such error).


 


(e)       (i)  After
the occurrence and during the continuance of a Control Termination Event, and with respect to any Serviced AB Whole Loan, after
the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal Period, after the calculation
but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal Reduction Amounts
or Collateral Deficiency Amount (if the Special Servicer has calculated any such Appraisal Reduction Amount or Collateral Deficiency
Amount) or (ii) net present value in accordance with Section 1.02(iv), the Special Servicer shall forward such calculations,
together with any supporting material or additional information necessary in support thereof (including such additional information
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


 




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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 Appraisal Reduction Amount or Collateral Deficiency Amount (if calculated by the Special Servicer) or net present value
or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the
Operating Advisor and the Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical
calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations
or any disagreement within five (5) Business Days of delivery of such calculations. The Master Servicer shall cooperate with the
Special Servicer and provide any information reasonably requested by the Special Servicer necessary for the calculation of the
Appraisal Reduction Amount or Collateral Deficiency Amount and in the Master Servicer’s possession. 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.


 


(iii)       Notwithstanding
the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be permitted to be exercised
by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during the continuance of both
a Control Termination Event (except with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class) and a related AB Control Appraisal Period.


 


(f)       Notwithstanding
the foregoing, prior to the occurrence and continuance of a Control Termination Event, the Operating Advisor’s review shall
be limited to an after-the-action review of any assessment of compliance, attestation 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 the Special Servicer may perform under this Agreement. In addition, with respect to the Operating Advisor’s
review of net present value or Appraisal Reduction Amount calculations as described above, the Operating Advisor’s recalculation
shall not take into account the


 




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reasonableness of Special
Servicer’s property and Mortgagor performance assumptions or other similar discretionary portions of the net present value
or 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
and the RR Interest Owner), 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)       Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with
the terms of Section 4.07(a).


 


(i)       As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Remittance Date with respect to each Mortgage Loan (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. In addition, the
Depositor shall pay the Operating Advisor a fee of $5,000 (the “Operating Advisor Upfront Fee”) on the Closing
Date.


 




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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).
Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding Certificate
Balances of the Control Eligible Certificates have not been reduced to zero as a result of the allocation of Non-VRR 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
will have no obligations or consultation rights in its capacity as operating advisor with respect to: (i) any Non-Serviced
Whole Loan or any related REO Property or (ii) any Serviced AB Whole Loan, prior to the occurrence and continuance of both
an AB Control Appraisal Period and a Control Termination Event; provided, further, that the Operating Advisor shall
not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan 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 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


 




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constitute an additional
expense of the Trust). The Certificate Administrator shall promptly provide written notice to all Certificateholders and the RR
Interest Owner of such request by posting such notice on the Certificate Administrator’s Website in accordance with Section
3.13(b), and concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote
or written direction of Holders of Certificates evidencing at least 75% of the Voting Rights (taking into account the application
of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal
Reduction Amounts are allocable), the Trustee shall immediately 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 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 shall, as soon as possible,
be required to give written notice of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate
Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor,
the Directing Certificateholder, the Risk Retention Consultation Parties, the RR Interest Owner, any Companion Loan holder and
the Certificateholders.


 


(l)       The
Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee of the
occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating
Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any
such waiver of an Operating Advisor Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall
be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating
Advisor Termination Event prior to such waiver from the Trust.


 


(m)       Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be


 




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unreasonably withheld, conditioned
or delayed, to the identity of any replacement Operating Advisor appointed pursuant to this Section 3.26; provided,
further, that such consent will be deemed to have been granted if no objection is made within ten (10) Business Days
following the Directing Certificateholder’s receipt of the request for consent and, if granted or deemed granted, such consent
cannot thereafter be revoked or withdrawn.


 


(n)       The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days’ prior
written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer, the Directing Certificateholder and the Risk Retention Consultation Parties, 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)       In
the event there are no Classes of Certificates outstanding other than (i) the Control Eligible Certificates, the VRR Interest and
the Class S Certificates and (ii) the Class R Certificates, then all of the rights and obligations of the Operating Advisor
shall terminate without payment of any termination fee (other than any rights or obligations that accrued prior to the date of
such termination (including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring
prior to such termination). In connection with any termination pursuant to this Section 3.26(o), no successor operating
advisor shall be appointed. Upon receipt of written notice of such acts by a Responsible Officer of the Trustee, the Trustee shall
provide the Operating Advisor with prompt notice upon its termination pursuant to this Section 3.26(o).


 


(p)       In
the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid
Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses
pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(q)       The
parties hereto agree, and the Certificateholders and the RR Interest Owner by their acceptance of their Certificates and the RR
Interest shall be deemed to have agreed, that (i) subject to Section 6.04, the Operating Advisor shall have no liability
to any Certificateholder or the RR Interest Owner 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


 




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(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 the RR Interest Owner 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 or the RR Interest; provided,
however, that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer
Affiliate of the Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor
and such Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Operating
Advisor under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such
Affiliate and its personnel from gaining access to information regarding the Trust and the Operating Advisor and its personnel
from gaining access to such Affiliate’s information regarding its investment activities.


 


(s)       The
Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible Operating
Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee shall appoint
a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the foregoing, if the
Trustee is unable to find a successor operating advisor within 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) and (d) 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.


 




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(u)       With
respect to the determination of whether a Control Termination Event or Consultation Termination Event has occurred and is continuing,
or has terminated, the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator of notice
thereof pursuant to Section 3.23(l), and, with respect to any obligations of the Operating Advisor that are performed only
after the occurrence and continuance of a Control Termination Event and/or Consultation Termination Event, the Operating Advisor
shall have no obligation to perform any such duties until the receipt of such notice or actual knowledge of the occurrence of a
Control Termination Event or Consultation Termination Event.


 


Section 3.27Companion
Paying Agent. (a)  With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion
Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically
set forth in this Agreement.


 


(b)       No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)       In
the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII
of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


 


(d)       This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section 3.28Serviced
Companion Noteholder Register. The Companion Paying Agent shall maintain a register (the “Serviced Companion Noteholder
Register”) with respect to each Serviced Companion Loan on which it will record the names and address of, and wire transfer
instructions for, the Serviced Companion Noteholders from time to time, to the extent such information is provided in writing
to it by each Serviced Companion Noteholder. The initial Serviced Companion Noteholders, along with their respective name and
address, are listed on Exhibit S hereto. In the event a Serviced Companion Noteholder transfers a Serviced Companion
Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected payment
in such Serviced Companion Loan and shall have no obligation to recover and redirect such payment.


 




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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
3.29Certain 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.


 


(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 Special Servicer, following the occurrence and during the continuance of a Consultation


 




    	 	-300-	 



     


    

 


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 shall receive any communication from the
applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any “Major Decision” pursuant to
clause (xii) of the definition of such term, then the Master Servicer or Special Servicer shall forward the communication
to the Directing Certificateholder (and to the Master Servicer, if the Special Servicer is forwarding such communication) and the
Special Servicer shall reasonably cooperate with the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special
Servicer, as the case may be, in effecting any action by the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer, in any such case subject to and consistent with the related Intercreditor Agreement.


 


(i)       During
the period from and after 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®


 




    	 	-301-	 



     


    

 


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 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 Special Servicer, following the occurrence and during the continuance of a Consultation Termination Event,
shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling
Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


Section 3.30[RESERVED].


 


 




    	 	-302-	 



     


    

 





Section 3.31[RESERVED]. Litigation
Control. (a)  With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any Serviced
Companion Loan or any related REO Loan or related REO Property, the Special Servicer shall, in accordance with the Servicing
Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor, or other obligor on the
related Note or any Affiliates thereof (each a “Borrower-Related Party”) against the Trust, the Master
Servicer and/or the Special Servicer or any predecessor master servicer or special servicer, and represent the interests of
the Trust in any litigation relating to the rights and obligations of the Trust, or of the Mortgagor or other
Borrower-Related Party under the related Mortgage Loan documents, or with respect to the related Mortgaged Property or other
collateral securing such Mortgage Loan (or Serviced Whole Loan), or otherwise with respect to the enforcement of the
obligations of a Borrower-Related Party under the related Mortgage Loan documents (“Trust-Related
Litigation”). In the event that the Master Servicer is named in any Trust-Related Litigation but the Special
Servicer is not named in such Trust-Related Litigation (regardless of whether the Trust is named in such Trust-Related
Litigation), the Master Servicer shall notify the Special Servicer of such litigation as soon as practicable but in any event
no later than within ten (10) Business Days of the Master Servicer receiving service of such Trust-Related Litigation. The
Operating Advisor shall not be required to review the actions of the Special Servicer with respect to Trust-Related
Litigation unless such review is otherwise related to the performance of the Operating Advisor’s duties, rights and
obligations in respect of a Final Asset Status Report and/or Asset Status Report.


 


(b)       To
the extent the Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor the Special Servicer is named,
in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection, the Master Servicer
shall (i) provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (ii) seek to have the
Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a
party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions
related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of counsel;
provided that the Master Servicer shall have the right to engage separate counsel relating to claims against the Master
Servicer to the extent set forth in Section 3.32(e); and provided, however, that if there are claims against
the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel
shall be reasonably acceptable to the Master Servicer.


 


(c)       The
Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Trust-Related
Litigation or (ii) initiate any material Trust-Related Litigation unless and until it has notified in writing the Directing Certificateholder
(only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuance of a Consultation Termination
Event) (to the extent the identity of the Directing Certificateholder is actually known to the Special Servicer; provided
that the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity of the Directing Certificateholder)
and the related holder of any Serviced Companion Loan (if such matter affects such related Serviced Companion Loan) (to the extent
the identity of the holder of such Serviced Companion Loan is actually known to the Special Servicer) and the Directing Certificateholder
(only if the related Mortgage Loan is not an Excluded Loan and prior to the occurrence and continuation of a Control Termination
Event) has not objected in writing within five (5) Business


 




    	 	-303-	 



     


    

 


Days of having been notified
thereof and having been provided with all information that the Directing Certificateholder has reasonably requested with respect
thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has
not been received by the Special Servicer within such 5 Business Day period, then the Directing Certificateholder shall be deemed
to have approved the taking of such action); provided that, if the Special Servicer determines (consistent with the Servicing
Standard) that immediate action is necessary to protect the interests of the Certificateholders and the RR Interest Owner and,
with respect to a Serviced Whole Loan, the related Companion Holders, the Special Servicer may take such action without waiting
for the Directing Certificateholder’s response.


 


(d)       Notwithstanding
the foregoing, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation provided
by the Directing Certificateholder, the holder of a Serviced Companion Loan or any Risk Retention Consultation Party (or any other
party to this Agreement) that would require or cause the Special Servicer or the Master Servicer, as applicable, to violate any
applicable law, be inconsistent with the Servicing Standard, require or cause the Special Servicer or the Master Servicer, as applicable,
to violate provisions of this Agreement, require or cause the Special Servicer or the Master Servicer, as applicable, to violate
the terms of any Mortgage Loan or Serviced Whole Loan, expose any Certificateholder or any party to this Agreement or their Affiliates,
officers, directors or agents to any claim, suit or liability, cause any REMIC created hereunder to fail to qualify as a REMIC,
result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC
Provisions or materially expand the scope of the Special Servicer’s or the Master Servicer’s, as the case may be, responsibilities
under this Agreement.


 


(e)       Notwithstanding
the right of the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights
of the Special Servicer to direct the Master Servicer’s actions in this Section 3.32, the Master Servicer shall retain
the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage
separate counsel and to appear in any proceeding on its own behalf in such Master Servicer’s reasonable discretion, the cost
of which shall be subject to indemnification as and to the extent provided in this Agreement.


 


(f)       Further,
nothing in this section shall require the Master Servicer to take or fail to take any action which, in such Master Servicer’s
good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject such Master Servicer
to liability or materially expand the scope of such Master Servicer’s obligations under this Agreement.


 


(g)       Notwithstanding
the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall
have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle any claims asserted
against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation)
(and with respect to any material settlements with respect to any Mortgage Loan other than an Excluded Loan, with the consent or
consultation of the Directing Certificateholder prior to a Control Termination Event or Consultation Termination Event, respectively)
and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether
or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case


 




    	 	-304-	 



     


    

 


that (A) such settlement
or other direction does not require any admission of liability or wrongdoing on the part of the Master Servicer, (B) the cost of
such settlement or any resulting judgment is and shall be paid by the Trust and payment of such cost or judgment is provided for
in this Agreement, (C) the Master Servicer is and shall be indemnified as and to the extent provided in this Agreement for all
costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment,
(D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer)
to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably
satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C).


 


(h)       In
the event both the Master Servicer and the Special Servicer or Trust are named in Trust-Related Litigation, the Master Servicer
and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded
to such party in this Section 3.32.


 


This Section 3.32
shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority
and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust in
accordance with the Servicing Standard.


 


Notwithstanding the foregoing,
(i) in the event that any action, suit, litigation or proceeding names the Trustee in its individual capacity, or in the event
that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master
Servicer or the Special Servicer, as the case may be, may retain counsel and appear in any such proceeding on its own behalf in
order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (ii)
in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the
enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents, or otherwise
relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without
the prior written consent of the Trustee, (A) initiate an action, suit, litigation or proceeding in the name of the Trustee, whether
in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any government
filings, forms, permits, registrations or other documents or take any other similar actions with the intent to cause, and that
actually causes, the Trustee to be registered to do business in any state (provided that neither the Master Servicer nor
the Special Servicer shall be responsible for any delay due to the unwillingness of the Trustee to grant such consent); and (iii)
in the event that any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding
relating to or arising from this Agreement or any Mortgage Loan, the Trustee shall have the right to retain counsel and appear
in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or individually (but
not to otherwise direct, manage or prosecute such litigation or claim); provided, however, that nothing in this
subsection shall be interpreted to preclude the Special Servicer (with respect to any material Trust-Related Litigation with respect
to any Mortgage Loan other than an Excluded Loan, with the consent or consultation of the Directing Certificateholder prior to
the occurrence and continuance of a Control Termination Event or Consultation Termination


 




    	 	-305-	 



     


    

 


Event, respectively, to the
extent required in Section 3.32(c), respectively) from initiating any action, suit, litigation or proceeding in its name
as representative of the Trustee of the Trust.


 


Section 3.33Delivery
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 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 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 Loan in the form of Exhibit P-1E
to this Agreement. Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class
Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded
Information is not available on the Certificate Administrator’s Website on account of it constituting Excluded Information,
such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related
Excluded Loan shall be permitted to obtain such information in accordance with Section 4.02(f) of this Agreement.


 


[End of Article III]


 


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS AND RR INTEREST OWNER


 


Section
4.01Distributions. 


 


(a)       Distributions
of Non-VRR Available Funds. On each Distribution Date, to the extent of the 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 (other than the Class LRR Uncertificated Interest and the LRI Uncertificated Interest),
and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order
of priority, satisfying in full, to the extent


 




    	 	-306-	 



     


    




 


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-5, Class A-SB, Class X-A, Class X-B, Class X-E, Class
X-F and Class X-G 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, Class A-5 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 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 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 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 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 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 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; (6) sixth, to the Holders of the Class A-5 Certificates, up to an amount equal to the 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-5 Certificates has been reduced to zero; and (7) seventh, to the Holders of the Class A-SB Certificates, up to an amount
equal to the Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1),
(2), (3), (4), (5) and (6) 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, Class A-5 and Class A-SB Certificates, pro rata (based on their respective
Certificate Balances) up to an amount equal to the 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, Class A-5 and Class A-SB Certificates is reduced
to zero, without regard to the Class A-SB Planned Principal Balance;


 




    	 	-307-	 



     


    

 


(iii)       third,
to the Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, first up to an
amount equal to, and pro rata (based upon the aggregate unreimbursed Non-VRR Realized Losses previously allocated to each
such Class) with, the aggregate unreimbursed Non-VRR 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 Non-VRR Realized Loss was allocated to such Class until the date such Non-VRR 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, Class A-5 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 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, Class A-5 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 Non-VRR 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 Non-VRR Realized Loss was allocated to such
Class until the date such Non-VRR 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 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 Non-VRR 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 Non-VRR Realized Loss was allocated to such Class
until the date such Non-VRR Realized Loss is reimbursed;


 




    	 	-308-	 



     


    

 


(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 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 Non-VRR 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 Non-VRR Realized Loss was allocated to such Class
until the date such Non-VRR 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 Non-VRR Principal Distribution
Amount (or the portion thereof remaining after any distributions in 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 Non-VRR 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 Non-VRR Realized Loss was allocated to such Class
until the date such Non-VRR 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 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;


 




    	 	-309-	 



     


    

 


(xviii)       eighteenth,
to the Holders of the Class E Certificates, first up to an amount equal to the aggregate unreimbursed Non-VRR 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 Non-VRR Realized Loss was allocated to such Class
until the date such Non-VRR Realized Loss is reimbursed;


 


(xix)       nineteenth,
to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates;


 


(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 Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the 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 Certificates
has been reduced to zero;


 


(xxi)       twenty-first,
to the Holders of the Class F Certificates, first up to an amount equal to the aggregate unreimbursed Non-VRR 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 Non-VRR Realized Loss was allocated to such Class
until the date such Non-VRR Realized Loss is reimbursed;


 


(xxii)       twenty-second,
to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to the Interest Distribution Amount in
respect of such Class of Certificates;


 


(xxiii)       twenty-third,
after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E and Class F Certificates have been reduced to
zero, to the Holders of the Class G Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the
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 Certificates on such Distribution Date), until the outstanding Certificate Balance of
the Class G Certificates has been reduced to zero;


 


(xxiv)       twenty-fourth,
to the Holders of the Class G Certificates, first up to an amount equal to the aggregate unreimbursed Non-VRR 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 Non-VRR Realized Loss was allocated to such Class
until the date such Non-VRR Realized Loss is reimbursed; and


 




    	 	-310-	 



     


    

 


(xxv)       twenty-fifth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the 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 Non-VRR 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.


 


(b)       [RESERVED].


 


(c)       On
each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement
of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable to
the Holders of the respective Related Certificates or the RR Interest Owner as provided in Section 4.01(a), Section 4.01(d),
Section 4.01(g) and Section 4.01(k) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier
Regular Interests is equal to the Certificate Balance of the Class of Related Certificates or the VRR Interest Balance of the RR
Interest, as applicable. On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in
respect of interest in an amount equal to the Interest Distribution Amount or VRR Interest Distribution Amount, as applicable,
in respect of its Related Certificates or VRR Interest, 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, Class LA5 and Class LASB Uncertificated Interests, the
Class X-A Certificates, (ii) in the case of the Class LAS and Class LB Uncertificated Interests, the Class X-B Certificates, (iii)
in the case of the Class LE Uncertificated Interest, the Class X-E Certificates, (iv) in the case of the Class LF Uncertificated
Interest, the Class X-F Certificates, (v) in the case of the Class LG Uncertificated Interest, the Class X-G Certificates, in each
case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate
of the 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 or the VRR Interest
Balance of the RR Interest with respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b)
and 4.04(c). The initial principal balance of each Lower-Tier Regular Interest


 




    	 	-311-	 



     


    

 


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(f) shall be distributed to the
Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Aggregate Available Funds
for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)       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 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 VRR Available Funds for such Distribution
Date, and shall distribute such amounts to the VRR Interest Owners and the Class R Certificates in accordance with this Section
4.01(e).


 


On each Distribution Date,
the Certificate Administrator shall apply the then applicable VRR Available Funds for such Distribution Date to make distributions
to the VRR Interest Owners for the following purposes and in the following order of priority:


 


(i)       first,
distributions of interest on the RR Interest and the Class RR certificates, pro rata based on their respective VRR Interest,
up to an amount equal to the VRR Interest Distribution Amount for such Distribution Date;


 


(ii)       second,
distributions in reduction of the RR Interest and the Class RR Certificates, pro rata based on their respective VRR Interest
Balance of the VRR Interest, up to an amount equal to the VRR Principal Distribution Amount for such Distribution Date, until the
outstanding VRR Interest Balance has been reduced to zero; and


 


(iii)       third,
to the RR Interest and the Class RR certificates, pro rata based on their respective VRR Interest Balances, for reimbursements
(with interest) of prior write-offs of the VRR Interest Balance of the VRR Interest, up to an amount equal to the unreimbursed
VRR Realized Losses previously allocated to the VRR Interest, plus interest in an amount equal to the VRR Realized Loss Interest
Distribution Amount for such Distribution Date;


 


provided that, with respect to any
Distribution Date, to the extent that VRR Available Funds for such Distribution Date exceeds the distributions to the VRR Interest
Owners on such Distribution Date pursuant to the immediately preceding clauses (i) through (iii), the Certificate Administrator
shall distribute such excess to the Class R Certificates.


 




    	 	-312-	 



     


    

 


(f)       On
each Distribution Date, the Non-VRR Percentage of the Prepayment Premiums and Yield Maintenance Charges, if any, collected in respect
of any Mortgage Loan or REO Loan 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-5, Class A-SB, Class A-S, Class B, Class C and Class D Certificates, the product of (A) the 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 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 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, Class A-5 and Class A-SB Certificates for
that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal 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, Class A-5 and Class A-SB Certificates as described above and (iii) to the Class
X-B Certificates, any remaining portion of such Non-VRR Percentage of such Yield Maintenance Charge or Prepayment Premium not distributed
as described above and (y) to the VRR Interest, the VRR Percentage of such Yield Maintenance Charge or Prepayment Premium, pro
rata based upon the aggregate amount of principal distributed in respect of the Class RR Certificates and the RR Interest.


 


For purposes of the first
paragraph of this Section 4.01(f), 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, 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 shall 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),


 




    	 	-313-	 



     


    

 


converted (if necessary)
to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of the applicable Prepayment Premium
or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated
by the linear interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury Constant Maturities”
in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week most recently ended
before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant maturities with a maturity date,
one longer and one shorter, most nearly approximating the related Stated Maturity Date (in the case of a Mortgage Loan or REO Loan
that is not, 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 Release H.15 (519) is no longer published, the Master Servicer shall select a comparable publication as
the source of the applicable yields of U.S. Treasury constant maturities.


 


No Yield Maintenance Charge
or Prepayment Premium shall be distributed to the Holders of the Class X-E, Class X-F, Class X-G, Class E, Class F, Class
G, Class S or Class R Certificates.


 


All distributions of Yield
Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates or the RR Interest
on each Distribution Date pursuant to this Section 4.01(f) 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.


 


(g)       On
each Distribution Date, amounts on deposit in the Upper-Tier REMIC Distribution Account that represent the 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 VRR Interest Owners, 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 VRR Interest Owners shall, for
federal income tax purposes, be deemed to have first been transferred to the Grantor Trust in respect of the VRR Upper-Tier Regular
Interests.


 


(h)       On
each Distribution Date, the Certificate Administrator shall (i) withdraw amounts from the Non-VRR Gain-on-Sale Reserve Account
and shall distribute such amounts to reimburse the Holders of the Non-VRR Certificates (in order of their principal 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 Non-VRR Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the Non-VRR
Available Funds for such Distribution Date and (ii) withdraw amounts from the VRR Interest Gain-on-Sale Reserve Account and shall
distribute such amounts to reimburse the VRR Interest Owners (first deeming such amounts to be distributed with respect to the
Related Lower-Tier Regular Interests) up to an amount equal to all VRR Realized Losses, if any, previously deemed allocated


 




    	 	-314-	 



     


    

 


to the VRR Interest and unreimbursed
after application of the VRR Available Funds for such Distribution Date. Amounts paid from the Non-VRR Gain-on-Sale Reserve Account
and the VRR Interest Gain-on-Sale Reserve Account shall not reduce the Certificate Balances of the Classes of Certificates receiving
such distributions or the RR Interest Balance, as applicable. Any amounts remaining in the Non-VRR Gain-on-Sale Reserve Account
and the VRR Interest Gain-on-Sale Reserve Account after such distributions shall be applied to offset future Non-VRR Realized Losses
and VRR Realized Losses, as applicable, with respect to the Principal Balance Certificates and related Non-VRR Realized Losses
and VRR Realized Losses, as applicable, in each case allocable to the Regular Certificates and the VRR Interest, respectively.
Upon termination of the Trust, any amounts remaining in the Non-VRR Gain-on-Sale Reserve Account shall be distributed to the Holders
of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.


 


(i)       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(j), 4.01(k) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date
and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with
wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate or the RR Interest (determined without regard
to any possible future reimbursement of Realized Losses previously allocated to such Certificate or the RR Interest, as applicable)
shall be made in like manner, but, in the case of the Certificates, 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.


 


(j)       Except
as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution with respect
to any Class of Certificates or the RR Interest (determined without regard to any possible future reimbursement of any amount of
Realized Losses previously allocated to such Class of Certificates or the RR Interest, as applicable) will be made on the next
Distribution Date, the Certificate Administrator shall, no


 




    	 	-315-	 



     


    

 


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 or the RR Interest will
be made on such Distribution Date but, in the case of the Certificates, 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 or the RR Interest 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(j)
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 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(j).


 


(k)       Distributions
in reimbursement of Non-VRR Realized Losses or VRR Realized Losses previously allocated to the Non-VRR Certificates or the VRR
Interest shall be made in the amounts and manner specified in (a), Section 4.01(c) or Section 4.01(d), as
applicable, to the Holders of the respective Class or the VRR Interest Owner otherwise entitled to distributions of interest and
principal on such Class or the VRR Interest on the relevant Distribution Date; provided that all distributions in reimbursement
of Non-VRR 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(j) as if such Holder had failed to surrender its Certificates.


 




    	 	-316-	 



     


    

 


(l)       On
each Distribution Date, any Excess Interest received during the related Collection Period with respect to any Mortgage Loans shall
be distributed (i) to the Holders of the Class S Certificates in an amount equal to the Non-VRR Percentage of such Excess Interest;
(ii) to the VRR Interest Owners, pro rata based on the VRR Interest Balances of each of the RR Interest and the Class RR
Certificates, in an aggregate amount equal to the product of (A) the 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 on Excess Interest Certificates
and the VRR Interest.


 


(m)       On
each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals
and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)       to
pay to the Master Servicer for deposit into the Collection Account, as applicable, any amounts deposited by the Master Servicer
in the Companion Distribution Account not required to be deposited therein;


 


(ii)       to
the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or the
Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05, to the extent 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


 




    	 	-317-	 



     


    

 


servicing and that were transferred
from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Remittance Date.


 


Section 4.02Distribution
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 and to the RR Interest in reduction of the RR Interest Balance;


 


(ii)       the
aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the previous
Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;


 


(iii)       the
aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the Master
Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations Reviewer
and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with respect
to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid to the
Master Servicer and the Special Servicer;


 


(iv)       the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)       the
aggregate amount of unscheduled payments received;


 


(vi)       the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate
of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


 


(vii)       the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent
90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for
which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)       the
value of any REO Property (and, with respect to any Serviced Whole Loan, the Trust’s interest therein) included in the Trust
Fund as of the end of the related


 




    	 	-318-	 



     


    

 


Determination Date
for such Distribution Date, on a loan-by-loan basis, based on the most recent Appraisal or valuation;


 


(ix)       the
Non-VRR Available Funds and the 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 and the RR Interest allocable
to (A) Prepayment Premiums and Yield Maintenance Charges and (B) in the case of the Class S Certificates and the VRR
Interest, Excess Interest;


 


(xii)       the
Pass-Through Rate for such Class of Certificates and the VRR Interest Rate for the VRR Interest for such Distribution Date and
the next succeeding Distribution Date;


 


(xiii)       the
Aggregate Principal Distribution Amount, the Non-VRR Principal Distribution Amount, the VRR Principal Distribution Amount, the
Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


 


(xiv)       the
Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates and the VRR Interest Balance of the RR
Interest 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 or the RR Interest, as applicable, to date;


 


(xv)       the
Certificate Factor for each Class of Certificates (other than the Class R and 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 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;


 




    	 	-319-	 



     


    

 


(xix)       a
loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xx)       a
loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of the first
Distribution Date, as of the Cut-off Date);


 


(xxi)       all
deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)       in
the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Section 4.01(a),
Section 4.01(c), Section 4.01(d) and Section 4.01(g);


 


(xxiii)       the
amount of the distribution on such Distribution Date to the Holders of such Class of Certificates or the RR Interest Owner 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 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 or 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 or 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;


 




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(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) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)       a
loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)       a
loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan by the
applicable Mortgage Loan Seller;


 


(xxxiii)       an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, which information
will be provided to the Certificate Administrator by the Master Servicer; 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 or the RR Interest Owner, 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, Certificate Owner or RR Interest Owner reasonably requests, to enable Certificateholders and the RR Interest
Owner 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


 




    	 	-321-	 



     


    

 


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 the RR Interest Owner or any prospective Certificateholder or prospective RR Interest
Owner that has provided the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has executed
a “click-through” confidentiality agreement in accordance with Section 3.13 (which may be a licensed or registered
investment advisor) to the extent such action does not conflict with the terms of this Agreement (including without limitation,
any requirements to keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding
this paragraph, the availability of such information or reports on the Internet or similar electronic media shall not be deemed
to satisfy any specific delivery requirements in this Agreement except as set forth herein. In connection with providing access
to the Master Servicer’s Internet website or Special Servicer’s Internet website, 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 and the RR Interest Owner in accordance with Section 4.01,
preparing the Distribution Date Statement required by Section 4.02(a) and allocating Non-VRR Realized Losses to the Non-VRR
Certificates in accordance with Section 4.04 and VRR Realized Losses to the VRR Interest in accordance with Section 4.04.


 




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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 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 Loan with respect to which the Directing Certificateholder
or such Controlling Class Certificateholder, as applicable, is not a


 




    	 	-323-	 



     


    

 


Borrower Party; provided
that, in connection therewith, the Master Servicer or the Special Servicer may require a written confirmation executed by
the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer,
generally to the effect that such Person is the Directing Certificateholder or a Controlling Class Certificateholder, will keep
such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer or the Special Servicer may
conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor Certification substantially
in the form of Exhibit P-1B that such Directing Certificateholder or 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).


 


(g)       [RESERVED].


 


Section 4.03P&I
Advances. (a)  On or before 4:00 p.m., New York City time, on each P&I Advance Date, the Master Servicer shall
(i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution Account,
an amount equal to the aggregate amount of P&I Advances, if any, to be made in respect of the related Distribution Date, (ii) apply
amounts held in the Collection Account, for future distribution to Certificateholders in subsequent months in discharge of any
such obligation to make such P&I Advances or (iii) make such P&I Advances in the form of any combination of (i) and
(ii) aggregating the total amount of P&I Advances to be made. Any amounts held in the Collection Account for future distribution
and so used to make P&I Advances shall be appropriately reflected in the Master Servicer’s records and replaced by the
Master Servicer by deposit in the Collection Account on or before the next succeeding P&I Advance Date (to the extent not
previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect of which such
P&I Advances were made). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of
P&I Advances to be made by the Master Servicer for a Distribution Date and (ii) the amount of any Nonrecoverable P&I
Advances for such Distribution Date, on or before two (2) Business Days prior to such Distribution Date. If the Master Servicer
fails to make a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make
such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution Date, unless the
Master Servicer shall have cured such failure (and provided written notice of such cure to the Trustee and the Certificate Administrator)
by 11:00 a.m., New York City time, on such Distribution Date. In the event that the Master Servicer fails to make a required P&I
Advance hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New York City time,
on the related P&I Advance Date. Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC®
Intellectual Property Royalty License Fee shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier
REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC® on such Distribution
Date.


 


If the Master Servicer or
the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Serviced Whole Loan, then it shall provide
to the related other


 




    	 	-324-	 



     


    

 


master servicer and Other
Trustee under the Other Pooling and Servicing Agreement written notice of the amount of such P&I Advance with respect to such
Mortgage Loan within two (2) Business Days of making such P&I Advance.


 


If the Master Servicer or
the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall provide to the related Non-Serviced
Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within two (2) Business Days
of making such P&I Advance.


 


(b)       Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date, and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (net of related Servicing
Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced Primary Servicing Fee Rate)
other than Balloon Payments, that were due on such Mortgage Loan (including any Non-Serviced Mortgage Loan) and any related REO
Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and were not received
as of the close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer
on behalf of the Master Servicer) and (ii) with respect to each such Mortgage Loan delinquent in respect of its Balloon Payment
as of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to
which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject
to 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) or REO Loan (other than any portion of an REO Loan related
to a Companion Loan), shall continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation
Event or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances
shall be made with respect to any Companion Loan.


 


(c)       Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the Master Servicer, the Special Servicer
or the Trustee shall make its determination that a P&I Advance that has been made on such Serviced Mortgage Loan is a Nonrecoverable
Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Serviced
Mortgage Loan independently of any determination made by the applicable Other Servicer or Other Trustee, as the case may be, under
the applicable Other Pooling and Servicing Agreement in respect of the related Serviced Companion Loan. If the Master Servicer,
the Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Serviced Mortgage Loan, if made,
or any outstanding P&I Advance with respect to a Serviced Mortgage Loan previously made, would be, or is, as applicable, a
Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide the applicable Other
Servicer written notice of such determination within two (2) Business Days of the date of such determination. If the Master
Servicer receives written notice from the related Other Servicer, as the case may be, that an Other Servicer or the Other Trustee
has determined, in accordance with the applicable Other Pooling and Servicing Agreement with respect to a Serviced Companion Loan,
that any proposed advance under the applicable Other Pooling and Servicing Agreement that is similar to a P&I


 




    	 	-325-	 



     


    

 


Advance would be, or any
outstanding advance under such Other Pooling and Servicing Agreement that is similar to a P&I Advance is, a nonrecoverable
advance, then the Master Servicer, the Special Servicer or the Trustee may, based upon such determination, determine that any P&I
Advance previously made or proposed to be made with respect to the related Serviced Mortgage Loan will be a Nonrecoverable P&I
Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required to make any additional P&I Advances
with respect to the related Serviced Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines
that any such additional P&I Advances with respect to the related Serviced Mortgage Loan would not be a Nonrecoverable P&I
Advance, which determination may be as a result of consultation with the related Other Servicer, as the case may be, or otherwise.
For the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, 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


 




    	 	-326-	 



     


    

 


P&I Advance or outstanding
P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


(d)       In
connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master
Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then
on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date
of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) if the 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) then in the event of subsequent delinquencies
thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall be
reduced (it being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance) to equal
the product of (x) the amount of the interest portion of such P&I Advance for such Mortgage Loan for such Distribution
Date without regard to this 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 immediately prior to such Distribution Date, net of the related
Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated
to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of such Mortgage Loan
immediately prior to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic Payment due on the
Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.


 


(f)       In
no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.


 


Section 4.04Allocation
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 Non-VRR Realized Loss and the VRR Realized
Loss for such Distribution Date. Any allocation of Non-VRR Realized Losses to a Class of Regular Certificates shall be made by
reducing the Certificate Balance thereof by the amount


 




    	 	-327-	 



     


    

 


allocated pursuant to Section
4.04(b). Any Non-VRR Realized Losses so allocated to a Class of Regular Certificates shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of Realized Losses shall
constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously allocated Non-VRR
Realized Losses or VRR Realized Losses shall not constitute distributions of principal for any purpose and shall 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 Principal Balance Certificates or the VRR Interest, 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 Aggregate 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 VRR
Percentage of the amount of such recovery shall be added to the VRR Interest Balance of the VRR Interest, up to the lesser of (A)
the VRR Percentage of the amount of such recovery and (B) the amount of unreimbursed VRR Realized Loss previously allocated to
the VRR Interest; (ii) the Non-VRR Percentage of the amount of such recovery shall be added to the Certificate Balance of the Class
or Classes of Principal Balance Certificates that previously were allocated Non-VRR 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 the Non-VRR Percentage of the amount of such recovery and (B) the
amount of the unreimbursed Realized Losses previously allocated to the subject class of certificates; and (iii) the Interest Shortfall
with respect to each affected class of 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 VRR Interest Distribution Amount shall increase
as a result of such increase). If the Certificate Balance or VRR Interest Balance of any Class of Principal Balance Certificates
or the VRR Interest is so increased, the amount of unreimbursed Non-VRR Realized Losses or VRR Realized Losses, as applicable,
of such Class of Principal Balance Certificates shall be decreased by such amount.


 


(b)       On
each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution, as
a write-off to the extent of any Non-VRR 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 G Certificates, second, to the Class F Certificates,
third, to the Class E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Certificates,
sixth, to the Class B Certificates, seventh, 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, Class A-5 and Class A-SB 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 Non-VRR Realized Losses allocated to a Class of 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.


 




    	 	-328-	 



     


    

 


On each Distribution Date,
any VRR Realized Loss for such Distribution Date shall be allocated to the VRR Upper-Tier Regular Interests, pro rata based
on their respective VRR Interest Balances; and, in connection therewith, the VRR Interest Balance of the respective VRR Upper-Tier
Regular Interests shall be reduced without distribution, as a write-off, to the extent of such VRR Realized Loss.


 


Section 4.05Appraisal
Reduction Amounts; Collateral Deficiency Amounts. (a)  For purposes of (x) determining the Controlling Class (and
whether a Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights of the related Classes
for purposes of removal of the Special Servicer or the Operating Advisor, the VRR Percentage of Cumulative Appraisal Reduction
Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) shall be allocated to the
VRR Interest to notionally reduce (to not less than zero) the VRR Interest Balance thereof, and the Non-VRR Percentage of any
Cumulative Appraisal Reduction Amounts shall be allocated to each Class of 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 G Certificates, second, to the Class F Certificates, third, to the Class
E Certificates, fourth, to the Class D Certificates, fifth, to the Class C Certificates, sixth, to the Class
B Certificates, seventh, 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, Class X-E, Class X-F and Class X-G Certificates).


 


Appraisal Reduction Amounts
and Cumulative Appraisal Reduction Amounts allocated to a related Mortgage Loan shall be allocated between the VRR Interest on
the one hand and the Non-VRR Certificates, on the other hand, based on the VRR Percentage and the Non-VRR Percentage, respectively.


 


As of the first Determination
Date after a Mortgage Loan (other than a Non-Serviced Mortgage 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, and all other information in its possession relevant to a
Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the Special Servicer that a Non-Serviced
Mortgage Loan has become an AB Modified Loan, the Special 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 Special 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 Special Servicer
of the appraisal and any other information set forth in the immediately preceding clause (i) that the Special 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


 




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Special Servicer thereof.
None of the Master Servicer, 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, the appraised value of the related Mortgaged Property shall be
determined on an “as is” basis.


 


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 that is determined at any time of determination
to no longer be the Controlling Class because it has been reduced to less than 25% of its initial Certificate Balance (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


 




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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 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 any information received from the Master Servicer. If required by such recalculation, the Appraised-Out Class shall be
reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate
Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount 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 until such
time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special
Servicer of any request to obtain a supplemental Appraisal pursuant to clause (i) above to but excluding the date on
which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount is warranted or (B) the Special Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount,
as applicable, based on the supplemental Appraisal, the “Appraisal Review Period”). The rights of the Controlling
Class during each Appraisal Review Period shall be exercised by the next most senior Class of Control Eligible Certificates,
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


 




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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 reasonably requested by the Special Servicer from the Master Servicer
necessary to calculate the Appraisal Reduction Amount or Collateral Deficiency Amount that is in the Master Servicer’s possession,
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 Special Servicer 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 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


 




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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. The Master Servicer shall not calculate
Appraisal Reduction Amounts.


 


(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 and the related Serviced
Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section 4.06Grantor
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 and the VRR Interest in the Grantor Trust so as to improve their rate of return. The
Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely
execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In
addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041, Form 1099 or
such other form as may be applicable with the Internal Revenue Service with copies of the statements in the following clause and
(B) furnish, or cause to be furnished, to the Holders of the Class S Certificates and the VRR Interest, the Excess Interest and
Excess Interest Distribution Account, in the time or times and in the manner required by the Code.


 




    	 	-333-	 



     


    

 


(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 and Hare & Co. are 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 or a portion of the VRR Interest, by acceptance of its interest in such Class of securities, will
be deemed to have agreed to provide the Certificate Administrator with information regarding any sale of such securities, including
the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of a Class S Certificate and the
VRR Interest, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the
Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


 


(e)       To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate
website the CUSIP for the Class 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 4.07Investor
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


 




    	 	-334-	 



     


    

 


service available on the
Certificate Administrator’s Website, where (i) Certificateholders, the RR Interest Owner 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) or the related
Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports prepared
by the Operating Advisor or actions by the Special Servicer referenced in any Operating Advisor Annual Report (each an “Inquiry”
and collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously
submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer,
Certificate Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage
Loan, to the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator
shall forward the Inquiry to the appropriate person (in the case of the Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master
Servicer, the Special Servicer, the Certificate Administrator or 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 and/or the RR Interest Owner, (iii) answering
any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering
any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Master Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would
require the disclosure of Privileged Information (subject to the Privileged Information Exception), (vi) that answering the Inquiry
would or is reasonably expected to result in a waiver of an attorney-client privilege or 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 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


 




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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 and the
RR Interest Owner, (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 or the RR Interest Owner for which its response would require the Operating Advisor to provide information
to such inquiring Certificateholders or the RR Interest Owner that they are otherwise not entitled to receive under the terms of
this Agreement.


 


(b)       The
Certificate Administrator shall make available to any Certificateholder, the RR Interest Owner 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, the RR Interest Owner and Certificate Owners that are
Privileged Persons can register and thereafter obtain information with respect to any other Certificateholder, the RR Interest
Owner or Certificate Owner that has so registered. Any Person registering to use the Investor Registry shall certify that (a) it
is a Certificateholder, the RR Interest Owner or a Certificate Owner and a Privileged Person and (b) it grants authorization
to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least forty-five
(45) days from the date of such certification to Persons entitled to access to the Investor Registry. Such Person shall then
be asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as
certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder, the RR Interest
Owner 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


 




    	 	-336-	 



     


    

 


monitoring or otherwise maintaining
the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access
to the Investor Registry.


 


(c)       The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution
Date Statements, or submit questions to the Master Servicer or the Special Servicer, as the case may be, relating to the reports
prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency
Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the
forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level
reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer,
the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate Person (in the case of the Master Servicer
to the following: RAInvRequests@wellsfargo.com), in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master Servicer or the Special Servicer,
as the case may be, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email to the
Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable period of time following
receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as applicable) to the
Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider in response to an inquiry
may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s Website. If the
Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering
any Rating Agency Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage Loan
documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client
privilege with, or the disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially
increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer
or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer,
as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator)
that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity
as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required
to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination. The
17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the
Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider 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


 




    	 	-337-	 



     


    

 


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 4.08Secure
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 Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan
basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its
duties and responsibilities under this Agreement.


 


(c)       Upon
the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall
transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master


 




    	 	-338-	 



     


    

 


Servicer, and all costs
and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs and expenses associated
with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator pursuant to Section
8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the
Trust, the Special Servicer may direct the Certificate Administrator in writing to delete the Diligence File related to such Mortgage
Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator shall not be obligated
to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant to Section 9.01,
the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion, in no event shall
the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


[End of Article IV]


 


ARTICLE
V



THE CERTIFICATES


 


Section 5.01The Certificates.
(a)  The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1 through and
including A-4, 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-A and Class X-B 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 Class X-E, Class X-F and Class X-G Certificates shall be issuable only in minimum Denominations
of authorized initial Notional Amount of not less than $100,000 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 Class RR Certificates
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 $0.01 in excess thereof. The Non-Registered Certificates (other than the Class X-E, Class X-F,
Class X-G, Class RR, Class S and Class R Certificates) 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 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


 




    	 	-339-	 



     


    

 


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 5.02Form
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 RREF IV Debt AIV, LP) 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 (other than the Class R Certificates and the Class RR 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;


 




    	 	-340-	 



     


    

 





 


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 the Class R Certificates and the 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 and the Class RR Certificates (until the expiration of the Transfer Restriction
Period) (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


 




    	 	-341-	 



     


    

 


Certificate of such Class
and receipt from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such
Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry
Certificate, the same legends regarding Transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate
Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until
Definitive Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial Ownership Interests in such Class
of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and
all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s
procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders
of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered
Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance
with the Depository’s procedures.


 


(e)       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 related
VRR Interest Owner’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 related VRR Interest Owner’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 related VRR Interest Owner.  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 related VRR
Interest Owner in accordance with written instructions provided separately by the related VRR Interest Owner 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


 




    	 	-342-	 



     


    

 


request, the Certificate
Administrator shall hold the Definitive Certificates 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:


 


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 VRR Interest Owners its respective account information as mutually agreed upon by the Certificate Administrator
and the VRR Interest Owners, 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 5.03Registration
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 Certificates and providing notice to
the Retaining Sponsor of any attempts to Transfer any 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.


 




    	 	-343-	 



     


    

 


(c)       Rule 144A
Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during the
Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the Temporary Regulation
S Book-Entry Certificate of the same Class, or to Transfer its interest in such Rule 144A Book-Entry Certificate to a Person
who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry Certificate of the
same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial
interest in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A
Book-Entry Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing
information regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and
(3) a certificate in the form of Exhibit I hereto given by the holder of such beneficial interest stating that
the Transfer of such interest has been made in compliance with the Transfer restrictions applicable to the Book-Entry Certificates
and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or
cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Temporary Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial
interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the
Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest
in the Temporary Regulation S Book-Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry
Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or Transfer the beneficial
interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(d)       Rule 144A
Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest in the Rule 144A Book-Entry
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted
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


 






    	 	-344-	 



     


    

 


given by the holder of
such beneficial interest stating (A) that the Transfer of such interest has been made in compliance with the Transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the Transferee
is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry
Certificate, without any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion
of Counsel to such effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate
and to increase, or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate
Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause
to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry
Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause
to be debited, from the account of the Person making such exchange or Transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(e)       Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If a holder
of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate of
the same Class, or to Transfer its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such
holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or
cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same
Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest in
the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, such instructions to
contain information regarding the 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


 




    	 	-345-	 



     


    

 


Certificate Balance of
the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged, and the Certificate
Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of
the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate equal to the reduction
in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to debit,
or cause to be debited, from the account of the Person making such Transfer the beneficial interest in the Temporary Regulation
S Book-Entry Certificate or Regulation S Book-Entry Certificate that is being transferred.


 


(f)       Temporary
Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary Regulation S Book-Entry
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in
such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation
S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository
for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests
in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that
the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms
of this Agreement and the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation
S Book-Entry Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the
Temporary Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented
thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry 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 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


 




    	 	-346-	 



     


    

 


Certificate Registrar,
as registrar, at its office designated in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided
herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited,
a beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book
Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the
applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N hereto
(in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O
hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate
Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable,
execute, authenticate and deliver to the Transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance
of the portion retained by such Transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry
Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit,
or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry
Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction
of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall
execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)       Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by Section
5.02(d), and subject to the issuance and Transfer of a Risk Retention Certificate during the 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 the 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 Class RR Certificates, or Exhibit D-5, with respect to the RR Interest, which such certification is
countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining


 




    	 	-347-	 



     


    

 


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 Class RR Certificates, or Exhibit D-6, with respect to the RR 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 by the prospective Transferee and (v) contact information and wiring instructions
for 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 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. Any attempted or purported transfer in
violation of this Section 5.03(i) shall be null and void ab initio and shall vest no rights in any purported transferee
and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


(j)       Other
Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of subsections (c) through
(f) above (including the certification requirements intended to ensure that such Transfers comply with Rule 144A or
Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


 


(k)       Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, Transfers of interests
in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to Transfers
made pursuant to the provisions of subsection (e) above.


 


(l)       If
Non-Registered Certificates are issued upon the Transfer, exchange or replacement of Certificates bearing a restrictive legend
relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered
to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
restrictions on Transfer set forth therein are required to ensure that Transfers thereof comply with the provisions of Rule 144A
or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver
Certificates that do not bear such legend.


 


(m)       All
Certificates surrendered for registration of Transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 




    	 	-348-	 



     


    

 


(n)       With
respect to the ERISA Restricted Certificates, no sale, Transfer, pledge or other disposition (other than any initial Transfer to
the Initial Purchasers or, with respect to the Risk Retention Certificates, the VRR Interest Owners) of any such Certificate shall
be made unless the Trustee and Certificate Administrator shall have received either (i) a representation letter from the proposed
purchaser or Transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto, to the effect that
such proposed purchaser or Transferee is not and will not be (A) an employee benefit plan subject to the fiduciary responsibility
provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined in Section 3(32)
of ERISA) 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 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 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 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 or the RR Interest may be purchased by or transferred to any prospective purchaser or Transferee
that is or will be a Plan, or any person


 




    	 	-349-	 



     


    

 


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 or the RR Interest. Each prospective Transferee of a Class R or Class
S Certificate or the RR Interest 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 or the RR Interest 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 or the RR Interest.


 


(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


 




    	 	-350-	 



     


    

 


foreign permanent
establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed Transferee or any other U.S. Tax
Person, (5) the proposed Transferee will not Transfer the Residual Ownership Interest to any Person that does not provide
a Transferee Affidavit or as to which the proposed Transferee has actual knowledge that such Person is not a Permitted Transferee
or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and
(6) the proposed Transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(o)
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed
Transferor substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed
Transferor has no actual knowledge that the proposed Transferee is not a Permitted Transferee and has no actual knowledge or reason
to know that the proposed Transferee’s statements in its Transferee Affidavit are false.


 


(iii)       Notwithstanding
the delivery of a Transferee Affidavit by a proposed Transferee under clause (ii) above, if a Responsible Officer
of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer to such
proposed Transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed Transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from the Transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service
and the Transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the Transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(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 the RR Interest Owner and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders and the RR Interest Owner or
payees shall not be required for such withholding, and the Certificateholders and the RR Interest Owner 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


 




    	 	-351-	 



     


    

 


Certificateholder or
the RR Interest Owner 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)       No
Person shall be permitted to own, directly or indirectly, any interest in the RR Interest other than (i) SGFC or one of its Majority
Owned Affiliates that is not a Non-Exempt Person or (ii) a Person that provides financing permitted under the Risk Retention Rule
(a “Permitted Lender”) to SGFC or such Majority Owned Affiliate; provided, further, that if such
financing is provided by the Permitted Lender in a repurchase transaction, SGFC or such Majority-Owned Affiliate of SGFC may transfer
its interest in the RR Interest to the Permitted Lender so long as SGFC or such Majority-Owned Affiliate is obligated to repurchase
such interest in the RR Interest pursuant to the terms of the related financing documents. The RR Interest Owner, if it wishes
to transfer the RR Interest, shall notify the Certificate Administrator in writing of such transfer and identify the new RR Interest
Owner. The Certificate Administrator shall register the ownership of the RR Interest on a registry of ownership maintained by the
Certificate Administrator. Any transfer of the RR Interest (including to a Majority Owned Affiliate) shall be null and void ab
initio to the extent permitted under applicable law unless all of the following is provided to the Certificate Administrator
(i) the transferor of an RR Interest has executed and delivered to the Certificate Administrator a certification in the form
of Exhibit D-6 hereto, which such certification is countersigned by the Retaining Sponsor with a medallion stamp guarantee
of the Retaining Sponsor and countersigned by the Depositor and (ii) the transferee of the RR Interest has executed and delivered
to the Certificate Administrator a certification in the form of Exhibit D-5 hereto, which certification is countersigned
by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor and countersigned by the Depositor and shall
include wiring instructions and contact information for such transferee. Notwithstanding anything else in this Agreement to the
contrary, no Person shall have any rights hereunder with respect to the RR Interest unless (i) in the case of SGFC or its
Majority Owned Affiliate, such Person is identified in writing to the Certificate Administrator as being the RR Interest Owner,
or (ii) in the case of any subsequent transferee, such Person is identified as being the RR Interest Owner on the ownership
registry. The Certificate Administrator, the other parties to this Agreement and the Certificateholders shall be entitled to treat
the RR Interest Owner (in the case of any subsequent RR Interest Owner, as recorded on such ownership registry) as the owner in
fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in the RR Interest
on the part of any other Person. Any transfer of an interest in the RR Interest that is not in compliance with this Section
5.03(s) or Section 5.03(o) shall be null and void ab initio to the extent permitted under applicable law.


 


(t)       SGFC
represents, and any subsequent RR Interest Owner shall be deemed by virtue of its acceptance of the RR Interest to represent, to
the Trust and the Certificate Administrator (for the benefit of the Mortgagors) that it is not a Non-Exempt Person. Contemporaneously
with the execution of this Agreement and from time to time as necessary during the term of the Agreement, the RR Interest Owner
shall deliver to the Certificate Administrator evidence satisfactory to the Certificate Administrator substantiating that it is
not a Non-Exempt Person and that the Certificate Administrator is not obligated under applicable law to withhold taxes on sums
paid to it with respect to the Mortgage Loans or otherwise under this


 




    	 	-352-	 



     


    

 


Agreement. Without limiting
the effect of the foregoing, (a) if the RR Interest Owner is created or organized under the laws of the United States, any
state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Certificate
Administrator an Internal Revenue Service Form W-9 and (b) if the RR Interest Owner is not created or organized under the
laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the
Mortgagors is treated for United States income tax purposes as derived in whole or part from sources within the United States,
the RR Interest Owner shall satisfy the requirements of the preceding sentence by furnishing to the Certificate Administrator an
Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments) or Form W-8BEN, or successor forms, as may be
required from time to time, duly executed by the RR Interest Owner, as evidence of the RR Interest Owner’s exemption from
the withholding of United States tax with respect thereto. The Certificate Administrator shall not be obligated to make any payment
hereunder to the RR Interest Owner in respect of the RR Interest or otherwise until the RR Interest Owner shall have furnished
to the Certificate Administrator the forms, certificates, statements or documents required by this Section 5.03(t).


 


(u)       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 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


 




    	 	-353-	 



     


    

 


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.


 


(v)       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 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 5.04Mutilated,
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.


 




    	 	-354-	 



     


    

 


Section 5.05Persons
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
or the RR Interest Owner 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 5.06Access
to List of Certificateholders’ Names and Addresses; Special Notices. (a)  The Certificate Registrar shall
maintain in as current form as is reasonably practicable the most recent list available to it of the names and addresses of the
Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in writing from the
Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder desires
to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates and (iii) provides
a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business
Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s sole cost and expense)
a current list of the Certificateholders. In addition, upon written request to the Certificate Administrator of any Certificateholder
or Certificate Owner (if applicable) that has provided an Investor Certification, the Certificate Administrator shall promptly
notify such Certificateholder or Certificate Owner of the identity of the then-current Directing Certificateholder. Every Certificateholder,
by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure
of any such information as to the list of the Certificateholders hereunder, regardless of the source from which information was
derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the
Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time upon request therefor.


 


(b)       (i)  The
Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the
request was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating
that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners
with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders
or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner. It is hereby understood that a
disclosure in substantially


 




    	 	-355-	 



     


    

 


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 shall be paid by the Trust.


 


Section 5.07Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or
agencies where Certificates may be surrendered for registration of Transfer or exchange and where notices and demands to or upon
the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially
designates its office at 600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479 as
its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders, the RR Interest
Owner and the Mortgagors of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.08Appointment
of Certificate Administrator. (a)  Wells Fargo Bank, National Association is hereby initially appointed Certificate
Administrator in accordance with the terms of this Agreement (including, as applicable, any agents or affiliates utilized thereby).
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,


 




    	 	-356-	 



     


    

 


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, affiliates or attorneys; provided, however, that the appointment of such agents, affiliates
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 5.10Voting
Procedures for Certificates. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)       Any
matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator. Such
notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed.
The notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)       In
connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in
the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has


 




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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. 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, THE DIRECTING
CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTIES


 


Section 6.01Representations,
Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer.
(a)  The


 




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Master Servicer, for
itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the RR Interest Owner, the Risk Retention Consultation Parties, 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;


 


(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;


 




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(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; and


 


(viii)       No
consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court is
required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the
Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other
than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been
obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where
the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Master Servicer under this Agreement.


 


(b)       The
Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit
of the Certificateholders, the RR Interest Owner, the Risk Retention Consultation Parties, each Serviced Companion Noteholder,
the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer and the Operating Advisor,
as of the Closing Date, that:


 


(i)       The
Special Servicer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of Delaware;


 


(ii)       The
execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement
by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect 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;


 




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(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.


 


(c)       The
Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the RR Interest Owner, the Risk Retention Consultation Parties, each Serviced Companion Noteholder, the Depositor, the Certificate
Administrator, the Master Servicer, the Special Servicer and the Asset Representations Reviewer, as of the Closing Date, that:


 


(i)       The
Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State
of New York and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged


 




    	 	-361-	 



     


    

 


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;


 


(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;


 




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(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,
the RR Interest Owner, the Risk Retention Consultation Parties and to the Depositor, the Master Servicer, the Special Servicer
and the Certificate Administrator, as of the Closing Date, that:


 


(i)       The
Asset Representations Reviewer is a limited liability company duly organized, validly existing and in good standing under the laws
of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any Mortgaged
Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely to materially
and adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or
its financial condition;


 


(iii)       The
Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 




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(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, the RR Interest Owner 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 or the RR Interest Owner, the party discovering such breach shall give prompt written notice to the other parties
hereto, each certifying Certificateholder, the RR Interest Owner, and, prior to the occurrence and continuance of a Control Termination
Event, the Directing Certificateholder.


 


Section 6.02Liability
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


 




    	 	-364-	 



     


    

 


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 6.03Merger,
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, the RR Interest 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 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


 




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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 to the contrary notwithstanding; provided,
however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.


 




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Section 6.04Limitation
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, the RR Interest Owner 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 Asset Representations Reviewer and the Operating Advisor conclusively may rely


 




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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 the RR Interest Owner (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders,
the RR Interest Owner 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


 




    	 	-368-	 



     


    

 


hold them harmless, from
and against any and all claims, disputes, 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 or dispute 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 or dispute (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 or dispute. 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 or dispute 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


 




    	 	-369-	 



     


    

 


of negligent disregard
by the Trustee or the Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor,
as the case may be, shall immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by
a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon
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, disputes, 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 or dispute is made by a third party with respect to this
Agreement, whereupon the Depositor shall assume the defense of such claim or dispute (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 or dispute. 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 or dispute 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


 






    	 	-370-	 



     


    

 


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 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 or the RR Interest Owner 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 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


 




    	 	-371-	 



     


    

 


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.


 


(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 6.05Depositor,
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


 




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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 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 6.06Rights
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 6.07The
Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate
with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have
if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 




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Section 6.08The
Directing Certificateholder and the Risk Retention Consultation Parties. 


 


(a)       (A) Other
than with respect to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period, for so long as no Control
Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the Special
Servicer with respect to all Major Decisions for all Mortgage Loans (other than any Excluded Loan with respect to the Directing
Certificateholder or the holder of the majority of the Controlling Class), (2) the Special Servicer with respect to all Mortgage
Loans, as to the Special Servicer Decisions described in clauses (iv), (v), (vi) and (vii) of the
definition of “Special Servicer Decision” and (3) the Master Servicer to the extent the Directing Certificateholder’s
consent is required by clauses (x) and (xii) of the definition of “Master Servicer Decision”, and
shall have the right to replace the Special Servicer with or without cause pursuant to Section 7.01(d) and have certain
other rights described below, 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 related 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 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, a Payment Accommodation, 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


 




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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 (viii) 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 a defaulted Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell in accordance with Section
3.16(a)(iii) of this Agreement in each case, for less than the applicable Purchase Price;


 


(v)       any
determination to bring a an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material
located at a an REO Property;


 


(vi)       any
release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if required pursuant to the specific
terms of the related Mortgage Loan documents and for which there is no lender discretion;


 


(vii)       any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to 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, other than any such transfer as described under clause (xiii) of the definition
of “Master Servicer Decision”;


 


(viii)       any
property management company changes with respect to a Mortgage Loan, including, without limitation, approval of the termination
of a manager and appointment of a new property manager, in each case, if the replacement property manager is a Borrower Party or
the Mortgage Loan has an outstanding principal balance equal to or greater than $10,000,000;


 


(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)       releases
of any material amounts from escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves, other
than those required pursuant to the specific terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a
Serviced Whole Loan and for which there is no lender discretion, and other than those that are permitted to be undertaken by the
Master Servicer without the consent of the Special Servicer under the this Agreement;


 




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(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)       subject
to the proviso at the end of this definition, any modification, amendment, consent to a modification or waiver of any material
term of any Intercreditor Agreement, co-lender agreement or similar agreement with any mezzanine lender, subordinate debt holder
or Pari Passu Companion Loan Holder related to a Mortgage Loan or Whole Loan, 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)       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 loan documents do not otherwise permit such principal prepayment;


 


(xiv)       other
than with respect to a non-Specially Serviced Loan, any determination of Acceptable Insurance Default; and


 


(xv)       any
consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to the
extent the mortgagee’s approval is required under the related Mortgage Loan documents;


 


provided, however, that
with respect to any Mortgage Loan that is not a Specially Serviced Loan or any related Serviced Companion Loan, if the Special
Servicer determines, with respect to clause (xii) above, that a modification, amendment or waiver is administrative in nature,
including a note splitting amendment, it shall provide written notice of such determination to the Master Servicer, in which case,
the Master Servicer shall process such decision and such decision will be deemed to be a Master Servicer Decision and not a Major
Decision; provided, further, that the Special Servicer shall make any such determination and provide any such notice
within two (2) business days of its receipt of a request related to any such decision; provided, further, that,
in the event that the Special Servicer or the Master Servicer, as the case may be, determines that immediate action, with respect
to the foregoing matters or any Master Servicer Decision, or any other matter requiring consent of the Directing Certificateholder
prior to the occurrence and continuance of a Control Termination Event in this Agreement (or any matter requiring consultation
with the Directing Certificateholder, the Risk Retention Consultation Parties or the Operating Advisor), is necessary to protect
the interests of the Certificateholders and the RR Interest Owner (or, with respect to any Serviced Whole Loan, the interest of
the Certificateholders, the RR Interest Owner and the holders of any related Serviced Companion


 




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Loan) (as a collective whole (taking into
account the subordinate or pari passu nature of any Companion Loans)), the Special Servicer or the Master Servicer,
as the case may be, may take any such action without waiting for the Directing Certificateholder’s response (or without
waiting to consult with the Directing Certificateholder, the Risk Retention Consultation Parties 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, if applicable) and the Risk Retention Consultation Parties (if applicable) with prompt
written notice following such action including a reasonably detailed explanation of the basis therefor. Neither the Master Servicer
nor the Special Servicer is required to obtain the consent of the Directing Certificateholder for any of the foregoing actions
or any other matter requiring consent of the Directing Certificateholder after the occurrence and during the continuance of a
Control Termination Event; provided, however, that, after the occurrence and during the continuance of a Control
Termination Event, the Special Servicer shall consult with the Directing Certificateholder (only prior to the occurrence and continuance
of a Consultation Termination Event) in connection with any Major Decision not relating to an Excluded Loan (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.
Additionally, upon request, the Special Servicer shall consult with the Risk Retention Consultation Parties on a non-binding basis
(provided, that prior to the occurrence and continuance of a Consultation Termination Event, the related Mortgage Loan
must also be a Specially Serviced Loan) in connection with any Major Decision not relating to an Excluded Loan with respect to
a Risk Retention Consultation Party and consider alternative actions recommended by such Risk Retention Consultation Party in
respect thereof. In the event the Special Servicer receives no response from the Directing Certificateholder or a Risk Retention
Consultation Party 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 or such Risk Retention Consultation Party, as applicable,
on the specific matter; provided, however, that the failure of the Directing Certificateholder or such Risk Retention
Consultation Party to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder or such
Risk Retention Consultation Party, as applicable, on any future matters with respect to the applicable Mortgage Loan (other than
a Non-Serviced Mortgage Loan or an Excluded Loan with respect to such party) or Serviced Whole Loan. In addition, if a Control
Termination Event has occurred and is continuing, the Special Servicer shall also be required to deliver a Major Decision Reporting
Package to the Operating Advisor and consult with the Operating Advisor in connection with any proposed Major Decision (and any
other actions which otherwise require consultation with the Operating Advisor after the occurrence and during the continuance
of a Control Termination Event hereunder) and consider alternative actions recommended by the Operating Advisor, in respect thereof,
provided that such consultation is on a non-binding basis. In the event that the Special Servicer receives no response
from the Operating Advisor within 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


 




    	 	-377-	 



     


    

 





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 as to the Directing
Certificateholder of the holder of a majority of the Controlling Class (regardless of whether a Control Termination Event or a
Consultation Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor,
on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in this Section
6.08(a) for consulting with the Operating Advisor.


 


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 Special Servicer Decision or 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 such Special Servicer Decision or 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 Special Servicer Decision or Major Decision. The Master
Servicer shall not be permitted to process any Special Servicer Decision or Major Decision and shall not be required to interface
with the Mortgagor or provide a written recommendation and analysis with respect to any Special Servicer Decision or 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
Decision to such 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, each 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).


 




    	 	-378-	 



     


    

 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority
of the Controlling Class, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder,
subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with respect to the related Serviced
Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special Servicer to take, or to refrain
from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder may deem advisable or as to
which provision is otherwise made herein; provided that notwithstanding anything herein to the contrary, no such direction
or objection contemplated by the preceding paragraphs of this Section 6.08(a) or this paragraph may require or cause the
Master Servicer or Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor Agreement or mezzanine
intercreditor agreement, applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole Loan,
subject to the rights of the holders of the related Companion Loan), including without limitation the obligation of the Master
Servicer and the Special Servicer to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the Trustee to
liability, or materially expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as applicable,
hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act, or fail to act, in a manner which in the
reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, is not in the best interests of the Certificateholders
and the RR Interest Owner.


 


In the event the Special
Servicer or the Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any
advice from the Directing Certificateholder, the Operating Advisor or a Risk Retention Consultation Party would cause the Special
Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including
without limitation, the Servicing Standard, the Special Servicer or the Master Servicer, as applicable, shall disregard such refusal
to consent or advise and notify the Directing Certificateholder or 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.


 


With respect to any
matter for which the consent of the Directing Certificateholder is required, to the extent no specific time period for deemed
consent is expressly stated, in the event no response from the Directing Certificateholder is received within ten (10) Business
Days following written request for consent and its receipt of all reasonably requested information on any required consent, the
Directing Certificateholder shall be deemed to have consented to or approved the specific matter; provided that the failure
of the Directing Certificateholder to respond will not affect any future matters with respect to the applicable Mortgage Loan
or Serviced Whole Loan.


 




    	 	-379-	 



     


    




 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any
action, or for errors in judgment; provided, however, that the Directing Certificateholder (exclusive of a Loan-Specific
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 and the RR Interest Owner 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 or the RR Interest Owner, and that the Directing Certificateholder
may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates or the RR
Interest Owner, 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 except in the case of a Loan-Specific Directing Certificateholder, that the Directing Certificateholder
shall not be liable to any Certificateholder or the RR Interest Owner, 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 or the RR Interest Owner may take any action whatsoever against the Directing Certificateholder
or any director, officer, employee, agent or principal thereof for having so acted.


 


Each Risk Retention
Consultation Party shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from
the taking of any action, or for errors in judgment; provided, however, that each Risk Retention Consultation Party
shall not be protected against any liability to the VRR Interest Owner that appointed such Risk Retention Consultation Party that
would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties owed to
such VRR Interest Owner or by reason of reckless disregard of obligations or duties owed to such VRR Interest Owner. By its acceptance
of a Certificate, each Certificateholder and each VRR Interest Owner with respect to each other VRR Interest, acknowledges and
agrees that each Risk Retention Consultation Party may take actions that favor the interests of one or more Classes of the Certificates
or, the applicable VRR Interest Owner, over other Classes of the Certificates or other VRR Interest, and that each Risk Retention
Consultation Party may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates
or VRR Interest Owners other than the applicable VRR Interest Owner, that each Risk Retention Consultation Party may act solely
in the interests of the applicable VRR Interest Owner, that each Risk Retention Consultation Party does not have any duties or
liability to the Holders of any Class of Certificates or VRR Interest Owner other than the applicable VRR Interest Owner, that
each Risk Retention Consultation Party shall not be liable to any Holder of a Non-VRR Certificate by reason of its having acted
solely in the interests of the Holder of the related VRR Interest Owner, and that each Risk Retention Consultation Party shall
have no liability whatsoever for having so acted, and no Certificateholder or other VRR Interest Owner may take any action whatsoever
against the applicable Risk Retention Consultation Party or any director, officer, employee, agent or principal thereof for having
so acted.


 




    	 	-380-	 



     


    

 


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 (other than any Loan-Specific 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
Directing Certificateholder and, with respect to any Specially Serviced Loan, the Risk Retention Consultation Parties (in each
case, other than with respect to any Excluded Loan as to such party), to the extent set forth herein in connection with any action
to be taken or refrained from 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 and, other than with respect to any Excluded Loan with respect to such Risk
Retention Consultation Party or the holder of a majority of the related VRR Interest, such Risk Retention Consultation Party shall
remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Special
Servicer and any other applicable party shall consult with such Risk Retention Consultation Party to the extent set forth herein
in connection with any action to be taken or refrained from being taken to the extent set forth herein.


 




    	 	-381-	 



     


    




 


Section
6.09Knowledge of Wells Fargo Bank, National Association. Except as otherwise expressly set forth in this
Agreement, Wells Fargo Bank, National Association acting in any particular capacity hereunder will not be deemed to be
imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the
transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the
obligations performed in such capacities are performed by one or more employees within the same group or division of Wells
Fargo Bank, National Association, or where the groups or divisions responsible for performing the obligations in such
capacities have one or more of the same Responsible Officers or Servicing Officers, as applicable.


 


[End of Article VI]


 


ARTICLE
VII



SERVICER TERMINATION EVENTS


 


Section 7.01Servicer
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


 




    	 	-382-	 



     


    

 


Master Servicer
or the Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer or the Special Servicer,
as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing not less than
25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan if affected by that failure,
by the related Serviced Companion Noteholders; 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) or the RR Interest
Owner 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; 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


 




    	 	-383-	 



     


    

 


(viii)       either
Moody’s or DBRS Morningstar (or, in the case of Serviced Pari Passu 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
Pari Passu Companion Loan Securities, as applicable, or (B) placed one or more Classes of Certificates or Serviced Pari Passu
Companion Loan Securities, as applicable, on “watch status” in contemplation of a ratings downgrade or withdrawal (and
such qualification, downgrade, withdrawal or “watch status” placement shall not have been withdrawn by Moody’s
or DBRS Morningstar, as applicable (or, in the case of Serviced Pari Passu Companion Loan Securities, any Companion Loan Rating
Agency) 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; or


 


(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.


 


(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 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),
the RR Interest or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of
the Master Servicer or the Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee
is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate
to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise. The Master Servicer and the Special Servicer each agree that if it is terminated pursuant
to this Section 7.01(b), it


 




    	 	-384-	 



     


    

 


shall promptly (and
in any event no later than twenty (20) Business Days subsequent to its receipt of the notice of termination) provide the
Trustee with all documents and records requested by it to enable it to assume the Master Servicer’s or the Special Servicer’s,
as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of the Master Servicer’s
or the Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11 and Section
6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee for administration
by it of all cash amounts which shall at the time be or should have been credited by the Master Servicer to the Collection Account
or any Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party)
or thereafter be received with respect to the applicable Mortgage Loans or any REO Property (provided, however,
that the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or pursuant
to Section 7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all amounts accrued or owing
to it under this Agreement on or prior to the date of such termination, whether in respect of Advances (in the case of the Special
Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees
and agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04
notwithstanding any such termination).


 


(c)       If
the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under
Section 7.01(a)(viii) or 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 under this
Agreement. During such forty-five (45) day period the Master Servicer may continue to serve as the Master Servicer hereunder.
In the event that the Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master
servicer to assume the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations
of the Master Servicer hereunder.


 


Notwithstanding Section
7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects
the Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder
of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement,
as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced
Pari Passu Whole Loan. The Special Servicer appointed to replace the Special Servicer with respect to a Serviced Pari Passu Mortgage
Loan cannot at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the Person
(or Affiliate thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu Companion Loan. The
Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements
of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the provisions of Section
7.02. Any appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt
of Rating Agency Confirmation and confirmation from the applicable rating agencies that such appointment or replacement will not
result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Companion
Loan Securities (provided


 




    	 	-385-	 



     


    

 


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 Serviced AB Whole Loan Controlling 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 and upon (a) the written direction of Holders of Principal Balance
Certificates/or and the Class RR Certificates evidencing not less than 25% of the Voting Rights (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of such Certificates pursuant to Section
4.05) of the Principal Balance Certificates and/or the Class RR Certificates on an aggregate basis requesting a vote to
replace the Special Servicer with a new special servicer designated in such written direction to assume the duties of the Special
Servicer hereunder, (b) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including
any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering
such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator
and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense
of such Holders)


 




    	 	-386-	 



     


    

 


and confirmation from
the applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification
of the then current ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Certificate Administrator
shall promptly post notice to all Certificateholders and the RR Interest Owner 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 shall be received within one hundred-eighty (180) days of the posting
of such notice, and if not so received, such votes shall be null and void ab initio. Upon the written direction of
Holders of Principal Balance Certificates and/or Class RR Certificates evidencing at least 66-2/3% of a Certificateholder
Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of the Special Servicer under this Agreement
and appoint the successor special servicer to assume the duties of the Special Servicer (which must be a Qualified Replacement
Special Servicer) designated by such Certificateholders. The Certificate Administrator shall include on each Distribution Date
Statement a statement that each Certificateholder or RR Interest Owner 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 and the RR Interest Owner’s direction to remove the Special Servicer shall not apply
to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period or to any Servicing Shift Whole Loan.


 


A Serviced AB Whole Loan
Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace
the Special Servicer 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


 




    	 	-387-	 



     


    

 


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.


 


After the occurrence
and during the continuance of a Consultation Termination Event, if 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
and the RR Interest Owner 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 Certificateholders and the RR Interest Owner 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 and
the Class RR 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 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 and the Class RR 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 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 Pari Passu Companion
Loan Securities, the Trustee shall (i) terminate all of the rights and obligations of the Special Servicer under this Agreement
and appoint a successor special servicer approved by the 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


 




    	 	-388-	 



     


    

 


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 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.


 




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(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 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 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.


 




    	 	-390-	 



     


    

 


Section 7.02Trustee
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 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 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


 




    	 	-391-	 



     


    

 


successor to that Master
Servicer or that Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer or the Special Servicer hereunder. No appointment of a successor to the Master Servicer
or the Special Servicer hereunder shall be effective until (i) the assumption in writing by the successor to the Master Servicer
or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii) receipt
of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), (iii) such appointment
(solely with respect to the Special Servicer) has been approved (prior to the occurrence and continuance of a Control Termination
Event) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 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 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 7.03Notification
to Certificateholders and RR Interest Owner. (a)  Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.05,


 




    	 	-392-	 



     


    

 


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 and the RR Interest Owner at their respective addresses appearing in the Certificate Register (in the case
of the Certificateholders) or, in the case of the RR Interest Owner, as identified to the Certificate Administrator.


 


(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 the RR Interest Owner (and, if a Serviced
Whole Loan is affected, the related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been
cured.


 


Section 7.04Waiver
of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated to
each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination Event; provided,
however, that a Servicer Termination Event under clause (i), (ii), (viii) or (ix) of Section
7.01(a) may be waived only with the consent of all of the Certificateholders of the affected Classes, and a Servicer Termination
Event under clause (iii) of Section 7.01(a) (with respect to obligations under Article XI) may
be waived only with the consent of the Depositor. Upon any such waiver of a Servicer Termination Event, subject to the rights
of any affected holder of a Serviced Companion Loan under Section 7.01(c) or Section 7.01(f), such Servicer Termination
Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer
Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs
and expenses incurred by it in connection with enforcement action taken with 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 7.05Trustee
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


 




    	 	-393-	 



     


    

 


at the Reimbursement
Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may
be, (without regard to any impairment of any such rights of reimbursement caused by the Master Servicer’s default in its
obligations hereunder); provided, however, that if Advances made by the Trustee and the Master Servicer shall at
any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances
and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances shall
have been repaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for such Advances.
The Trustee shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance hereunder.


 


[End of Article VII]


 


ARTICLE
VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01Duties
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.


 




    	 	-394-	 



     


    

 


(b)       The
Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting
to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to determine
whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or
content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor,
the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in
good faith, pursuant to this Agreement.


 


(c)       No
provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)       Prior
to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may have
occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee
and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or
the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)       Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved
that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


 


(iii)       Neither
the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25% (i) of
the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the aggregate Voting Rights
of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee
or the Certificate Administrator, or exercising any trust or power conferred upon the


 




    	 	-395-	 



     


    

 


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 and the RR Interest Owner 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 8.02Certain
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 the RR Interest 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
or the RR Interest Owner, pursuant to the provisions of this Agreement, unless such Certificateholders or the RR Interest Owner
shall have offered to the Trustee or the Certificate Administrator, as applicable, security or indemnity reasonably satisfactory
to it, against the costs, expenses and liabilities which may be incurred therein or thereby; neither the Trustee nor the Certificate
Administrator shall be required to expend or risk its own funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or powers, unless repayment of such funds or indemnity reasonably
satisfactory to it against such risk or liability is reasonably assured to it; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of a Servicer Termination Event which has not been cured, to exercise such of
the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as a prudent
man would exercise or use under the circumstances in the conduct of his own affairs;


 


(iv)       Neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 




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(v)       Prior
to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which may
have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of
the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)       The
Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents, affiliates or attorneys; provided, however, that the appointment of such agents,
affiliates or attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder;
provided, further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties
hereunder through any Person that is a Prohibited Party;


 


(vii)       For
all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed to have
actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure
or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act unless a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of
any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the Certificate
Administrator at the respective Corporate Trust Office, and such notice references the Certificates, the RR Interest or this Agreement;


 


(viii)       Neither
the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer or the Special
Servicer (unless the Trustee is acting as the Master Servicer or the Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as the Master Servicer or the Special Servicer) or of the Depositor, the Operating
Advisor or the Asset Representations Reviewer;


 


(ix)       Neither
the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund unless
it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency; 





 




    	 	-397-	 



     


    

 


(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 or the RR Interest Owner
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 8.03Trustee
and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates, RR Interest or Mortgage Loans. 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 the RR Interest, any Mortgage
Loan or related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application
by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates or the RR Interest, or for the
use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any
funds deposited in or withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the Master
Servicer, the Special Servicer or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator
shall not be responsible for and may rely upon the accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Master Servicer or the Special Servicer and accepted by the
Trustee or the Certificate Administrator, in good faith, pursuant to this Agreement.


 


Section 8.04Trustee
or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual capacity,
not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the Depositor,
the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights it would have if it
were not Trustee or the Certificate Administrator.


 




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Section 8.05Fees
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 basis. As to each Mortgage Loan
and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to
the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from
time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed in the same manner
as interest is calculated thereon and for the same period respecting which any related interest payment due or deemed thereon
is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee of
an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by it in the execution
of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder, except
for the reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate
Administrator’s sole form of compensation for the exercise and performance of its powers and duties hereunder, except for
the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be payable
with respect to any Companion Loan.


 


(b)       The
Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and
any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability 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 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


 




    	 	-399-	 



     


    

 


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 8.06Eligibility
Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator hereunder shall
at all times be, and shall resign if it fails to be, (i) a corporation, national bank, national banking association or a
trust company, organized and doing business under the laws of any state or the United States of America, authorized under such
laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and
surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority and in the case of the
Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is
acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section
7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution whose long-term
senior unsecured debt is rated at least “A2” by Moody’s, “A-” by Fitch and “A” by DBRS
Morningstar (or if not rated by DBRS Morningstar, then at least the equivalent by two other NRSROs (which may include Moody’s
and/or 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 “Baa2” by Moody’s,
“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 Moody’s and/or Fitch), (b) its short-term debt obligations have a
short-term rating of not less than “P-2” from Moody’s, “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
Moody’s and/or Fitch) and (c) the Master Servicer maintains a long term unsecured rating of at least “A2”
by Moody’s, “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 Moody’s and/or Fitch); provided that nothing in this
proviso shall impose on the Master Servicer any obligation to maintain such rating; provided, further, that if


 




    	 	-400-	 



     


    

 


any such institution
is not rated by DBRS Morningstar, it maintains an equivalent (or higher) rating by any two other NRSROs (which may include Moody’s
and/or Fitch) or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an
entity that is not a Prohibited Party.


 


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 8.07Resignation
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 and the RR Interest Owner. 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 RR Interest
Owner and the Trustee or Certificate Administrator, as applicable, by the Depositor. If no successor trustee or certificate administrator
shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of resignation,
the resigning Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor
trustee or certificate administrator, as applicable, and such petition will be an expense of the Trust.


 


(b)       If
at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the


 




    	 	-401-	 



     


    

 


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 and the RR Interest Owner 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 and the RR Interest Owner by the Master Servicer. In the event of any such
termination without cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable,
shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)       Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment
by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall
pay all costs and expenses associated with the transfer of its duties.


 


If the same party is
acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as
Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee
or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator and a successor
trustee, in each instance meeting the eligibility requirements set forth hereunder.


 




    	 	-402-	 



     


    

 


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 for each Mortgage Loan
(to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without
recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders
of BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, and the RR Interest Owner or in
blank, and (ii) in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents
were assigned to the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall review
the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each
Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed
Mortgage Note for a Mortgage Loan was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request
for Release, deliver such Mortgage Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the
Depositor shall cooperate with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation
or warranty, express or implied) to the order of the successor, as trustee for the registered Holders of BBCMS Mortgage Trust
2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, and the RR Interest Owner 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 document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release,
deliver such Mortgage Loan document to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor
shall cooperate with any successor trustee to ensure that such Mortgage Loan document is assigned to such successor trustee; and
(d) in any case, such successor trustee shall review the documents delivered to it or to the Custodian with respect to each
Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsements and assignments
have been made or, in the event such endorsement or assignment cannot be made for any reason, to note the same in such certification.


 


(f)       Neither
the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section 8.08Successor
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


 




    	 	-403-	 



     


    

 


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 and the RR Interest Owner. 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 8.09Merger
or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation
to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of
the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor Person shall be eligible
under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post such notice to
the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice of such event
to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice to
the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10Appointment
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


 




    	 	-404-	 



     


    

 


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 or the RR Interest Owner of the appointment of co-trustee(s) or separate trustee(s) shall
be required under Section 8.08. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)       In
the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed
by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)       Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)       Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


(e)       The
appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and
responsibilities hereunder.


 


Section 8.11Appointment
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


 




    	 	-405-	 



     


    

 


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 8.12Representations
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 and the RR Interest Owner, as of the Closing Date, that:


 


(i)       The
Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States
of America;


 


(ii)       The
execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by
the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


(iii)       The
Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and
binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)       The
Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms
of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith
and reasonable judgment, is likely


 




    	 	-406-	 



     


    

 


to affect materially
and adversely the ability of the Trustee to perform its obligations under this Agreement;


 


(vi)       No
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit the
Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement; and


 


(vii)       No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior
to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially
adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section 8.13Provision
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 8.14Representations
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 and the RR Interest Owner, as of the Closing Date, that:


 


(i)       The
Certificate Administrator is a national banking association duly organized under the laws of the United States of America, duly
organized, validly existing and in good standing under the laws thereof;


 


(ii)       The
execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms of
this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws or
constitute a default (or an event which, with notice or lapse of time, or both,


 




    	 	-407-	 



     


    

 


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; and


 


(vii)       No
consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and
performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this Agreement,
and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator to perform
its obligations hereunder.


 


Section 8.15Compliance
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


 




    	 	-408-	 



     


    

 


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 9.01Termination
upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02, the Trust
and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than the obligations
of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth), the 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 and the RR Interest Owner of all amounts held by the Certificate Administrator and required hereunder
to be so paid on the Distribution Date following the earlier to occur of (i) the final payment (or related Advance) or other
liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation
by the 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 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, 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 purchase) or (iii) so long
as the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates
are no longer outstanding, the voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than
the Class R and Class S Certificates) and the RR Interest and the payment or deemed payment by such exchanging party or the Termination
Purchase Amount for the remaining Mortgage Loans and REO Properties in the Trust Fund, of which (a) an amount equal to the product
of (x) the VRR Percentage and (y) the Termination Purchase


 




    	 	-409-	 



     


    

 


Amount shall be
paid to the VRR Interest Owners in exchange for the surrender of the VRR Interest, and (b) an amount equal to the product of
(i) the Non-VRR Percentage and (ii) the Termination Purchase Amount shall be deemed paid to the Trust and deemed distributed
to the holder or holders described in the immediately succeeding paragraph in exchange for the then-outstanding Non-VRR
Certificates pursuant to the terms of the immediately succeeding paragraph; 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-5, Class A-SB, Class A-S, Class B, Class C, Class D and
Class E 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 the outstanding
Certificates (other than the Class R and Class S Certificates together with the payment or deemed payment of the Termination
Purchase Amount) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as
contemplated by clause (iii) of the first paragraph of this Section 9.01 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 the outstanding Certificates (other than the Class R and Class S Certificates) and
the RR Interest for all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust in
accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the final
distribution on the Certificates is to occur, shall remit for deposit in the Collection Account an amount in immediately
available funds equal to (a) the product of the 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 Non-VRR Certificates) an amount equal to the product of the 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 VRR Interest Owners in


 




    	 	-410-	 



     


    

 


immediately available
funds an amount equal to the product of the 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 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 and
REO Properties remaining in the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02. Solely for
federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for
an amount equal to the 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
and Related Lower-Tier Regular Interests.


 


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and
the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage
Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder
to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


The 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) and the Trust’s portion of each REO Property remaining in the Trust Fund
as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the
Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated
date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer, the Master
Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans (solely for the purposes of this calculation, if such right is being exercised after
the Distribution Date in March 2030 and the F5 Tower Mortgage Loan, the Dollar General-Becker, MN Mortgage Loan or the Dollar
General-Kincheloe, MI Mortgage Loan is still an asset of the Trust, then any such Mortgage Loan will be excluded from the then-aggregate
Stated Principal Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage
Loans as of the Cut-off Date) as set forth in the Preliminary Statement. This purchase shall terminate the Trust and retire the
then-outstanding Certificates. In the event that the Master Servicer or the Special Servicer purchases, or the Holders of the
majority of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special
Servicer, the 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


 




    	 	-411-	 



     


    

 


(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 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 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,
each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with
the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the other parties
hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage Loans is an asset
of the Trust) and each REO Property remaining in the Trust Fund, not earlier than the 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 of
such final distribution on or before the P&I Advance Determination Date in such month, in each case specifying (i) the
Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount
of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such
other location therein designated.


 


After transferring the
Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular
Certificates and the RR Interest pursuant to Section 4.01(f) 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 the VRR Interest Owners and to each Certificateholder so presenting and surrendering
its Certificates or RR Interest (i) such Certificateholder’s Percentage Interest of, and the RR Interest Owner’s
portion of that portion of the amounts then on deposit in the Upper-Tier REMIC


 




    	 	-412-	 



     


    

 


Distribution Account
that are allocable to payments on the RR Interest and Class of Certificates so presented, (ii) to 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 Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account as of the final
Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest
in accordance with Section 4.01, Section 4.01(c), Section 4.01(f) and Section 4.01(g). 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(j).


 


Section 9.02Additional
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, the RR Interest and the
Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC
and Lower-Tier REMIC, as applicable, shall be terminated in accordance with the following additional requirements, which meet
the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)       the
Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date of mailing
of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns
pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)       during
the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates and the RR Interest,
the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable, for cash;
and


 


(iii)       within
such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests, the
Certificates and the RR Interest, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and in respect
of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet claims), and
the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 




    	 	-413-	 



     


    

 


[End of Article IX]


 


ARTICLE
X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01REMIC
Administration. (a)  The Certificate Administrator shall make elections or cause elections to be made to treat each
Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will be
made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar year
in which the Lower-Tier Regular Interests and the Regular Certificates are issued. For the purposes of the REMIC election in respect
of the Upper-Tier REMIC, each Class of the Regular Certificates and the RR Interest 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. 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 either 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 be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05 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 Lower-Tier REMIC and the Upper-Tier REMIC,


 




    	 	-414-	 



     


    

 


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 and the RR Interest
Owner 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 either Trust REMIC to fail to qualify as a REMIC or (ii) result
in the imposition of a tax upon either 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 and the RR Interest Owner, at the expense of the Trust,
but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to the Trust or either 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.


 




    	 	-415-	 



     


    

 


(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 either Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates and the RR Interest Owner, 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 either 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 either Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income
or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such tax (other than any such
tax paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable
state or local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable
to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the
Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Non-VRR Realized Losses
or VRR Realized Losses, as applicable, arising therefrom and then to the Holders of the Class R Certificates in respect of the
Class LR Interest in the manner specified in Section 4.01(c) and (y) in the case of the Upper-Tier REMIC, to the Holders
of the Principal Balance Certificates and the VRR Interest in the manner specified in Section 4.01(a) to the extent they
are fully reimbursed for any Non-VRR Realized Losses or 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 either 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 either 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.


 




    	 	-416-	 



     


    

 


(j)       Neither
the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or either Trust REMIC will receive
a fee or other compensation for services nor permit the Trust or either 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
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 (except in connection with (i) the default, imminent default or foreclosure
of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this
Agreement) or acquire any assets for the Trust or either 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 either 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 either Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC
Provisions.


 


(m)       The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the
Code (or successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225
of the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise
be imposed on any Holder of a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by acquiring such
Certificate, to any such elections, 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 10.02Use
of Agents. (a)  The Trustee shall execute all of its obligations and duties under this Article X through
its Corporate Trust Office (including, as applicable, any agents or affiliates utilized thereby). The Trustee may execute any
of its obligations and duties under this Article X either directly or by or through agents, affiliates 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, affiliates 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, affiliates or attorneys. The


 




    	 	-417-	 



     


    

 


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, affiliates or attorneys.


 


Section 10.03Depositor,
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 and the RR Interest, including, without limitation,
the price, yield, Prepayment Assumptions and projected cash flow of the Certificates and the RR Interest.


 


(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, the RR
Interest or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its
duties hereunder.


 


Section 10.04Appointment
of REMIC Administrators. (a)  The Certificate Administrator may appoint at the Certificate Administrator’s
expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in performing
the functions set forth in Section 10.01 herein. The Certificate Administrator shall cause any such REMIC Administrator
to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator shall agree to act in such
capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator shall not relieve the Certificate
Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible and liable for
all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable to the Certificate Administrator
and must be organized and doing business under the laws of the United States of America or of any State and be subject to supervision
or examination by federal or state authorities. In the absence of any other Person appointed in accordance herewith acting as
REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof.
If Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association
shall be terminated as REMIC Administrator.


 


(b)       Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)       Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation
to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a


 




    	 	-418-	 



     


    

 


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 and the RR Interest Owner; 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 11.01Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI of this
Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced
Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor shall
not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable
good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each
case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations of the requirements
of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff, and agree to comply
with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced
Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations
of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”). In connection
with the BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, 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


 




    	 	-419-	 



     


    

 


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 11.02Succession;
Subcontractors. (a)  As a condition to the succession to the Master Servicer and the Special Servicer or to any
Sub-Servicer (but only if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2)) as servicer or sub-servicer or succession
to the Certificate Administrator under this Agreement by any Person (i) into which the Master Servicer and the Special Servicer,
such Sub-Servicer or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor
to the Master Servicer and the Special Servicer or to any such Sub-Servicer or Certificate Administrator, the person removing
and replacing the Master Servicer and the Special Servicer or Certificate Administrator shall provide to the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator and each Other Depositor, as applicable, at least fifteen (15) calendar
days prior to the effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor),
(x) written notice to the Depositor, the Other Depositor and the Other Certificate Administrator of such succession or appointment
and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information relating to such successor
reasonably requested by the Depositor, Other Depositor or Other Certificate Administrator in order to comply with its reporting
obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required
to be filed under the Exchange Act); provided, however that if disclosing such information prior to such effective
date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer, any Additional
Servicer or the Certificate Administrator, as the case may be, shall submit such disclosure to the Depositor and the Other Depositor
no later than the effective date of such succession or appointment.


 


(b)       Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator and each
Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or more Subcontractors
to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant, such Servicer
shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate
Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) a written
description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate
Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by such Servicer, specifying
(i) the identity of such Subcontractor and (ii) the elements of the Servicing Criteria that will be addressed in assessments
of compliance provided by each such


 




    	 	-420-	 



     


    

 


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 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 


 




    	 	-421-	 



     


    

 


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
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 11.03Filing
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 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


 




    	 	-422-	 



     


    

 


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 11.04Form 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 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


 




    	 	-423-	 



     


    

 


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 and (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 Non-VRR Gain-on-Sale Reserve Account, the
VRR Interest 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 should be “no”. The Certificate Administrator shall be entitled to rely on such representations
in preparing, executing and/or filing any such report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it (to the extent it receives such information from the applicable Servicer) the identity of such Mortgage
Loan and, to the extent such information is received by the Certificate Administrator from the Master Servicer or the Special Servicer,
as the case may be, substantially in the form of Exhibit 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 such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio
calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form 10-D
for each reporting


 




    	 	-424-	 



     


    

 


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 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


 




    	 	-425-	 



     


    

 


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 ssreports@wellsfargo.com
(or such other email address as is provided by the Master Servicer in writing to the Depositor and the Certificate Administrator).
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 (other than questions regarding data that is in the Initial Schedule
AL File) or Schedule AL Additional File. The Certificate Administrator, the Master Servicer, and the Depositor shall each, to
the extent related to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding any
CREFC® Schedule AL File or any Schedule AL Additional File 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


 




    	 	-426-	 



     


    

 


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 11.05Form 10-K
Filings. (a)  Within ninety (90) days after the end of each fiscal year of the Trust (it being understood that
the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act
(the “10-K Filing Deadline”), commencing in March 2021, the Certificate Administrator shall prepare and file
on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall
include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable
time frames set forth in this Agreement:


 


(i)       an
annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of
noncompliance and the nature and status thereof;


 


(ii)       (A)
the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or Trustee, as described under Section 11.10; and


 




    	 	-427-	 



     


    

 


(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.


 


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


 




    	 	-428-	 



     


    




 


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, 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.


 




    	 	-429-	 



     


    




 


(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 11.06Sarbanes-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, shall cause such Servicing Function Participant
to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes
a Serviced Companion Loan (individually and collectively, the “Certifying Person”), on or before March 1st of
each year commencing in March 2021, a certification substantially in the form attached hereto as Exhibits 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


 




    	 	-430-	 



     


    

 


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”, 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 11.07Form 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


 




    	 	-431-	 



     


    

 


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.


 


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


 




    	 	-432-	 



     


    

 


acknowledge that the
performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing
of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this
Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from the parties to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not resulting from its
own negligence, bad faith or willful misconduct.


 


The Master Servicer,
the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special
Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by
the Master Servicer or the Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer
to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship
with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly notify) the
Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 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.


 


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 11.08Form 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


 




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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 11.09Annual
Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee shall not
be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria
applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each such party
shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, use
commercially reasonable efforts to cause such Additional Servicer to deliver to and (ii) with respect to each other Additional
Servicer that is also a Servicing Function Participant with which it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such Additional Servicer to deliver to), on or before March 1st of each year, commencing in
March 2021, deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator
when made available on its Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5 Information
Provider’s Website), an Officer’s 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
performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional
Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based
on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing
agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year
or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying
Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer,
use commercially reasonable efforts to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to
forward a copy of each such statement (or, in the case of the Certificate Administrator, make a copy of each such statement available
on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from
the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar
to the form attached hereto as Exhibit HH. Promptly after


 




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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.


 


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 11.10Annual
Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 1st of each year,
commencing in March 2021, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall be required to
deliver an assessment of compliance only if an Advance was made by the Trustee in such calendar year), the Custodian, the Operating
Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such party
shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, the Special Servicer, 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, cause


 




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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 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


 




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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 February 1 of each year, 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 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)       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.


 


(e)       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 or Consultation Termination Event occurred during the previous calendar year, and upon such request
the Certificate Administrator shall deliver such confirmation to the Operating Advisor or the Special Servicer, as applicable,
within fifteen (15) days of such request.


 




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Section 11.11Annual
Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing in March
2021, the Master Servicer, the Special Servicer, the Trustee (provided, however, that the Trustee shall not be required
to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable
to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall cause (and each
such party shall (i) with respect to each Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee,
Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable efforts to
cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant with
which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant,
as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the
Trustee, the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant
to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence and continuance of a
Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than the second 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 language. With respect to any
Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided
by the Certificate Administrator in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the providing parties.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as
to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the


 




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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 11.12Indemnification.
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.


 


The Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, the Special Servicer, Trustee or Certificate Administrator that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each
other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship
with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from
and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments
and any other costs, fees and expenses 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.


 




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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 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


 




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connection with the foregoing
(other than those costs and expenses required to be at the Depositor’s or any Other Depositor’s expense as set forth
above) and any amendments to any reports filed with the Commission or its staff related thereto shall be promptly paid by the applicable
Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor, as the case may be. Each
of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee
shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant or Additional Servicer,
use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and each
Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage
Loans, cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing or similar
agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to 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 cause such party, in each case,
to agree to the foregoing indemnification and contribution obligations. This Section 11.12 shall survive the termination
of this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating
Advisor, the Custodian or the Certificate Administrator.


 


Section 11.13Amendments.
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 Sections 3.13, 11.09, 11.10 and 11.11 shall


 




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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 11.14Regulation
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 11.15Certain
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 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


 




    	 	-442-	 



     


    

 


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 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


 




    	 	-443-	 



     


    

 


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).


 


(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


 




    	 	-444-	 



     


    

 


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).


 


(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


 




    	 	-445-	 



     


    

 


comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or the Special Servicer, as applicable, information, reports, statements and certificates with respect to itself
and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required to be
provided by the Master Servicer or the Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not
otherwise required to provide such information, reports or certificates to any Person in order to comply with Regulation AB. Such
information, reports or certificates shall be provided to the Master Servicer or the Special Servicer, as the case may be, no later
than two 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 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).


 




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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.


 


Section 11.16Certain
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 11.17Impact
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


 




    	 	-447-	 



     


    

 


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 12.01Asset
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, the RR Interest Owner and each other party to this Agreement. Any notice
required to be delivered to the Certificateholders and the RR Interest Owner 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 and by mailing such notice to the RR Interest
Owner’s address. 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 and the RR Interest Owner, the Certificate Administrator, based on information provided
to it by the Master Servicer or the Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage
Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset
Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1),
(2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit
SS within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer.


 


If Certificateholders
evidencing not less than 5% of the 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


 




    	 	-448-	 



     


    

 


vote to commence an Asset
Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide written
notice thereof to all Certificateholders and the RR Interest Owner (with a copy to the Asset Representations Reviewer) and conduct
a solicitation of votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize
an Asset Review by Holders of Certificates evidencing at least (i) a majority of those Certificateholders who cast votes and
(ii) a majority of an Asset Review Quorum within one-hundred fifty (150) days of receipt of the Asset Review Vote Election
(an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof
to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder, the Risk Retention
Consultation Parties, the RR Interest Owner 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”):


 


(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;


 




    	 	-449-	 



     


    

 


(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; provided that any such notification and/or request shall be in writing, specifically identifying
the documents being requested and sent to the notice address for the related party set forth in Section 13.05. 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 Agreement to deliver such missing
document only to the extent such document is in the possession of such


 




    	 	-450-	 



     


    

 


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 or RR Interest Owner 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


 




    	 	-451-	 



     


    

 


access to the
Secure Data Room is provided, 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 Mortgage Loan.


 


(viii)       The
Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of
the Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a
report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined
there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan 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


 




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Representations
Reviewer determine whether any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may
have against the applicable Mortgage Loan Seller (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).


 


(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 or the
RR Interest Owner), 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


 




    	 	-453-	 



     


    

 


Certificateholder or
any of their respective Affiliates or (ii) have been paid any fees, compensation or other remuneration by an Underwriter,
the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior
to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily
liable for any Asset Review required hereunder in accordance with the provisions of this Agreement without diminution of such obligation
or liability or related obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from
any Person acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the Asset Representations
Reviewer alone were performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter
into an agreement with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent
or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(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 12.02Payment
of Asset Representations Reviewer Fees and Expenses; Limitation of Liability. 


 


(a)       The
Depositor shall pay the Asset Representations Reviewer a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”)
on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer
shall be paid a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect
of the Mortgage Loans and shall be equal to the product of a rate equal to 0.00031% 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 Loan”),
upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset


 




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Representations Reviewer shall be paid
a fee equal to the sum of (i) $17,500, plus (ii) $1,750 per Mortgaged Property relating to the Subject Loan in excess
of one Mortgaged Property per Subject Loan, plus (iii) $2,250 per Mortgaged Property relating to the Subject Loan subject to a
ground lease, plus (iv) $1,250 per Mortgaged Property relating to the Subject Loan subject to a franchise agreement, hotel management
agreement or hotel license agreement, subject, in the case of each of clauses (i) through (iv), to adjustments on the basis of
the year-end “Consumer Price Index for All Urban Consumers” as published by the U.S. Department of Labor, or other
similar index if the Consumer Price Index for All Urban Consumers is no longer calculated for the year of the Closing Date and
for the year of the occurrence of the Asset Review (any such fee, the “Asset Representations Reviewer Asset Review Fee”).
The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan shall be paid by the related Mortgage
Loan Seller; provided, however, that if the related Mortgage Loan Seller is insolvent or fails to pay such amount
within ninety (90) days of written invoice 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 12.03Resignation
of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged from its obligations
hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. Upon such notice of
resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible Asset Representations
Reviewer. If no successor asset representations reviewer shall have been so appointed and have accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Asset Representations


 




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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 12.04Restrictions
of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates shall make any
investment in any Class of Certificates or the RR Interest; provided, however, that such prohibition shall not apply
to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel
from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05Termination
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 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 





 




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thirty (30) days
after the date written notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer
by any party to this Agreement;


 


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


 


(v)       the
Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of
or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)       the
Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a petition
to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders and the RR Interest Owner (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 Voting Rights (without regard to the application
of any Cumulative Appraisal Reduction Amounts), shall, terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive
all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring
prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required
to bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection with its termination
due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and
each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee
of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)       Upon
(i) the written direction of Holders of Principal Balance Certificates and/or the Class RR Certificates evidencing at least
25% of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to
terminate


 




    	 	-457-	 



     


    

 


and replace the Asset
Representations Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer
and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the
Certificate Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide written
notice thereof to the Asset Representations Reviewer and to all Certificateholders and the RR Interest Owner by (i) posting
such notice on its internet website, and (ii) mailing such notice to all Certificateholders and the RR Interest Owner at their
addresses appearing in the Certificate Register and to the Asset Representations Reviewer. Upon the written direction of Holders
of Principal Balance Certificates and the Class RR Certificates evidencing at least 75% of a Certificateholder Quorum (without
regard to the application of any Cumulative Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations
of the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date
of such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice
in writing to the Asset Representations Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer,
on the one hand, and the Holders of Principal Balance Certificates and the Class RR Certificates, on the other, the Holders of
Principal Balance Certificates and the Class RR 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 Principal Balance Certificates
and the Class RR Certificates evidencing at least 75% of the 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


 




    	 	-458-	 



     


    

 


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 and the RR Interest Owner), 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 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 13.01Amendment.
(a)  This Agreement may be amended from time to time by the parties hereto, without the consent of any of the Certificateholders,
the RR Interest Owner 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 RR Interest, 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 or the
RR Interest Owner, 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;


 




    	 	-459-	 



     


    

 


(iv)       to
modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either
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, either 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, the RR Interest Owner 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, either Trust REMIC or any of the Certificateholders or the RR Interest Owner (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, the RR
Interest Owner 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);


 


(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 or the RR Interest Owner 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


 




    	 	-460-	 



     


    

 


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 either 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 in any material respects the interests of any Certificateholders and the RR Interest
Owner, 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, (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s
consent or (C) may materially and adversely affect the RR Interest Owner without the RR Interest Owner’s consent.


 


(b)       This
Agreement may also be amended from time to time by the parties hereto with the consent of the RR Interest Owner (if affected by
such amendment) and the


 




    	 	-461-	 



     


    

 


Holders of Certificates
of each Class affected by such amendment evidencing, in the case of Certificateholders, 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 or the RR Interest Owner; 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 Whole Loans that are required to
be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the RR
Interest Owner 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 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 and the RR Interest Owner 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


 




    	 	-462-	 



     


    

 


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 either Trust REMIC, or cause either 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) or that otherwise materially and adversely affects the RR Interest
Owner without the RR Interest Owner’s consent.


 


(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 or the RR Interest Owner under this Section 13.01 to approve
the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders or the
RR Interest Owner 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 and the RR Interest Owner, 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).


 




    	 	-463-	 



     


    

 


(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,
any Certificates or the RR Interest registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled
to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates, so
long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)       This
Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially and adversely
affect the rights of such Companion Holder hereunder.


 


(l)       In
addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage Loan
Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or, if the
Master Servicer or Special Servicer is requesting such amendment in connection with the fulfillment of its duties under this Agreement,
at the expense of the Trust)), without the consent of any Certificateholder, to add or modify provisions relating to the applicable
Repurchased Note for purposes of the servicing and administration of such Repurchased Note provided that the amendment shall not
adversely affect in any material respect the interests of the Certificateholders, as evidenced by a Rating Agency Confirmation
from each Rating Agency (obtained at the expense of the repurchasing Mortgage Loan Seller) with respect to such amendment (or,
if no such Rating Agency Confirmation is actually received, by an Opinion of Counsel to such effect). Prior to the effectiveness
of such amendment, if one but not all of the Mortgage Notes with respect to a Joint Mortgage Loan is repurchased, the terms of
Section 3.33 shall govern the servicing and administration of such Joint Mortgage Loan.


 


Section 13.02Recordation
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 and the RR Interest Owner.


 


(b)       For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together
shall


 




    	 	-464-	 



     


    

 


constitute one and the
same instrument, and the words “executed,” “signed,” “signature,” and words of like import
as used above and elsewhere in this Agreement or in any other certificate, agreement or document related to this transaction shall
include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile or other
electronic format (including, without limitation, “pdf”) and other electronic signatures (including, without limitation,
any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted
by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation,
any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same
legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the
fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law
based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 


(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 13.03Limitation
on Rights of Certificateholders and the RR Interest Owner. (a)  The death or incapacity of any Certificateholder
or the RR Interest Owner shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s
or the RR Interest Owner’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 or RR Interest Owner 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 or the RR Interest
Owner from time to time as partners or members of an association; nor shall any Certificateholder or the RR Interest Owner 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 or RR Interest Owner shall have any right by virtue of any provision of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage
Loan, the RR Interest 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 or the RR Interest Owner 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 RR
Interest Owner and 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


 




    	 	-465-	 



     


    

 


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 or the RR Interest Owner
unless such Holders or the RR Interest Owner, as applicable, 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 13.04Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER
OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF
THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH OF THE PARTIES
HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS
OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING
IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY 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,


 




    	 	-466-	 



     


    

 


PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section
13.05Notices. (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:



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: BBCMS 2020-C7 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


with a copy to:



K&L Gates LLP

300 South Tryon Street

Suite 1000

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190


 




    	 	-467-	 



     


    




 


In the case of the Special Servicer:



Rialto Capital Advisors, LLC

200 S. Biscayne Boulevard

Suite 3550

Miami, Florida 33131

Attention: Liat Heller

Fax number: (305) 229-6425

Email: liat.heller@rialtocapital.com


 


with a copy to:



Rialto Capital Advisors, LLC

200 S. Biscayne Boulevard

Suite 3550

Miami, Florida 33131

Attention: Jeff Krasnoff

Fax number: (305) 229-6425

Email: jeff.krasnoff@rialtocapital.com


 


with a copy to:



Rialto Capital Advisors, LLC

200 S. Biscayne Boulevard

Suite 3550

Miami, Florida 33131

Attention: Niral Shah

Fax number: (305) 229-6425

Email: niral.shah@rialtocapital.com


 


with a copy to:



Rialto Capital Advisors, LLC

200 S. Biscayne Boulevard

Suite 3550

Miami, Florida 33131

Attention: Adam Singer

Fax number: (305) 229-6425

Email: adam.singer@rialtocapital.com


 




    	 	-468-	 



     


    

 


In the case of the Directing
Certificateholder:



RREF IV Debt AIV, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646


 


with a copy to:



RREF IV Debt AIV, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646


 


In the case of the VRR-A Risk
Retention Consultation Party:



Barclays Bank PLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com


 


with a copy to:



Barclays Bank PLC

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 VRR-B Risk
Retention Consultation Party:



KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Joe DeRoy

Facsimile: (877) 379-1625


 




    	 	-469-	 



     


    

 


with a copy to:




Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: (816) 753-1536


 


In the case of the VRR-C Risk
Retention Consultation Party:



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


 


In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BBCMS 2020-C7


 


with a copy to:



CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140


 


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-C7


 


with a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 




    	 	-470-	 



     


    

 


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-C7


 


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-C7


 


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 2020-C7


 


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



 


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


 




    	 	-471-	 



     


    

 


		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.	KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Joe DeRoy

Facsimile: (877) 379-1625



 


with a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: (816) 753-1536


 


		4.	Natixis Real Estate Capital LLC

1251 Avenue of the Americas

New York, New York 10020

Attention: Real Estate Administration

Facsimile No.: (212) 891-5777

E-mail: USCIBGlobalFinanceAssetMangagementTeam@natixis.com



 


for all legal notices to:



Natixis North America LLC

Office of the General Counsel

1251 Avenue of the Americas

New York, New York 10020

E-mail: CMBSnotices@natixis.com (for all legal notices)


 




    	 	-472-	 



     


    

 


		5.	Rialto Real Estate Fund IV – Debt, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Josh Cromer

Fax number: (212) 751-4646



 


with a copy to:



Rialto Real Estate Fund IV – Debt, LP

c/o Rialto Capital Management LLC

600 Madison Avenue, 12th Floor

New York, New York 10022

Attention: Joseph Bachkosky

Fax number: (212) 751-4646


 


In the case of the Operating
Advisor and the Asset Representations Reviewer:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BBCMS 2020-C7 - Surveillance Manager (with a copy sent

contemporaneously via email to cmbs.notices@parkbridgefinancial.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


 




    	 	-473-	 



     


    

 


accordance with the
procedures set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not
disclose which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices
or copies shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the
rating by the Rating Agencies required hereunder shall be in writing.


 


Any notices to the Rating Agencies
shall be sent to the following addresses:



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.

22 W. Washington Street

Attention: CMBS Surveillance

Chicago, Illinois 60602

Cmbs.surveillance@morningstar.com


 


Moody’s Investors Service,
Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


Section 13.06Severability
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 or the RR Interest Owner.


 


Section 13.07Grant
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. The Depositor shall file or cause to be filed, as a precautionary
filing, a UCC Financing Statement in all appropriate locations in the State of Delaware promptly following the initial issuance
of the Certificates, and the Certificate Administrator shall, at the expense of the Depositor (to the extent


 




    	 	-474-	 



     


    

 


reasonable), prepare
and file continuation statements with respect thereto, in each case in the six-month period prior to every fifth anniversary of
the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator
in the preparation and filing of such continuation statements. 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 13.08Successors
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 and the RR Interest Owner. Each Mortgage Loan Seller (and its respective agents), each Additional Repurchase
Obligor under a Mortgage Loan Purchase Agreement, each guarantor of a Mortgage 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 13.09Article
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 13.10Notices
to the Rating Agencies. (a)  The Certificate Administrator shall use reasonable efforts promptly to provide notice
to the 17g-5 Information Provider for


 




    	 	-475-	 



     


    

 


posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), (and the related 17g-5 information provider for any class
of Serviced Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect to each of the following
of which it has actual knowledge:


 


(i)       any
material change or amendment to this Agreement;


 


(ii)       the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)       the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special
Servicer; and


 


(iv)       the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller 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 with respect to an assumption of the Mortgage Loan or additional encumbrance described
in Section 3.08;


 


(v)       any
additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the then-aggregate
outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)       any
material damage to any Mortgaged Property;


 


(vii)       any
assumption with respect to a Mortgage Loan; and


 


(viii)       any
release or substitution of any Mortgaged Property.


 


(c)       The
Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the
location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 




    	 	-476-	 



     


    

 


(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 (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 documents. The Trustee, the Certificate Administrator, the Master
Servicer and the Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such
information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide
duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with the delivery
by the Master Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report, notice or document
for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer
or the Special Servicer when such information, report, notice or document has been posted. The Master Servicer or the Special Servicer,
as the case may be, may, but shall not be obligated to send such information, report, notice or document to the applicable Rating
Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider
or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business Day, to the 17g-5 Information Provider.


 


Section 13.11Recognition
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).


 




    	 	-477-	 



     


    

 


“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.


 


Section 13.12Limitation
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.


 


[End of Article XIII]


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


 




    	 	-478-	 



     


    




 


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


  


	 	WELLS FARGO BANK, NATIONAL 

ASSOCIATION,


	 	Master Servicer
	 	 	 
	 	By:	/s/ Amanda Perkins
	 	 	Name:  	Amanda Perkins
	 	 	Title:  	Vice President


  


	 	RIALTO CAPITAL ADVISORS, LLC, 

Special Servicer
	 	 	 
	 	By:	/s/ Sorana Georgescu
	 	 	Name:  	Sorana Georgescu
	 	 	Title:  	Secretary








 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,


	 	not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/ Amy Mofsenson
	 	 	Name:  	Amy Mofsenson
	 	 	Title:  	Vice President


 


BBCMS 2020-C7: POOLING AND SERVICING
AGREEMENT


 




     


     


    

 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	 	not in its individual capacity, but solely as Trustee
	 	 
	 	By:	/s/ Beverly D. Capers 
	 	 	Name:  	Beverly D. Capers 
	 	 	Title:  	Assistant Vice President


  


	 	PARK BRIDGE LENDER SERVICES LLC,
	 	as Operating Advisor
	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	 	By:	Park Bridge Financial LLC
	 	 	 	Its Sole Member
	 	 	 
	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	Name:  	Robert J. Spinna, Jr.
	 	 	Title:  	Managing Member
	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
	 	as Asset Representations Reviewer
	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	 	By:	Park Bridge Financial LLC
	 	 	 	Its Sole Member
	 	 	 
	 	By:	/s/ Robert J. Spinna, Jr.
	 	 	Name:  	Robert J. Spinna, Jr.
	 	 	Title:  	Managing Member


 


BBCMS 2020-C7: POOLING AND SERVICING
AGREEMENT


 




     


     


    




 


EXHIBIT A-1



FORM OF CERTIFICATE (OTHER THAN

CLASS R, CLASS S AND CLASS RR CERTIFICATES)


 


CLASS [__]


 


BBCMS MORTGAGE TRUST 2020-C7


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2020-C7, CLASS [__]


 


[FOR PRIVATELY OFFERED CERTIFICATES (CERTIFICATES
OTHER THAN CLASSES A-1, A-2, A-3, A-4, A-5, A-SB, 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, 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


 





 






1
       Temporary Regulation S Book-Entry Certificate legend.


2
       Legend required as long as DTC is the Depository under the Pooling and
Servicing Agreement.


 




    	 	A-1-1	 



     


    

 


[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 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-3, A-4, A-5, A-SB, 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 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


 





 






3       Book-Entry
Certificate legend.







 




    	 	A-1-2	 



     


    

 


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 THE CLASS X-E, CLASS X-F, CLASS X-G,
CLASS E, CLASS F AND CLASS G 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.


 


[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 NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF


 




    	 	A-1-3	 



     


    

 


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-E] [CLASS X-F][CLASS X-G] 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-4, CLASS A-5 AND CLASS A-SB 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
AND CLASS B 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-E CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE 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-F CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS F 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-G CERTIFICATES: THE NOTIONAL
AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS G 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-E][X-F][X-G] CERTIFICATES IS BASED WILL BE REDUCED
AS A


 




    	 	A-1-4	 



     


    

 


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.]


 


[FOR SUBORDINATE CERTIFICATES (CLASS A-S,
CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G): 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.]


 




    	 	A-1-5	 



     


    

 


	
        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 JUNE 1, 2020

         

        CUT-OFF DATE:
        AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING DATE:
        JUNE 25, 2020

         

        FIRST DISTRIBUTION
        DATE:

        JULY 17, 2020

         

        APPROXIMATE
        AGGREGATE [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES

        AS OF THE CLOSING DATE:

        $[_________]
	
        MASTER SERVICER:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:
        Rialto Capital Advisors, LLC

         

        TRUSTEE: WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING ADVISOR:
        Park Bridge Lender Services LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: Park Bridge Lender Services LLC

         

        CUSIP NO.: [
                  ]

         

        ISIN NO.: [
                  ]

         

        COMMON CODE:
        [______]

         

        CERTIFICATE
        NO.: [_] - ______



 




    	 	A-1-6	 



     


    

 


CLASS [__] CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Interest 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 June 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-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest 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-1-7	 



     


    

 


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-4, A-5, A-SB, A-S, B, C, D, E, F AND G): 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-4, A-5, A-SB, X-A, X-B, A-S, B, C, 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-4, A-5, A-SB, A-S, B, C, D, E, F AND G): 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 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 shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the 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


 




    	 	A-1-8	 



     


    

 


Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes
including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of
the Trust.


 


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses 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(j)
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(j) 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.


 




    	 	A-1-9	 



     


    

 


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-4, A-5, A-SB, A-S, B AND C: 10,000 initial Certificate Balance][FOR CLASS D, E, F AND G CERTIFICATES: 100,000 initial Certificate
Balance][FOR CLASS X-E, X-F AND X-G CERTIFICATES: 100,000 initial Notional Amount] [FOR CLASS X-A AND X-B 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, the RR
Interest Owner 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 RR Interest, 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 or the RR Interest Owner, as evidenced
in writing by an Opinion of


 




    	 	A-1-10	 



     


    

 


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 either 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,
either 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, the RR Interest Owner 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, either Trust REMIC or any of
the Certificateholders or the RR Interest Owner (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,
the RR Interest Owner 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


 




    	 	A-1-11	 



     


    

 


amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder or the RR Interest Owner 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 either
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 and the RR Interest
Owner, 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


 




    	 	A-1-12	 



     


    

 


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, (B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s
consent or (C) may materially or adversely affect the RR Interest Owner without the RR Interest Owner’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest Owner (if affected by
such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in the case of Certificateholders,
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 or RR Interest Owner; 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 Whole Loans that are required to
be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the RR
Interest Owner 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 and the RR Interest Owner 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


 




    	 	A-1-13	 



     


    

 


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 either Trust REMIC, or cause either 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) or that otherwise materially and adversely affects the RR Interest Owner without the RR Interest
Owner’s consent.


 


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) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans subject to the terms of the Pooling and Servicing Agreement.


 


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E 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) and the RR Interest for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 




    	 	A-1-14	 



     


    

 


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 or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-1-15	 



     


    

 


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: June 25, 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


 




    	 	A-1-16	 



     


    

 


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

        TEN ENT

        JT TEN
	
        -

        -

        -
	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship

 and not as tenants
        in common
	
        UNIF GIFT MIN ACT __________

        Custodian

        (Cust)

        Under Uniform Gifts to Minors

         

        Act __________________________

           (State)








  


Additional abbreviations may also be used though
not in the above list.


 


FORM OF TRANSFER


 


FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto _____________________________________________________________________________________________________________________


 





	 
	(Please insert Social Security or other identifying number of Assignee)
	 
	 
	(Please print or typewrite name and address of assignee)
	 
	 







 


the within Certificate and does hereby or irrevocably
constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power
of substitution in the premises.


 


	Dated:  __________	NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.


 


	 	 
	SIGNATURE GUARANTEED	 


 


The signature must be guaranteed by a commercial
bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange. Notarized or
witnessed signatures are not acceptable.


 




    	 	A-1-17	 



     


    

 


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-C7


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2020-C7, 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 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 TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF
EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER
TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c),


 




    	 	A-2-2	 



     


    

 


AND THEREFORE, TRANSFERS OF THIS CERTIFICATE
MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL
NOT BE DISREGARDED, THE TRANSFEROR 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 JUNE 1, 2020

         

        CUT-OFF DATE:
        AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING DATE:
        JUNE 25, 2020

         

        FIRST DISTRIBUTION
        DATE:

        JULY 17, 2020
	
        MASTER SERVICER:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:
        Rialto Capital Advisors, LLC

         

        TRUSTEE: WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING ADVISOR:
        Park Bridge Lender Services LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: Park Bridge Lender Services LLC

         

        CUSIP NO.: [          
        ]

         

        ISIN NO.: [
                  ]

         

        COMMON CODE:
        [______]

         

        CERTIFICATE
        NO.: R-____



 




    	 	A-2-4	 



     


    

CLASS R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Interest 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 June 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-C7, Commercial
Mortgage Pass-Through Certificates, Series 2020-C7 and are issued in the classes as specifically set forth in the Pooling and Servicing
Agreement. The Certificates and the RR Interest 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 two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”).
Each Holder of this


 




    	 	A-2-5	 



     


    

 


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 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


 




    	 	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(j)
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(j) 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


 




    	 	A-2-7	 



     


    

 


warranting, among other 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, the RR
Interest Owner 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 RR Interest, 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 or the RR Interest Owner, 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 either 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,
either 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, the RR Interest Owner 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, either Trust REMIC or any of
the Certificateholders or the RR Interest Owner (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,
the RR Interest Owner 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


 




    	 	A-2-9	 



     


    

 


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 or the RR Interest Owner 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 either
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 and the RR Interest
Owner, 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


 




    	 	A-2-10	 



     


    

 


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, (B) may materially and adversely affect the holder of a Companion Loan
without such Companion Holder’s consent or (C) may materially or adversely affect the RR Interest Owner without the
RR Interest Owner’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest Owner (if affected by
such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in the case of Certificateholders,
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 or RR Interest Owner; 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 Whole Loans that are required to
be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the RR
Interest Owner 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


 




    	 	A-2-11	 



     


    

 


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 and the RR Interest Owner 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 either Trust REMIC, or cause either 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) or that otherwise materially and adversely affects the RR Interest Owner without the RR Interest
Owner’s consent.


 


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) 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


 




    	 	A-2-12	 



     


    

 


Loans held by the Trust is
less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans subject to the terms of the Pooling and Servicing Agreement.


 


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E 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) and the RR Interest for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to
make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of
the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St.
James’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 or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-2-13	 



     


    

 


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: June 25, 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

        TEN ENT

        JT TEN
	
        -

        -

        -
	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship

 and not as tenants
        in common
	
        UNIF GIFT MIN ACT __________

        Custodian

        (Cust)

        Under Uniform Gifts to Minors

         

        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-C7


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2020-C7, 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 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 JUNE 1, 2020

         

        CUT-OFF DATE:
        AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING DATE:
        JUNE 25, 2020

         

        FIRST DISTRIBUTION
        DATE:

        JULY 17, 2020
	
        MASTER SERVICER:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:
        RIALTO CAPITAL ADVISORS, LLC

         

        TRUSTEE: WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING ADVISOR:

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP NO.: [          
        ]

         

        ISIN NO.: [
                  ]

         

        COMMON CODE:
        [______]

         

        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”), all payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Interest 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 June 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-C7, Commercial
Mortgage Pass-Through Certificates, Series 2020-C7 and are issued in the classes as specifically set forth in the Pooling and Servicing
Agreement. The Certificates and the RR Interest will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This Certificate does not
purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to
the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the
Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
an undivided beneficial interest in a portion of 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


 




    	 	A-3-4	 



     


    

 


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 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 given pursuant to Section 4.01(j)
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-


 




    	 	A-3-5	 



     


    

 


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(j) 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, the RR
Interest Owner 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 RR Interest, 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 or the RR Interest Owner, 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 either 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,
either 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, the RR Interest Owner 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, either Trust REMIC or any of
the Certificateholders or the RR Interest Owner (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,
the RR Interest Owner 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


 




    	 	A-3-7	 



     


    

 


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 or the RR Interest Owner 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 either
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 and the RR Interest
Owner, 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


 




    	 	A-3-8	 



     


    

 


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, (B) may materially and adversely affect the holder of a Companion Loan
without such Companion Holder’s consent or (C) may materially or adversely affect the RR Interest Owner without the
RR Interest Owner’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest Owner (if affected by
such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in the case of Certificateholders,
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 or RR Interest Owner; 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 Whole Loans that are required to
be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the RR
Interest Owner 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


 




    	 	A-3-9	 



     


    

 


(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 and the RR Interest Owner 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 either Trust REMIC, or cause either 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) or that otherwise materially and adversely affects the RR Interest Owner without the RR Interest
Owner’s consent.


 


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) 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


 




    	 	A-3-10	 



     


    

 


Controlling Class, the Special
Servicer, the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and
the Trust’s portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which
the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0%
of the aggregate Cut-off Date Balance of the Mortgage Loans subject to the terms of the Pooling and Servicing Agreement.


 


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E 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) and the RR Interest for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to
make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of
the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’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 or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-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: June 25, 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

        TEN ENT

        JT TEN
	
        -

        -

        -
	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship

 and not as tenants
        in common
	
        UNIF GIFT MIN ACT __________

        Custodian

        (Cust)

        Under Uniform Gifts to Minors

         

        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 CLASS RR CERTIFICATE


 


CLASS RR


 


BBCMS MORTGAGE TRUST 2020-C7


 


COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES 2020-C7, CLASS RR


 


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 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 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 ACCORDANCE 


 





 






1        Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 




    	 	A-4-2	 



     


    

 


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 UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF 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-4-3	 



     


    

 


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 VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE


 




    	 	A-4-4	 



     


    

 


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-4-5	 



     


    

 


	
        PASS-THROUGH
        RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        INITIAL CERTIFICATE
        BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[            ]

         

        DATE OF POOLING
        AND SERVICING AGREEMENT: AS OF JUNE 1, 2020

         

        CUT-OFF DATE:
        AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING DATE:
        JUNE 25, 2020

         

        FIRST DISTRIBUTION
        DATE:

        JULY 17, 2020

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS RR CERTIFICATES

        AS OF THE CLOSING DATE:

        $[_________]
	
        MASTER SERVICER:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER:
        Rialto Capital Advisors, LLC

         

        TRUSTEE: WILMINGTON
        TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING ADVISOR:
        Park Bridge Lender Services LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: Park Bridge Lender Services LLC

         

        CUSIP NO.: [
                    ]

         

        CERTIFICATE
        NO.: RR-______



 




    	 	A-4-6	 



     


    

 


CLASS RR CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Interest 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 TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered
owner of the interest evidenced by this Certificate in the Class RR Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between 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 RR Certificates. The Certificates are designated as the BBCMS Mortgage
Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest 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-4-7	 



     


    

 


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 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 shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect
to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make
withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. 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


 




    	 	A-4-8	 



     


    

 


expenses incurred with respect
to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under the
Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of 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(j)
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(j) 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 Class RR Certificates
will be issued in fully registered, certificated form in minimum denominations of $10,000 initial Certificate Balance, and in integral
multiples of $0.01 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-4-9	 



     


    

 


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, the RR
Interest Owner 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 RR Interest, 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 or the RR Interest Owner, 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 either 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,
either 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


 




    	 	A-4-10	 



     


    

 


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, the RR Interest
Owner 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, either Trust REMIC or any of
the Certificateholders or the RR Interest Owner (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,
the RR Interest Owner 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 or the RR Interest Owner 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-4-11	 



     


    

 


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 either 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 and the RR Interest
Owner, 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, (B) may materially and adversely affect the holder of a Companion Loan
without such Companion Holder’s consent or (C) may materially or adversely affect the RR Interest Owner without the
RR Interest Owner’s consent.


 




    	 	A-4-12	 



     


    

 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest Owner (if affected by
such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in the case of Certificateholders,
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 or RR Interest Owner; 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 Whole Loans that are required to
be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the RR
Interest Owner 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 and the RR Interest Owner 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


 




    	 	A-4-13	 



     


    

 


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 either Trust REMIC, or cause either 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) or that otherwise materially and adversely affects the RR Interest Owner
without the RR Interest Owner’s consent.


 


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) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated
by clause (ii) of the first paragraph of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee,
the Certificate Administrator and the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior
to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special Servicer,
the Master Servicer, or the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
Cut-off Date Balance of the Mortgage Loans subject to the terms of the Pooling and Servicing Agreement.


 


Following the date on which
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E 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) and the RR Interest for all of the Mortgage Loans
and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created by
the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to
make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of
the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James’s,
living on the date hereof.


 




    	 	A-4-14	 



     


    

 


Unless the certificate of
authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    	 	A-4-15	 



     


    

 


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: June 25, 2020


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE CLASS
RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	AUTHORIZED SIGNATORY


 




    	 	A-4-16	 



     


    

 


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

        TEN ENT

        JT TEN
	
        -

        -

        -
	
        as tenant in common

        as tenants by the entireties

        as joint tenants with rights of survivorship

 and not as tenants
        in common
	
        UNIF GIFT MIN ACT __________

        Custodian

        (Cust)

        Under Uniform Gifts to Minors

         

        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-4-1	 



     


    

 


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-4-2	 



     


    



 





EXHIBIT
B



MORTGAGE LOAN SCHEDULE


 




    	 	Exhibit B-1	 



     


    

 


 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 



	Sequence
    #	Seller	Property
    Name	Property
    Address	City	State
	1	Barclays	Parkmerced	3711
    19th Avenue	San
    Francisco	CA
	2	Barclays	525
    Market Street	525
    Market Street	San
    Francisco	CA
	3	SGFC	The
    Cove at Tiburon	50
    Barbaree Way	Tiburon	CA
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	Various	Various	MI
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	1745
    Waldon Road	Lake
    Orion	MI
	4.02	KeyBank	Simply
    Self Storage - Okemos	2591
    Jolly Road	Okemos	MI
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	1236
    Ball Avenue Northeast	Grand
    Rapids	MI
	4.04	KeyBank	Simply
    Self Storage - Jackson	3870
    Jackson Road	Ann
    Arbor	MI
	4.05	KeyBank	Simply
    Self Storage - Novi	24985
    Haggerty Road	Novi	MI
	4.06	KeyBank	Simply
    Self Storage - Westland	39205
    Ford Road	Westland	MI
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	31755
    23 Mile Road	Chesterfield	MI
	4.08	KeyBank	Simply
    Self Storage - Wyoming	533
    36th Street Southwest	Wyoming	MI
	4.09	KeyBank	Simply
    Self Storage - State Street	2333
    South State Street & 2351 Boardwalk Drive	Ann
    Arbor	MI
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	521
    Tyler Road	Ypsilanti	MI
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	2135
    South Sprinkle Road	Kalamazoo	MI
	4.12	KeyBank	Simply
    Self Storage - Lansing West	2685
    Eaton Rapids Road	Lansing	MI
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	Various	Various	SC
	5.01	KeyBank	375
    Metropolitan Drive	375
    Metropolitan Drive	West
    Columbia	SC
	5.02	KeyBank	10700
    Farrow Road	10700
    Farrow Road	Blythewood	SC
	5.03	KeyBank	2500
    Saint Matthews Road	2500
    Saint Matthews Road	Orangeburg	SC
	5.04	KeyBank	625
    South Old Piedmont Highway	625
    South Old Piedmont Highway	Greenville	SC
	5.05	KeyBank	1020
    Idlewild Boulevard	1020
    Idlewild Boulevard	Columbia	SC
	5.06	KeyBank	1235
    Commerce Drive	1235
    Commerce Drive	Lugoff	SC
	5.07	KeyBank	220
    Commerce Road	220
    Commerce Road	Greenville	SC
	5.08	KeyBank	1001-1005
    Technology Drive	1001-1005
    Technology Drive	West
    Columbia	SC
	5.09	KeyBank	209
    Flintlake Road	209
    Flintlake Road	Columbia	SC
	5.10	KeyBank	2050
    American Italian Way	2050
    American Italian Way	Columbia	SC
	5.11	KeyBank	546
    L & C Distribution Parkway	546
    L & C Distribution Parkway	Richburg	SC
	5.12	KeyBank	1255
    Commerce Drive	1255
    Commerce Drive	Lugoff	SC
	5.13	KeyBank	3430
    Platt Springs Road	3430
    Platt Springs Road	West
    Columbia	SC
	5.14	KeyBank	3260
    Southport Road	3260
    Southport Road	Spartanburg	SC
	5.15	KeyBank	251
    Corporate Park Boulevard	251
    Corporate Park Boulevard	Columbia	SC
	5.16	KeyBank	1025
    Technology Drive	1025
    Technology Drive	West
    Columbia	SC
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	Various	Various	Various
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	9408
    State Road 16	Onalaska	WI
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	3131
    East Greenway Road	Phoenix	AZ
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	14475
    West 135th Street	Olathe	KS
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	2555
    Bolton Road Northwest	Atlanta	GA
	6.05	SGFC	Walgreens
    - Midland, MI	1615
    North Saginaw Road	Midland	MI
	6.06	SGFC	Walgreens
    - Racine, WI	3825
    Durand Avenue	Racine	WI
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	121
    West Steuben Street	Oakdale	PA
	6.08	SGFC	Tractor
    Supply - Burleson, TX	2410
    Southwest Wilshire Boulevard	Burleson	TX




      


     


    

	Sequence
    #	Seller	Property
    Name	Property
    Address	City	State
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	684
    Cobb Parkway North	Marietta	GA
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	8005
    Marketplace Drive	Oak
    Ridge	NC
	6.11	SGFC	Walgreens
    - Delafield, WI	2901
    Golf Road	Delafield	WI
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	814
    Sheldon Road	Channelview	TX
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	1003
    North Greengate Road	Greensburg	PA
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	142
    McKinley Road	Beaver
    Falls	PA
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	2604
    North Hospital Road	Goldsboro	NC
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	4241
    Johnny Cake Ridge Road	Eagan	MN
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	1100
    Montgomery Highway	Vestavia
    Hills	AL
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	101
    Chester Avenue	Yeadon	PA
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	61019
    Silver Lake Road	South
    Lyon	MI
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	151
    North Clarke Road	Ocoee	FL
	6.21	SGFC	Dollar
    General - Asheville, NC	19
    Dix Creek Chapel Road	Asheville	NC
	6.22	SGFC	Dollar
    General - Midland (Front), TX	1305
    East Front Street	Midland	TX
	6.23	SGFC	Dollar
    General - Port Huron, MI	1251
    Water Street	Port
    Huron	MI
	6.24	SGFC	Dollar
    General - Goshen, IN	1075
    North Main Street	Goshen	IN
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	6306
    Highway 349	Midland	TX
	6.26	SGFC	Dollar
    General - Jackson, MI	2400
    East Michigan Avenue	Jackson	MI
	6.27	SGFC	Dollar
    General - Mishawaka, IN	12487
    McKinley Highway	Mishawaka	IN
	7	KeyBank	SSTIV
    Self Storage Portfolio	Various	Various	Various
	7.01	KeyBank	SmartStop
    - Plant City	1610
    Jim Johnson Road	Plant
    City	FL
	7.02	KeyBank	SmartStop
    - North Las Vegas	2555
    West Centennial Parkway	North
    Las Vegas	NV
	7.03	KeyBank	SmartStop
    - Puyallup	1401
    North Meridian Avenue	Puyallup	WA
	7.04	KeyBank	SmartStop
    - Las Vegas	8020
    Las Vegas Boulevard South	Las
    Vegas	NV
	7.05	KeyBank	SmartStop
    - Texas City	3730
    Emmett F Lowry Expressway	Texas
    City	TX
	7.06	KeyBank	SmartStop
    - Jensen Beach	1105
    Northeast Industrial Boulevard	Jensen
    Beach	FL
	7.07	KeyBank	SmartStop
    - Riverside	3167
    Van Buren Boulevard	Riverside	CA
	8	KeyBank	Acuity
    Portfolio	Various	Various	NY
	8.01	KeyBank	201
    West 92nd Street	201
    West 92nd Street	New
    York	NY
	8.02	KeyBank	200
    West 93rd Street	200
    West 93rd Street	New
    York	NY
	8.03	KeyBank	780
    Riverside Drive	780
    Riverside Drive	New
    York	NY
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	331,
    333 and 337 West 43rd Street	New
    York	NY
	8.05	KeyBank	3489
    Broadway	3489
    Broadway	New
    York	NY
	8.06	KeyBank	884
    West End Avenue	884
    West End Avenue	New
    York	NY
	8.07	KeyBank	529-537
    East 81st Street	529-537
    East 81st Street	New
    York	NY
	8.08	KeyBank	730
    Riverside Drive	730
    Riverside Drive	New
    York	NY
	8.09	KeyBank	1843
    1st Avenue	1843
    1st Avenue	New
    York	NY




      


     


    

	Sequence
    #	Seller	Property
    Name	Property
    Address	City	State
	8.10	KeyBank	432
    East 88th Street	432
    East 88th Street	New
    York	NY
	8.11	KeyBank	440
    Audubon Avenue	440
    Audubon Avenue	New
    York	NY
	8.12	KeyBank	66-70
    West 109th Street	66-70
    West 109th Street	New
    York	NY
	8.13	KeyBank	470
    West 23rd Street	470
    West 23rd Street	New
    York	NY
	8.14	KeyBank	136
    & 144 West 111th Street	136
    and 144 West 111th Street	New
    York	NY
	8.15	KeyBank	140
    & 148 West 111th Street	140
    and 148 West 111th Street	New
    York	NY
	8.16	KeyBank	237
    1st Avenue	237
    1st Avenue	New
    York	NY
	8.17	KeyBank	589
    Riverside Drive	589
    Riverside Drive	New
    York	NY
	8.18	KeyBank	132-134
    West 109th Street	132-134
    West 109th Street	New
    York	NY
	8.19	KeyBank	480
    Humboldt Street	480
    Humboldt Street	Brooklyn	NY
	8.20	KeyBank	2
    West 125th Street	2
    West 125th Street	New
    York	NY
	8.21	KeyBank	61
    West 106th Street	61
    West 106th Street	New
    York	NY
	8.22	KeyBank	1741
    1st Avenue	1741
    1st Avenue	New
    York	NY
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	2090-2092
    Amsterdam Avenue	New
    York	NY
	8.24	KeyBank	2330
    7th Avenue	2330
    7th Avenue	New
    York	NY
	8.25	KeyBank	132
    Sherman Avenue	132
    Sherman Avenue	New
    York	NY
	8.26	KeyBank	245
    Flatbush Avenue	245
    Flatbush Avenue	Brooklyn	NY
	8.27	KeyBank	240
    East 85th Street	240
    East 85th Street	New
    York	NY
	9	Barclays	F5
    Tower	801
    5th Avenue	Seattle	WA
	10	SGFC	The
    Arbors	649
    Lawrence Drive, 2535 and 2545 West Hillcrest Drive	Thousand
    Oaks	CA
	11	Natixis	Santa
    Monica Physician’s Center	1304
    15th Street	Santa
    Monica	CA
	12	Natixis	725
    Fourth Avenue	725
    Fourth Avenue	Brooklyn	NY
	13	Barclays	650
    Madison Avenue	650
    Madison Avenue	New
    York	NY
	14	Barclays	One
    Stockton	1
    Stockton Street	San
    Francisco	CA
	15	RREF	Vernon
    Tower	31-43
    Vernon Boulevard	Astoria	NY
	16	Barclays	One
    Bel Air	2391
    Roscomare Road	Los
    Angeles	CA
	17	SGFC	Meridian
    One Colorado	 9785
    Maroon Circle 	Englewood	CO
	18	KeyBank	Time
    Out MHC Portfolio	Various	Various	NC
	18.01	KeyBank	Laiken
    Estates	3381
    East Elizabethtown Road	Lumberton	NC
	18.02	KeyBank	Alamac
    Village	24
    Alamac Village Drive	Lumberton	NC
	18.03	KeyBank	Pine
    Run	5480
    Shannon Road	Shannon	NC
	18.04	KeyBank	Taylor
    Park	600
    and 937 Warwick Mill Road	Lumberton	NC
	18.05	KeyBank	Wysteria
    Estates	1238
    Snake Road	Lumberton	NC
	18.06	KeyBank	Abbott
    Park	210
    Glisson Street	Lumberton	NC
	18.07	KeyBank	West
    Estates	1056
    Snake Road	Lumberton	NC
	19	SGFC	Bronx
    Multifamily Portfolio	Various	Bronx	NY
	19.01	SGFC	505
    East 184th Street	505
    East 184th Street	Bronx	NY




      


     


    

	Sequence
    #	Seller	Property
    Name	Property
    Address	City	State
	19.02	SGFC	2334
    Washington Avenue	2334
    Washington Avenue	Bronx	NY
	19.03	SGFC	2607
    Jerome Avenue	2607
    Jerome Avenue	Bronx	NY
	19.04	SGFC	2268
    Washington Avenue	2268
    Washington Avenue	Bronx	NY
	20	RREF	1st
    & Pine	104
    Pine Street	Seattle	WA
	21	RREF	West
    Side Plaza	2305-2349
    Augusta Road	West
    Columbia 	SC
	22	KeyBank	Skyline
    MHC Portfolio	Various	Various	Various
	22.01	KeyBank	Desert
    Shores Estates MHC	1067
    West Miracle Mile and 2823 North Fairview Avenue	Tucson	AZ
	22.02	KeyBank	Noblesse
    Oblige Estates	3426
    North Romero Road	Tucson	AZ
	22.03	KeyBank	Desert
    Haven MHC	3332
    North Romero Road	Tucson	AZ
	22.04	KeyBank	Oak
    Meadows MHC	405
    West 7th Street	Cortez	CO
	22.05	KeyBank	Sun
    City MHC	2426
    and 2444 North 14th Avenue	Tucson	AZ
	22.06	KeyBank	Carla
    Ridge Estates	1811
    West Prince Road	Tucson	AZ
	23	RREF	GDR
    Manassas	10021
    Balls Ford Road	Manassas	VA
	24	RREF	DFW
    Retail Portfolio	Various	Various	TX
	24.01	RREF	Keller
    Marketplace	1411
    Keller Parkway	Keller	TX
	24.02	RREF	Grand
    Central Crossing	1215
    Arkansas Lane	Grand
    Prairie	TX
	24.03	RREF	Summer
    Creek Plaza	5228
    Sycamore School Road	Fort
    Worth	TX
	24.04	RREF	Kelly
    Plaza	921
    Erby Campbell Boulevard	Royse
    City	TX
	25	Natixis	Simply
    Space Self Storage Merced	1124
    West Yosemite Avenue	Merced	CA
	26	KeyBank	Kemper
    Pointe	7870
    East Kemper Road	Cincinnati	OH
	27	KeyBank	Extra
    Space Storage Phoenix	3650
    West Broadway Road	Phoenix	AZ
	28	KeyBank	40
    & 50 Beaver Street	40
    & 50 Beaver Street	Albany	NY
	29	Barclays	The
    Storage Depot	701
    State Highway 77	Marion	AR
	30	RREF	Silver
    Creek Apartments Portfolio	Various	Elizabethtown	KY
	30.01	RREF	Silver
    Creek Apartments	102
    Silver Creek Court	Elizabethtown	KY
	30.02	RREF	Cardinal
    Creek Apartments	170
    Ruby Drive	Elizabethtown	KY
	31	RREF	Twelve
    Oaks RV Resort	161
    Twelve Oaks Place and 6250 West 46 State Road	Sanford	FL
	32	KeyBank	Cape
    Coral and Dunedin	Various	Various	FL
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	1121
    Overcash Drive	Dunedin	FL
	32.02	KeyBank	625
    Del Prado Boulevard	625
    Del Prado Boulevard South	Cape
    Coral	FL
	32.03	KeyBank	665
    Del Prado Boulevard	665
    Del Prado Boulevard South	Cape
    Coral	FL
	33	RREF	Advantage
    Self-Storage	4215
    OR-99E	Hubbard	OR
	34	KeyBank	StorQuest
    Self Storage - Honolulu	750
    Umi Street	Honolulu	HI
	35	KeyBank	Cool
    Creek Village	2736
    East 146th Street	Carmel	IN
	36	KeyBank	Hogan
    Self Storage	1577
    Reed Road	Pennington	NJ
	37	KeyBank	Laborers
    Union Building	7135
    West Sahara Avenue	Las
    Vegas	NV
	38	KeyBank	7-Eleven
    - 351 Bowery	351
    Bowery	New
    York	NY
	39	KeyBank	StorQuest
    Self Storage - Apache	10461
    East Apache Trail	Apache
    Junction	AZ
	40	RREF	Ranch
    at Cooper River Apartments	325
    Gulledge Street	Moncks
    Corner	SC
	41	KeyBank	StorQuest
    Self Storage - Tucson	6400
    South Commerce Court	Tucson	AZ
	42	KeyBank	Combs
    Mini Storage	2100
    US Highway 67	Festus	MO
	43	KeyBank	Brookside
    MHC	1201
    South Eisenhower Boulevard	Middletown	PA
	44	KeyBank	StorQuest
    Self Storage - Phoenix	10622
    West Indian School Road	Phoenix	AZ
	45	KeyBank	Hermann
    Oaks MHC	6421
    Hermann Road	Houston	TX
	46	KeyBank	Katy
    Village MHC	5530
    Rexora Lane	Katy	TX




      


     


    

	Sequence
    #	Seller	Property
    Name	Property
    Address	City	State
	47	RREF	Sharidon
    MHP	3941
    North 4th Avenue	Tucson	AZ
	48	RREF	Dollar
    General-Becker, MN	13122
    1st Street	Becker	MN
	49	RREF	Dollar
    General-Kincheloe, MI	4914
    West M-80	Kincheloe	MI




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Zip
    Code	County	Property
    Type	Total
    SF/Units
	1	Barclays	Parkmerced	94132	San
    Francisco	Multifamily	3,165
	2	Barclays	525
    Market Street	94105	San
    Francisco	Office	1,034,170
	3	SGFC	The
    Cove at Tiburon	94920	Marin	Multifamily	283
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	Various	Various	Self
    Storage	5,705
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	48359	Oakland	Self
    Storage	517
	4.02	KeyBank	Simply
    Self Storage - Okemos	48864	Ingham	Self
    Storage	738
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	49505	Kent	Self
    Storage	562
	4.04	KeyBank	Simply
    Self Storage - Jackson	48103	Washtenaw	Self
    Storage	736
	4.05	KeyBank	Simply
    Self Storage - Novi	48375	Oakland	Self
    Storage	503
	4.06	KeyBank	Simply
    Self Storage - Westland	48185	Wayne	Self
    Storage	516
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	48047	Macomb	Self
    Storage	449
	4.08	KeyBank	Simply
    Self Storage - Wyoming	49509	Kent	Self
    Storage	436
	4.09	KeyBank	Simply
    Self Storage - State Street	48104	Washtenaw	Self
    Storage	289
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	48198	Washtenaw	Self
    Storage	384
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	49001	Kalamazoo	Self
    Storage	358
	4.12	KeyBank	Simply
    Self Storage - Lansing West	48911	Ingham	Self
    Storage	217
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	Various	Various	Industrial	2,540,032
	5.01	KeyBank	375
    Metropolitan Drive	29170	Lexington	Industrial	263,374
	5.02	KeyBank	10700
    Farrow Road	29016	Richland	Industrial	280,463
	5.03	KeyBank	2500
    Saint Matthews Road	29118	Orangeburg	Industrial	319,000
	5.04	KeyBank	625
    South Old Piedmont Highway	29611	Greenville	Industrial	405,259
	5.05	KeyBank	1020
    Idlewild Boulevard	29201	Richland	Industrial	166,600
	5.06	KeyBank	1235
    Commerce Drive	29078	Kershaw	Industrial	152,945
	5.07	KeyBank	220
    Commerce Road	29611	Greenville	Industrial	158,889
	5.08	KeyBank	1001-1005
    Technology Drive	29170	Lexington	Industrial	100,000
	5.09	KeyBank	209
    Flintlake Road	29223	Richland	Industrial	122,419
	5.10	KeyBank	2050
    American Italian Way	29209	Richland	Industrial	122,100
	5.11	KeyBank	546
    L & C Distribution Parkway	29729	Chester	Industrial	110,000
	5.12	KeyBank	1255
    Commerce Drive	29078	Kershaw	Industrial	82,000
	5.13	KeyBank	3430
    Platt Springs Road	29170	Lexington	Industrial	92,583
	5.14	KeyBank	3260
    Southport Road	29302	Spartanburg	Industrial	90,000
	5.15	KeyBank	251
    Corporate Park Boulevard	29223	Richland	Industrial	35,100
	5.16	KeyBank	1025
    Technology Drive	29170	Lexington	Industrial	39,300
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	Various	Various	Various	422,042
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	54650	La
    Crosse	Retail	63,919
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	85032	Maricopa	Office	13,969
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	66062	Johnson	Retail	55,000
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	30318	Fulton	Retail	11,800
	6.05	SGFC	Walgreens
    - Midland, MI	48640	Midland	Retail	14,820
	6.06	SGFC	Walgreens
    - Racine, WI	53405	Racine	Retail	15,120
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	15071	Allegheny	Retail	19,097
	6.08	SGFC	Tractor
    Supply - Burleson, TX	76028	Johnson	Retail	19,097




      


     


    

	Sequence
    #	Seller	Property
    Name	Zip
    Code	County	Property
    Type	Total
    SF/Units
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	30062	Cobb	Retail	10,880
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	27310	Guilford	Retail	21,677
	6.11	SGFC	Walgreens
    - Delafield, WI	53018	Waukesha	Retail	13,905
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	77530	Harris	Retail	10,908
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	15601	Westmoreland	Office	8,353
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	15010	Beaver	Retail	19,097
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	27534	Wayne	Office	9,813
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	55122	Dakota	Retail	10,880
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	35216	Jefferson	Retail	10,880
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	19050	Delaware	Retail	10,125
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	48178	Oakland	Retail	10,880
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	34761	Orange	Retail	7,000
	6.21	SGFC	Dollar
    General - Asheville, NC	28806	Buncombe	Retail	9,002
	6.22	SGFC	Dollar
    General - Midland (Front), TX	79701	Midland	Retail	10,640
	6.23	SGFC	Dollar
    General - Port Huron, MI	48060	St.
    Clair	Retail	9,026
	6.24	SGFC	Dollar
    General - Goshen, IN	46528	Elkhart	Retail	9,002
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	79705	Midland	Retail	9,026
	6.26	SGFC	Dollar
    General - Jackson, MI	49202	Jackson	Retail	9,026
	6.27	SGFC	Dollar
    General - Mishawaka, IN	46545	St.
    Joseph	Retail	9,100
	7	KeyBank	SSTIV
    Self Storage Portfolio	Various	Various	Self
    Storage	4,197
	7.01	KeyBank	SmartStop
    - Plant City	33566	Hillsborough	Self
    Storage	796
	7.02	KeyBank	SmartStop
    - North Las Vegas	89084	Clark	Self
    Storage	598
	7.03	KeyBank	SmartStop
    - Puyallup	98371	Pierce	Self
    Storage	780
	7.04	KeyBank	SmartStop
    - Las Vegas	89123	Clark	Self
    Storage	581
	7.05	KeyBank	SmartStop
    - Texas City	77590	Galveston	Self
    Storage	477
	7.06	KeyBank	SmartStop
    - Jensen Beach	34957	Martin	Self
    Storage	508
	7.07	KeyBank	SmartStop
    - Riverside	92503	Riverside	Self
    Storage	457
	8	KeyBank	Acuity
    Portfolio	Various	Various	Various	1,132
	8.01	KeyBank	201
    West 92nd Street	10025	New
    York	Mixed
    Use	67
	8.02	KeyBank	200
    West 93rd Street	10025	New
    York	Mixed
    Use	67
	8.03	KeyBank	780
    Riverside Drive	10032	New
    York	Multifamily	91
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	10036	New
    York	Multifamily	75
	8.05	KeyBank	3489
    Broadway	10031	New
    York	Mixed
    Use	73
	8.06	KeyBank	884
    West End Avenue	10025	New
    York	Multifamily	67
	8.07	KeyBank	529-537
    East 81st Street	10028	New
    York	Multifamily	100
	8.08	KeyBank	730
    Riverside Drive	10031	New
    York	Multifamily	63
	8.09	KeyBank	1843
    1st Avenue	10128	New
    York	Multifamily	57




      


     


    

	Sequence
    #	Seller	Property
    Name	Zip
    Code	County	Property
    Type	Total
    SF/Units
	8.10	KeyBank	432
    East 88th Street	10128	New
    York	Multifamily	45
	8.11	KeyBank	440
    Audubon Avenue	10040	New
    York	Multifamily	68
	8.12	KeyBank	66-70
    West 109th Street	10025	New
    York	Multifamily	48
	8.13	KeyBank	470
    West 23rd Street	10011	New
    York	Mixed
    Use	18
	8.14	KeyBank	136
    & 144 West 111th Street	10026	New
    York	Multifamily	32
	8.15	KeyBank	140
    & 148 West 111th Street	10026	New
    York	Multifamily	32
	8.16	KeyBank	237
    1st Avenue	10003	New
    York	Mixed
    Use	13,522
	8.17	KeyBank	589
    Riverside Drive	10031	New
    York	Multifamily	40
	8.18	KeyBank	132-134
    West 109th Street	10025	New
    York	Multifamily	40
	8.19	KeyBank	480
    Humboldt Street	11211	Kings	Multifamily	20
	8.20	KeyBank	2
    West 125th Street	10027	New
    York	Mixed
    Use	23
	8.21	KeyBank	61
    West 106th Street	10025	New
    York	Multifamily	24
	8.22	KeyBank	1741
    1st Avenue	10128	New
    York	Mixed
    Use	16
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	10032	New
    York	Mixed
    Use	26
	8.24	KeyBank	2330
    7th Avenue	10030	New
    York	Multifamily	9
	8.25	KeyBank	132
    Sherman Avenue	10034	New
    York	Multifamily	21
	8.26	KeyBank	245
    Flatbush Avenue	11217	Kings	Mixed
    Use	3
	8.27	KeyBank	240
    East 85th Street	10028	New
    York	Mixed
    Use	7
	9	Barclays	F5
    Tower	98104	King	Office	515,518
	10	SGFC	The
    Arbors	91320	Ventura	Office	204,427
	11	Natixis	Santa
    Monica Physician’s Center	90404	Los
    Angeles	Office	37,511
	12	Natixis	725
    Fourth Avenue	11232	Kings	Multifamily	165
	13	Barclays	650
    Madison Avenue	10022	New
    York	Mixed
    Use	600,415
	14	Barclays	One
    Stockton	94108	San
    Francisco	Retail	16,987
	15	RREF	Vernon
    Tower	11106	Queens	Multifamily	103
	16	Barclays	One
    Bel Air	90077	Los
    Angeles	Multifamily	10
	17	SGFC	Meridian
    One Colorado	80112	Douglas	Office	140,416
	18	KeyBank	Time
    Out MHC Portfolio	Various	Robeson	Manufactured
    Housing	400
	18.01	KeyBank	Laiken
    Estates	28358	Robeson	Manufactured
    Housing	108
	18.02	KeyBank	Alamac
    Village	28358	Robeson	Manufactured
    Housing	85
	18.03	KeyBank	Pine
    Run	28386	Robeson	Manufactured
    Housing	59
	18.04	KeyBank	Taylor
    Park	28358	Robeson	Manufactured
    Housing	52
	18.05	KeyBank	Wysteria
    Estates	28358	Robeson	Manufactured
    Housing	43
	18.06	KeyBank	Abbott
    Park	28358	Robeson	Manufactured
    Housing	32
	18.07	KeyBank	West
    Estates	28358	Robeson	Manufactured
    Housing	21
	19	SGFC	Bronx
    Multifamily Portfolio	Various	Bronx	Multifamily	111
	19.01	SGFC	505
    East 184th Street	10458	Bronx	Multifamily	31




      


     


    

	Sequence
    #	Seller	Property
    Name	Zip
    Code	County	Property
    Type	Total
    SF/Units
	19.02	SGFC	2334
    Washington Avenue	10458	Bronx	Multifamily	33
	19.03	SGFC	2607
    Jerome Avenue	10468	Bronx	Multifamily	27
	19.04	SGFC	2268
    Washington Avenue	10457	Bronx	Multifamily	20
	20	RREF	1st
    & Pine	98101	King	Multifamily	55
	21	RREF	West
    Side Plaza	29169	Lexington	Retail	222,630
	22	KeyBank	Skyline
    MHC Portfolio	Various	Various	Manufactured
    Housing	461
	22.01	KeyBank	Desert
    Shores Estates MHC	85705	Pima	Manufactured
    Housing	118
	22.02	KeyBank	Noblesse
    Oblige Estates	85705	Pima	Manufactured
    Housing	90
	22.03	KeyBank	Desert
    Haven MHC	85705	Pima	Manufactured
    Housing	67
	22.04	KeyBank	Oak
    Meadows MHC	81321	Montezuma	Manufactured
    Housing	87
	22.05	KeyBank	Sun
    City MHC	85705	Pima	Manufactured
    Housing	52
	22.06	KeyBank	Carla
    Ridge Estates	85705	Pima	Manufactured
    Housing	47
	23	RREF	GDR
    Manassas	20109	Prince
    William	Office	97,360
	24	RREF	DFW
    Retail Portfolio	Various	Various	Retail	37,625
	24.01	RREF	Keller
    Marketplace	76248	Tarrant	Retail	12,352
	24.02	RREF	Grand
    Central Crossing	75052	Tarrant	Retail	7,556
	24.03	RREF	Summer
    Creek Plaza	76123	Tarrant	Retail	8,705
	24.04	RREF	Kelly
    Plaza	75189	Rockwall	Retail	9,012
	25	Natixis	Simply
    Space Self Storage Merced	95348	Merced	Self
    Storage	752
	26	KeyBank	Kemper
    Pointe	45249	Hamilton	Office	96,418
	27	KeyBank	Extra
    Space Storage Phoenix	85041	Maricopa	Self
    Storage	979
	28	KeyBank	40
    & 50 Beaver Street	12207	Albany	Office	78,303
	29	Barclays	The
    Storage Depot	72364	Crittenden	Self
    Storage	715
	30	RREF	Silver
    Creek Apartments Portfolio	42701	Hardin	Multifamily	120
	30.01	RREF	Silver
    Creek Apartments	42701	Hardin	Multifamily	68
	30.02	RREF	Cardinal
    Creek Apartments	42701	Hardin	Multifamily	52
	31	RREF	Twelve
    Oaks RV Resort	32771	Seminole	Manufactured
    Housing	231
	32	KeyBank	Cape
    Coral and Dunedin	Various	Various	Office	21,035
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	34698	Pinellas	Office	9,642
	32.02	KeyBank	625
    Del Prado Boulevard	33990	Lee	Office	6,193
	32.03	KeyBank	665
    Del Prado Boulevard	33990	Lee	Office	5,200
	33	RREF	Advantage
    Self-Storage	97032	Marion	Self
    Storage	288
	34	KeyBank	StorQuest
    Self Storage - Honolulu	96819	Honolulu	Self
    Storage	591
	35	KeyBank	Cool
    Creek Village	46033	Hamilton	Mixed
    Use	33,312
	36	KeyBank	Hogan
    Self Storage	08534	Mercer	Self
    Storage	408
	37	KeyBank	Laborers
    Union Building	89117	Clark	Office	27,860
	38	KeyBank	7-Eleven
    - 351 Bowery	10003	New
    York	Retail	2,162
	39	KeyBank	StorQuest
    Self Storage - Apache	85120	Maricopa	Self
    Storage	373
	40	RREF	Ranch
    at Cooper River Apartments	29461	Berkeley	Multifamily	64
	41	KeyBank	StorQuest
    Self Storage - Tucson	85746	Pima	Self
    Storage	450
	42	KeyBank	Combs
    Mini Storage	63028	Jefferson	Self
    Storage	501
	43	KeyBank	Brookside
    MHC	17057	Dauphin	Manufactured
    Housing	139
	44	KeyBank	StorQuest
    Self Storage - Phoenix	85037	Maricopa	Self
    Storage	398
	45	KeyBank	Hermann
    Oaks MHC	77050	Harris	Manufactured
    Housing	78
	46	KeyBank	Katy
    Village MHC	77493	Harris	Manufactured
    Housing	56




      


     


    

	Sequence
    #	Seller	Property
    Name	Zip
    Code	County	Property
    Type	Total
    SF/Units
	47	RREF	Sharidon
    MHP	85705	Pima
    	Manufactured
    Housing	65
	48	RREF	Dollar
    General-Becker, MN	55308	Sherburne	Retail	9,002
	49	RREF	Dollar
    General-Kincheloe, MI	49788	Chippewa	Retail	9,026




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Unit
    of Measure	Original
    Balance	Current
    Balance
	1	Barclays	Parkmerced	Units	60,000,000	60,000,000.00
	2	Barclays	525
    Market Street	Square
    Feet	60,000,000	60,000,000.00
	3	SGFC	The
    Cove at Tiburon	Units	50,000,000	50,000,000.00
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	Units	50,000,000	50,000,000.00
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	Units	6,455,710	6,455,709.57
	4.02	KeyBank	Simply
    Self Storage - Okemos	Units	6,450,418	6,450,418.01
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	Units	5,487,353	5,487,353.10
	4.04	KeyBank	Simply
    Self Storage - Jackson	Units	5,265,108	5,265,107.69
	4.05	KeyBank	Simply
    Self Storage - Novi	Units	5,079,902	5,079,902.44
	4.06	KeyBank	Simply
    Self Storage - Westland	Units	4,492,539	4,492,538.84
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	Units	4,238,544	4,238,544.09
	4.08	KeyBank	Simply
    Self Storage - Wyoming	Units	3,344,269	3,344,269.42
	4.09	KeyBank	Simply
    Self Storage - State Street	Units	2,984,443	2,984,442.78
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	Units	2,703,989	2,703,989.49
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	Units	2,217,165	2,217,165.48
	4.12	KeyBank	Simply
    Self Storage - Lansing West	Units	1,280,559	1,280,559.10
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	Square
    Feet	49,500,000	49,500,000.00
	5.01	KeyBank	375
    Metropolitan Drive	Square
    Feet	7,321,687	7,321,686.99
	5.02	KeyBank	10700
    Farrow Road	Square
    Feet	5,390,200	5,390,199.92
	5.03	KeyBank	2500
    Saint Matthews Road	Square
    Feet	4,941,016	4,941,016.42
	5.04	KeyBank	625
    South Old Piedmont Highway	Square
    Feet	4,941,016	4,941,016.42
	5.05	KeyBank	1020
    Idlewild Boulevard	Square
    Feet	4,177,405	4,177,404.60
	5.06	KeyBank	1235
    Commerce Drive	Square
    Feet	3,593,467	3,593,466.61
	5.07	KeyBank	220
    Commerce Road	Square
    Feet	3,279,038	3,279,038.30
	5.08	KeyBank	1001-1005
    Technology Drive	Square
    Feet	2,560,345	2,560,345.12
	5.09	KeyBank	209
    Flintlake Road	Square
    Feet	2,380,671	2,380,671.29
	5.10	KeyBank	2050
    American Italian Way	Square
    Feet	2,290,835	2,290,834.73
	5.11	KeyBank	546
    L & C Distribution Parkway	Square
    Feet	2,245,917	2,245,916.81
	5.12	KeyBank	1255
    Commerce Drive	Square
    Feet	1,976,406	1,976,406.42
	5.13	KeyBank	3430
    Platt Springs Road	Square
    Feet	1,280,173	1,280,172.56
	5.14	KeyBank	3260
    Southport Road	Square
    Feet	1,235,254	1,235,253.92
	5.15	KeyBank	251
    Corporate Park Boulevard	Square
    Feet	988,204	988,203.57
	5.16	KeyBank	1025
    Technology Drive	Square
    Feet	898,366	898,366.29
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	Square
    Feet	45,000,000	45,000,000.00
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	Square
    Feet	3,339,816	3,339,816.40
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	Square
    Feet	3,213,786	3,213,785.59
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	Square
    Feet	3,094,756	3,094,756.50
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	Square
    Feet	2,905,710	2,905,710.28
	6.05	SGFC	Walgreens
    - Midland, MI	Square
    Feet	2,429,594	2,429,593.90
	6.06	SGFC	Walgreens
    - Racine, WI	Square
    Feet	2,345,573	2,345,573.36
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	Square
    Feet	2,282,558	2,282,557.96
	6.08	SGFC	Tractor
    Supply - Burleson, TX	Square
    Feet	2,233,546	2,233,545.98




      


     


    

	Sequence
    #	Seller	Property
    Name	Unit
    of Measure	Original
    Balance	Current
    Balance
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	Square
    Feet	2,093,512	2,093,511.75
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	Square
    Feet	2,030,496	2,030,496.34
	6.11	SGFC	Walgreens
    - Delafield, WI	Square
    Feet	1,932,472	1,932,472.38
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	Square
    Feet	1,911,467	1,911,467.25
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	Square
    Feet	1,694,414	1,694,414.19
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	Square
    Feet	1,582,387	1,582,386.81
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	Square
    Feet	1,260,308	1,260,308.08
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	Square
    Feet	1,183,289	1,183,289.25
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	Square
    Feet	1,169,286	1,169,285.83
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	Square
    Feet	1,148,281	1,148,280.69
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	Square
    Feet	1,120,274	1,120,273.84
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	Square
    Feet	1,001,245	1,001,244.75
	6.21	SGFC	Dollar
    General - Asheville, NC	Square
    Feet	882,216	882,215.65
	6.22	SGFC	Dollar
    General - Midland (Front), TX	Square
    Feet	847,207	847,207.10
	6.23	SGFC	Dollar
    General - Port Huron, MI	Square
    Feet	686,168	686,167.73
	6.24	SGFC	Dollar
    General - Goshen, IN	Square
    Feet	686,168	686,167.73
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	Square
    Feet	672,164	672,164.31
	6.26	SGFC	Dollar
    General - Jackson, MI	Square
    Feet	637,156	637,155.75
	6.27	SGFC	Dollar
    General - Mishawaka, IN	Square
    Feet	616,151	616,150.61
	7	KeyBank	SSTIV
    Self Storage Portfolio	Units	40,500,000	40,500,000.00
	7.01	KeyBank	SmartStop
    - Plant City	Units	8,722,000	8,722,000.00
	7.02	KeyBank	SmartStop
    - North Las Vegas	Units	7,118,000	7,118,000.00
	7.03	KeyBank	SmartStop
    - Puyallup	Units	6,616,000	6,616,000.00
	7.04	KeyBank	SmartStop
    - Las Vegas	Units	5,413,000	5,413,000.00
	7.05	KeyBank	SmartStop
    - Texas City	Units	5,112,000	5,112,000.00
	7.06	KeyBank	SmartStop
    - Jensen Beach	Units	4,009,000	4,009,000.00
	7.07	KeyBank	SmartStop
    - Riverside	Units	3,510,000	3,510,000.00
	8	KeyBank	Acuity
    Portfolio	Units	40,000,000	40,000,000.00
	8.01	KeyBank	201
    West 92nd Street	Units	3,432,099	3,432,098.77
	8.02	KeyBank	200
    West 93rd Street	Units	3,406,709	3,406,708.64
	8.03	KeyBank	780
    Riverside Drive	Units	2,828,167	2,828,166.90
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	Units	2,814,423	2,814,422.97
	8.05	KeyBank	3489
    Broadway	Units	2,291,912	2,291,911.97
	8.06	KeyBank	884
    West End Avenue	Units	2,152,166	2,152,165.83
	8.07	KeyBank	529-537
    East 81st Street	Units	2,142,318	2,142,317.54
	8.08	KeyBank	730
    Riverside Drive	Units	1,986,060	1,986,060.36
	8.09	KeyBank	1843
    1st Avenue	Units	1,848,597	1,848,597.02




      


     


    

	Sequence
    #	Seller	Property
    Name	Unit
    of Measure	Original
    Balance	Current
    Balance
	8.10	KeyBank	432
    East 88th Street	Units	1,610,579	1,610,579.46
	8.11	KeyBank	440
    Audubon Avenue	Units	1,533,547	1,533,547.24
	8.12	KeyBank	66-70
    West 109th Street	Units	1,467,368	1,467,367.82
	8.13	KeyBank	470
    West 23rd Street	Units	1,283,914	1,283,913.92
	8.14	KeyBank	136
    & 144 West 111th Street	Units	1,182,766	1,182,766.08
	8.15	KeyBank	140
    & 148 West 111th Street	Units	1,117,647	1,117,646.83
	8.16	KeyBank	237
    1st Avenue	Square
    Feet	1,106,911	1,106,911.24
	8.17	KeyBank	589
    Riverside Drive	Units	1,101,700	1,101,700.31
	8.18	KeyBank	132-134
    West 109th Street	Units	1,079,691	1,079,691.06
	8.19	KeyBank	480
    Humboldt Street	Units	1,030,396	1,030,396.48
	8.20	KeyBank	2
    West 125th Street	Units	914,033	914,033.12
	8.21	KeyBank	61
    West 106th Street	Units	848,889	848,889.44
	8.22	KeyBank	1741
    1st Avenue	Units	758,841	758,840.90
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	Units	624,322	624,322.42
	8.24	KeyBank	2330
    7th Avenue	Units	456,052	456,051.89
	8.25	KeyBank	132
    Sherman Avenue	Units	410,056	410,055.90
	8.26	KeyBank	245
    Flatbush Avenue	Units	295,666	295,665.85
	8.27	KeyBank	240
    East 85th Street	Units	275,170	275,170.08
	9	Barclays	F5
    Tower	Square
    Feet	39,500,000	39,500,000.00
	10	SGFC	The
    Arbors	Square
    Feet	36,250,000	36,029,749.86
	11	Natixis	Santa
    Monica Physician’s Center	Square
    Feet	23,700,000	23,700,000.00
	12	Natixis	725
    Fourth Avenue	Units	23,000,000	23,000,000.00
	13	Barclays	650
    Madison Avenue	Square
    Feet	21,450,000	21,450,000.00
	14	Barclays	One
    Stockton	Square
    Feet	21,000,000	21,000,000.00
	15	RREF	Vernon
    Tower	Units	16,800,000	16,800,000.00
	16	Barclays	One
    Bel Air	Units	16,600,000	16,600,000.00
	17	SGFC	Meridian
    One Colorado	Square
    Feet	16,400,000	16,400,000.00
	18	KeyBank	Time
    Out MHC Portfolio	Pads	15,817,200	15,772,438.02
	18.01	KeyBank	Laiken
    Estates	Pads	4,398,366	4,385,918.82
	18.02	KeyBank	Alamac
    Village	Pads	3,250,441	3,241,242.40
	18.03	KeyBank	Pine
    Run	Pads	2,277,725	2,271,279.14
	18.04	KeyBank	Taylor
    Park	Pads	2,060,223	2,054,392.66
	18.05	KeyBank	Wysteria
    Estates	Pads	1,721,888	1,717,015.13
	18.06	KeyBank	Abbott
    Park	Pads	1,329,176	1,325,414.49
	18.07	KeyBank	West
    Estates	Pads	779,381	777,175.39
	19	SGFC	Bronx
    Multifamily Portfolio	Units	14,210,000	14,210,000.00
	19.01	SGFC	505
    East 184th Street	Units	4,350,000	4,350,000.00




      


     


    

	Sequence
    #	Seller	Property
    Name	Unit
    of Measure	Original
    Balance	Current
    Balance
	19.02	SGFC	2334
    Washington Avenue	Units	3,785,000	3,785,000.00
	19.03	SGFC	2607
    Jerome Avenue	Units	3,260,000	3,260,000.00
	19.04	SGFC	2268
    Washington Avenue	Units	2,815,000	2,815,000.00
	20	RREF	1st
    & Pine	Units	14,000,000	14,000,000.00
	21	RREF	West
    Side Plaza	Square
    Feet	12,800,000	12,729,665.59
	22	KeyBank	Skyline
    MHC Portfolio	Pads	11,675,000	11,675,000.00
	22.01	KeyBank	Desert
    Shores Estates MHC	Pads	2,909,619	2,909,619.00
	22.02	KeyBank	Noblesse
    Oblige Estates	Pads	2,355,696	2,355,696.00
	22.03	KeyBank	Desert
    Haven MHC	Pads	2,148,736	2,148,736.00
	22.04	KeyBank	Oak
    Meadows MHC	Pads	1,625,248	1,625,248.00
	22.05	KeyBank	Sun
    City MHC	Pads	1,320,894	1,320,894.00
	22.06	KeyBank	Carla
    Ridge Estates	Pads	1,314,807	1,314,807.00
	23	RREF	GDR
    Manassas	Square
    Feet	10,250,000	10,190,412.99
	24	RREF	DFW
    Retail Portfolio	Square
    Feet	9,950,000	9,950,000.00
	24.01	RREF	Keller
    Marketplace	Square
    Feet	3,468,913	3,468,913.00
	24.02	RREF	Grand
    Central Crossing	Square
    Feet	2,353,529	2,353,529.00
	24.03	RREF	Summer
    Creek Plaza	Square
    Feet	2,112,141	2,112,141.00
	24.04	RREF	Kelly
    Plaza	Square
    Feet	2,015,417	2,015,417.00
	25	Natixis	Simply
    Space Self Storage Merced	Units	9,750,000	9,750,000.00
	26	KeyBank	Kemper
    Pointe	Square
    Feet	8,500,000	8,500,000.00
	27	KeyBank	Extra
    Space Storage Phoenix	Units	7,600,000	7,600,000.00
	28	KeyBank	40
    & 50 Beaver Street	Square
    Feet	7,350,000	7,307,300.69
	29	Barclays	The
    Storage Depot	Units	6,700,000	6,700,000.00
	30	RREF	Silver
    Creek Apartments Portfolio	Units	6,375,000	6,349,294.54
	30.01	RREF	Silver
    Creek Apartments	Units	3,541,667	3,527,385.86
	30.02	RREF	Cardinal
    Creek Apartments	Units	2,833,333	2,821,908.68
	31	RREF	Twelve
    Oaks RV Resort	Pads	5,500,000	5,468,777.51
	32	KeyBank	Cape
    Coral and Dunedin	Square
    Feet	5,400,000	5,400,000.00
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	Square
    Feet	2,362,500	2,362,500.00
	32.02	KeyBank	625
    Del Prado Boulevard	Square
    Feet	1,620,000	1,620,000.00
	32.03	KeyBank	665
    Del Prado Boulevard	Square
    Feet	1,417,500	1,417,500.00
	33	RREF	Advantage
    Self-Storage	Units	4,650,000	4,625,111.25
	34	KeyBank	StorQuest
    Self Storage - Honolulu	Units	4,540,000	4,540,000.00
	35	KeyBank	Cool
    Creek Village	Square
    Feet	4,410,000	4,410,000.00
	36	KeyBank	Hogan
    Self Storage	Units	4,400,000	4,400,000.00
	37	KeyBank	Laborers
    Union Building	Square
    Feet	4,225,000	4,225,000.00
	38	KeyBank	7-Eleven
    - 351 Bowery	Square
    Feet	3,900,000	3,900,000.00
	39	KeyBank	StorQuest
    Self Storage - Apache	Units	3,680,000	3,680,000.00
	40	RREF	Ranch
    at Cooper River Apartments	Units	3,400,000	3,381,212.43
	41	KeyBank	StorQuest
    Self Storage - Tucson	Units	3,175,000	3,175,000.00
	42	KeyBank	Combs
    Mini Storage	Units	3,100,000	3,086,962.45
	43	KeyBank	Brookside
    MHC	Pads	2,925,000	2,918,701.22
	44	KeyBank	StorQuest
    Self Storage - Phoenix	Units	2,905,000	2,905,000.00
	45	KeyBank	Hermann
    Oaks MHC	Pads	2,286,000	2,286,000.00
	46	KeyBank	Katy
    Village MHC	Pads	2,010,000	2,010,000.00




      


     


    

	Sequence
    #	Seller	Property
    Name	Unit
    of Measure	Original
    Balance	Current
    Balance
	47	RREF	Sharidon
    MHP	Pads	1,400,000	1,392,961.68
	48	RREF	Dollar
    General-Becker, MN	Square
    Feet	924,000	924,000.00
	49	RREF	Dollar
    General-Kincheloe, MI	Square
    Feet	875,000	875,000.00




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Amortization
    Type	Monthly
    Debt Service	Accrual
    Type
	1	Barclays	Parkmerced	Interest
    Only	136,228.50
    	30/360
	2	Barclays	525
    Market Street	Interest
    Only	149,523.26
    	Actual/360
	3	SGFC	The
    Cove at Tiburon	Interest
    Only	158,420.14
    	Actual/360
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	IO-Balloon	230,424.39
    	Actual/360
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	IO-Balloon	231,043.57
    	Actual/360
	5.01	KeyBank	375
    Metropolitan Drive	 	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 	 
	5.07	KeyBank	220
    Commerce Road	 	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 	 
	5.14	KeyBank	3260
    Southport Road	 	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	Interest
    Only	131,323.96
    	Actual/360
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Amortization
    Type	Monthly
    Debt Service	Accrual
    Type
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	Interest
    Only	121,750.31
    	Actual/360
	7.01	KeyBank	SmartStop
    - Plant City	 	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 	 
	8	KeyBank	Acuity
    Portfolio	Interest
    Only	117,611.11
    	Actual/360
	8.01	KeyBank	201
    West 92nd Street	 	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 	 
	8.05	KeyBank	3489
    Broadway	 	 	 
	8.06	KeyBank	884
    West End Avenue	 	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Amortization
    Type	Monthly
    Debt Service	Accrual
    Type
	8.10	KeyBank	432
    East 88th Street	 	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 	 
	8.16	KeyBank	237
    1st Avenue	 	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 	 
	8.20	KeyBank	2
    West 125th Street	 	 	 
	8.21	KeyBank	61
    West 106th Street	 	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 	 
	8.27	KeyBank	240
    East 85th Street	 	 	 
	9	Barclays	F5
    Tower	ARD-Interest
    Only	123,439.16
    	Actual/360
	10	SGFC	The
    Arbors	Balloon	165,522.69
    	Actual/360
	11	Natixis	Santa
    Monica Physician’s Center	Interest
    Only	63,076.56
    	Actual/360
	12	Natixis	725
    Fourth Avenue	IO-Balloon	107,550.24
    	Actual/360
	13	Barclays	650
    Madison Avenue	Interest
    Only	63,177.70
    	Actual/360
	14	Barclays	One
    Stockton	Interest
    Only	71,681.94
    	Actual/360
	15	RREF	Vernon
    Tower	Interest
    Only	57,771.39
    	Actual/360
	16	Barclays	One
    Bel Air	Interest
    Only	52,876.00
    	Actual/360
	17	SGFC	Meridian
    One Colorado	IO-Balloon	77,447.57
    	Actual/360
	18	KeyBank	Time
    Out MHC Portfolio	Balloon	74,604.70
    	Actual/360
	18.01	KeyBank	Laiken
    Estates	 	 	 
	18.02	KeyBank	Alamac
    Village	 	 	 
	18.03	KeyBank	Pine
    Run	 	 	 
	18.04	KeyBank	Taylor
    Park	 	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 	 
	18.06	KeyBank	Abbott
    Park	 	 	 
	18.07	KeyBank	West
    Estates	 	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	Interest
    Only	47,664.35
    	Actual/360
	19.01	SGFC	505
    East 184th Street	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Amortization
    Type	Monthly
    Debt Service	Accrual
    Type
	19.02	SGFC	2334
    Washington Avenue	 	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 	 
	20	RREF	1st
    & Pine	Interest
    Only	48,852.55
    	Actual/360
	21	RREF	West
    Side Plaza	Balloon	62,444.87
    	Actual/360
	22	KeyBank	Skyline
    MHC Portfolio	Interest
    Only	40,443.61
    	Actual/360
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 	 
	22.05	KeyBank	Sun
    City MHC	 	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 	 
	23	RREF	GDR
    Manassas	Balloon	52,977.80
    	Actual/360
	24	RREF	DFW
    Retail Portfolio	IO-Balloon	48,657.21
    	Actual/360
	24.01	RREF	Keller
    Marketplace	 	 	 
	24.02	RREF	Grand
    Central Crossing	 	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 	 
	24.04	RREF	Kelly
    Plaza	 	 	 
	25	Natixis	Simply
    Space Self Storage Merced	Interest
    Only	29,573.87
    	Actual/360
	26	KeyBank	Kemper
    Pointe	IO-Balloon	39,124.05
    	Actual/360
	27	KeyBank	Extra
    Space Storage Phoenix	Interest
    Only	24,336.71
    	Actual/360
	28	KeyBank	40
    & 50 Beaver Street	Balloon	34,583.45
    	Actual/360
	29	Barclays	The
    Storage Depot	IO-Balloon	33,947.92
    	Actual/360
	30	RREF	Silver
    Creek Apartments Portfolio	Balloon	30,803.90
    	Actual/360
	30.01	RREF	Silver
    Creek Apartments	 	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 	 
	31	RREF	Twelve
    Oaks RV Resort	Balloon	26,273.70
    	Actual/360
	32	KeyBank	Cape
    Coral and Dunedin	IO-Balloon	26,564.75
    	Actual/360
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 	 
	33	RREF	Advantage
    Self-Storage	Balloon	23,066.16
    	Actual/360
	34	KeyBank	StorQuest
    Self Storage - Honolulu	Interest
    Only	13,885.88
    	Actual/360
	35	KeyBank	Cool
    Creek Village	Interest
    Only	13,600.05
    	Actual/360
	36	KeyBank	Hogan
    Self Storage	IO-Balloon	20,955.57
    	Actual/360
	37	KeyBank	Laborers
    Union Building	IO-Balloon	20,660.98
    	Actual/360
	38	KeyBank	7-Eleven
    - 351 Bowery	Interest
    Only	13,345.31
    	Actual/360
	39	KeyBank	StorQuest
    Self Storage - Apache	Interest
    Only	10,571.48
    	Actual/360
	40	RREF	Ranch
    at Cooper River Apartments	Balloon	16,527.51
    	Actual/360
	41	KeyBank	StorQuest
    Self Storage - Tucson	Interest
    Only	9,120.78
    	Actual/360
	42	KeyBank	Combs
    Mini Storage	Balloon	14,603.96
    	Actual/360
	43	KeyBank	Brookside
    MHC	Balloon	16,151.96
    	Actual/360
	44	KeyBank	StorQuest
    Self Storage - Phoenix	Interest
    Only	8,345.15
    	Actual/360
	45	KeyBank	Hermann
    Oaks MHC	IO-Balloon	10,586.82
    	Actual/360
	46	KeyBank	Katy
    Village MHC	IO-Balloon	9,308.62
    	Actual/360




      


     


    

	Sequence
    #	Seller	Property
    Name	Amortization
    Type	Monthly
    Debt Service	Accrual
    Type
	47	RREF	Sharidon
    MHP	Balloon	7,218.92
    	Actual/360
	48	RREF	Dollar
    General-Becker, MN	ARD-Interest
    Only	3,723.91
    	Actual/360
	49	RREF	Dollar
    General-Kincheloe, MI	ARD-Interest
    Only	3,511.65
    	Actual/360




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Interest
    Rate (%)	Admin.
    Fee	Net
    Mortgage Interest Rate
	1	Barclays	Parkmerced	2.72457%	0.01463%	2.70994%
	2	Barclays	525
    Market Street	2.94950%	0.01463%	2.93487%
	3	SGFC	The
    Cove at Tiburon	3.75000%	0.01463%	3.73537%
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	3.71000%	0.02338%	3.68662%
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	3.81400%	0.02338%	3.79062%
	5.01	KeyBank	375
    Metropolitan Drive	 	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 	 
	5.07	KeyBank	220
    Commerce Road	 	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 	 
	5.14	KeyBank	3260
    Southport Road	 	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	3.45400%	0.01463%	3.43937%
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Interest
    Rate (%)	Admin.
    Fee	Net
    Mortgage Interest Rate
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	3.55800%	0.02338%	3.53462%
	7.01	KeyBank	SmartStop
    - Plant City	 	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 	 
	8	KeyBank	Acuity
    Portfolio	3.48000%	0.01588%	3.46412%
	8.01	KeyBank	201
    West 92nd Street	 	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 	 
	8.05	KeyBank	3489
    Broadway	 	 	 
	8.06	KeyBank	884
    West End Avenue	 	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Interest
    Rate (%)	Admin.
    Fee	Net
    Mortgage Interest Rate
	8.10	KeyBank	432
    East 88th Street	 	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 	 
	8.16	KeyBank	237
    1st Avenue	 	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 	 
	8.20	KeyBank	2
    West 125th Street	 	 	 
	8.21	KeyBank	61
    West 106th Street	 	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 	 
	8.27	KeyBank	240
    East 85th Street	 	 	 
	9	Barclays	F5
    Tower	3.69868%	0.01463%	3.68405%
	10	SGFC	The
    Arbors	3.63500%	0.01463%	3.62037%
	11	Natixis	Santa
    Monica Physician’s Center	3.15000%	0.01463%	3.13537%
	12	Natixis	725
    Fourth Avenue	3.82900%	0.01463%	3.81437%
	13	Barclays	650
    Madison Avenue	3.48600%	0.01463%	3.47137%
	14	Barclays	One
    Stockton	4.04000%	0.01588%	4.02412%
	15	RREF	Vernon
    Tower	4.07000%	0.01588%	4.05412%
	16	Barclays	One
    Bel Air	3.77000%	0.01463%	3.75537%
	17	SGFC	Meridian
    One Colorado	3.91000%	0.01463%	3.89537%
	18	KeyBank	Time
    Out MHC Portfolio	3.90000%	0.02338%	3.87662%
	18.01	KeyBank	Laiken
    Estates	 	 	 
	18.02	KeyBank	Alamac
    Village	 	 	 
	18.03	KeyBank	Pine
    Run	 	 	 
	18.04	KeyBank	Taylor
    Park	 	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 	 
	18.06	KeyBank	Abbott
    Park	 	 	 
	18.07	KeyBank	West
    Estates	 	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	3.97000%	0.01463%	3.95537%
	19.01	SGFC	505
    East 184th Street	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Interest
    Rate (%)	Admin.
    Fee	Net
    Mortgage Interest Rate
	19.02	SGFC	2334
    Washington Avenue	 	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 	 
	20	RREF	1st
    & Pine	4.13000%	0.01463%	4.11537%
	21	RREF	West
    Side Plaza	4.18000%	0.01463%	4.16537%
	22	KeyBank	Skyline
    MHC Portfolio	4.10000%	0.02338%	4.07662%
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 	 
	22.05	KeyBank	Sun
    City MHC	 	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 	 
	23	RREF	GDR
    Manassas	3.80000%	0.01463%	3.78537%
	24	RREF	DFW
    Retail Portfolio	4.20000%	0.01463%	4.18537%
	24.01	RREF	Keller
    Marketplace	 	 	 
	24.02	RREF	Grand
    Central Crossing	 	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 	 
	24.04	RREF	Kelly
    Plaza	 	 	 
	25	Natixis	Simply
    Space Self Storage Merced	3.59000%	0.01463%	3.57537%
	26	KeyBank	Kemper
    Pointe	3.70000%	0.02338%	3.67662%
	27	KeyBank	Extra
    Space Storage Phoenix	3.79000%	0.02338%	3.76662%
	28	KeyBank	40
    & 50 Beaver Street	3.88000%	0.02338%	3.85662%
	29	Barclays	The
    Storage Depot	4.50000%	0.01463%	4.48537%
	30	RREF	Silver
    Creek Apartments Portfolio	4.10000%	0.01463%	4.08537%
	30.01	RREF	Silver
    Creek Apartments	 	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 	 
	31	RREF	Twelve
    Oaks RV Resort	4.00500%	0.01463%	3.99037%
	32	KeyBank	Cape
    Coral and Dunedin	4.25000%	0.02338%	4.22662%
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 	 
	33	RREF	Advantage
    Self-Storage	4.32000%	0.01463%	4.30537%
	34	KeyBank	StorQuest
    Self Storage - Honolulu	3.62000%	0.02338%	3.59662%
	35	KeyBank	Cool
    Creek Village	3.65000%	0.02338%	3.62662%
	36	KeyBank	Hogan
    Self Storage	3.98000%	0.07338%	3.90662%
	37	KeyBank	Laborers
    Union Building	4.20000%	0.02338%	4.17662%
	38	KeyBank	7-Eleven
    - 351 Bowery	4.05000%	0.02338%	4.02662%
	39	KeyBank	StorQuest
    Self Storage - Apache	3.40000%	0.02338%	3.37662%
	40	RREF	Ranch
    at Cooper River Apartments	4.15000%	0.01463%	4.13537%
	41	KeyBank	StorQuest
    Self Storage - Tucson	3.40000%	0.02338%	3.37662%
	42	KeyBank	Combs
    Mini Storage	3.89000%	0.02338%	3.86662%
	43	KeyBank	Brookside
    MHC	5.25000%	0.02338%	5.22662%
	44	KeyBank	StorQuest
    Self Storage - Phoenix	3.40000%	0.02338%	3.37662%
	45	KeyBank	Hermann
    Oaks MHC	3.75000%	0.02338%	3.72662%
	46	KeyBank	Katy
    Village MHC	3.75000%	0.02338%	3.72662%




      


     


    

	Sequence
    #	Seller	Property
    Name	Interest
    Rate (%)	Admin.
    Fee	Net
    Mortgage Interest Rate
	47	RREF	Sharidon
    MHP	4.65000%	0.01463%	4.63537%
	48	RREF	Dollar
    General-Becker, MN	4.77000%	0.01463%	4.75537%
	49	RREF	Dollar
    General-Kincheloe, MI	4.75000%	0.01463%	4.73537%




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Payment
    Date	Maturity/ARD
    Date	Final
    Mat Date
	1	Barclays	Parkmerced	9	12/9/2024	12/9/2024
	2	Barclays	525
    Market Street	6	2/6/2030	2/6/2030
	3	SGFC	The
    Cove at Tiburon	8	3/8/2025	3/8/2025
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	1	3/1/2030	3/1/2030
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	1	3/1/2030	3/1/2030
	5.01	KeyBank	375
    Metropolitan Drive	 	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 	 
	5.07	KeyBank	220
    Commerce Road	 	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 	 
	5.14	KeyBank	3260
    Southport Road	 	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	1	03/01/2030	03/01/2030
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Payment
    Date	Maturity/ARD
    Date	Final
    Mat Date
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	1	2/1/2030	2/1/2030
	7.01	KeyBank	SmartStop
    - Plant City	 	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 	 
	8	KeyBank	Acuity
    Portfolio	10	3/10/2027	3/10/2027
	8.01	KeyBank	201
    West 92nd Street	 	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 	 
	8.05	KeyBank	3489
    Broadway	 	 	 
	8.06	KeyBank	884
    West End Avenue	 	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Payment
    Date	Maturity/ARD
    Date	Final
    Mat Date
	8.10	KeyBank	432
    East 88th Street	 	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 	 
	8.16	KeyBank	237
    1st Avenue	 	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 	 
	8.20	KeyBank	2
    West 125th Street	 	 	 
	8.21	KeyBank	61
    West 106th Street	 	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 	 
	8.27	KeyBank	240
    East 85th Street	 	 	 
	9	Barclays	F5
    Tower	6	1/6/2030	9/6/2033
	10	SGFC	The
    Arbors	6	02/06/2030	02/06/2030
	11	Natixis	Santa
    Monica Physician’s Center	5	4/5/2030	4/5/2030
	12	Natixis	725
    Fourth Avenue	6	1/6/2030	1/6/2030
	13	Barclays	650
    Madison Avenue	8	12/8/2029	12/8/2029
	14	Barclays	One
    Stockton	6	12/6/2029	12/6/2029
	15	RREF	Vernon
    Tower	6	12/6/2029	12/6/2029
	16	Barclays	One
    Bel Air	6	2/6/2030	2/6/2030
	17	SGFC	Meridian
    One Colorado	1	01/01/2030	01/01/2030
	18	KeyBank	Time
    Out MHC Portfolio	1	4/1/2030	4/1/2030
	18.01	KeyBank	Laiken
    Estates	 	 	 
	18.02	KeyBank	Alamac
    Village	 	 	 
	18.03	KeyBank	Pine
    Run	 	 	 
	18.04	KeyBank	Taylor
    Park	 	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 	 
	18.06	KeyBank	Abbott
    Park	 	 	 
	18.07	KeyBank	West
    Estates	 	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	1	04/01/2030	04/01/2030
	19.01	SGFC	505
    East 184th Street	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Payment
    Date	Maturity/ARD
    Date	Final
    Mat Date
	19.02	SGFC	2334
    Washington Avenue	 	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 	 
	20	RREF	1st
    & Pine	6	3/6/2030	3/6/2030
	21	RREF	West
    Side Plaza	6	2/6/2030	2/6/2030
	22	KeyBank	Skyline
    MHC Portfolio	1	1/1/2030	1/1/2030
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 	 
	22.05	KeyBank	Sun
    City MHC	 	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 	 
	23	RREF	GDR
    Manassas	6	3/6/2030	3/6/2030
	24	RREF	DFW
    Retail Portfolio	6	1/6/2030	1/6/2030
	24.01	RREF	Keller
    Marketplace	 	 	 
	24.02	RREF	Grand
    Central Crossing	 	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 	 
	24.04	RREF	Kelly
    Plaza	 	 	 
	25	Natixis	Simply
    Space Self Storage Merced	5	2/5/2030	2/5/2030
	26	KeyBank	Kemper
    Pointe	1	4/1/2030	4/1/2030
	27	KeyBank	Extra
    Space Storage Phoenix	1	1/1/2030	1/1/2030
	28	KeyBank	40
    & 50 Beaver Street	1	2/1/2030	2/1/2030
	29	Barclays	The
    Storage Depot	6	3/6/2025	3/6/2025
	30	RREF	Silver
    Creek Apartments Portfolio	6	3/6/2030	3/6/2030
	30.01	RREF	Silver
    Creek Apartments	 	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 	 
	31	RREF	Twelve
    Oaks RV Resort	6	2/6/2030	2/6/2030
	32	KeyBank	Cape
    Coral and Dunedin	1	3/1/2030	3/1/2030
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 	 
	33	RREF	Advantage
    Self-Storage	6	2/6/2030	2/6/2030
	34	KeyBank	StorQuest
    Self Storage - Honolulu	1	2/1/2030	2/1/2030
	35	KeyBank	Cool
    Creek Village	1	3/1/2030	3/1/2030
	36	KeyBank	Hogan
    Self Storage	1	3/1/2030	3/1/2030
	37	KeyBank	Laborers
    Union Building	1	1/1/2030	1/1/2030
	38	KeyBank	7-Eleven
    - 351 Bowery	1	2/1/2030	2/1/2030
	39	KeyBank	StorQuest
    Self Storage - Apache	1	2/1/2030	2/1/2030
	40	RREF	Ranch
    at Cooper River Apartments	6	2/6/2030	2/6/2030
	41	KeyBank	StorQuest
    Self Storage - Tucson	1	2/1/2030	2/1/2030
	42	KeyBank	Combs
    Mini Storage	1	3/1/2030	3/1/2030
	43	KeyBank	Brookside
    MHC	1	4/1/2025	4/1/2025
	44	KeyBank	StorQuest
    Self Storage - Phoenix	1	2/1/2030	2/1/2030
	45	KeyBank	Hermann
    Oaks MHC	1	3/1/2030	3/1/2030
	46	KeyBank	Katy
    Village MHC	1	3/1/2030	3/1/2030




      


     


    

	Sequence
    #	Seller	Property
    Name	Payment
    Date	Maturity/ARD
    Date	Final
    Mat Date
	47	RREF	Sharidon
    MHP	6	2/6/2030	2/6/2030
	48	RREF	Dollar
    General-Becker, MN	6	3/6/2030	9/6/2034
	49	RREF	Dollar
    General-Kincheloe, MI	6	3/6/2030	9/6/2034




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	ARD
    Step Up (%)	Term	Rem.
    Term
	1	Barclays	Parkmerced	 	60	54
	2	Barclays	525
    Market Street	 	120	116
	3	SGFC	The
    Cove at Tiburon	 	60	57
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	 	120	117
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	 	120	117
	5.01	KeyBank	375
    Metropolitan Drive	 	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 	 
	5.07	KeyBank	220
    Commerce Road	 	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 	 
	5.14	KeyBank	3260
    Southport Road	 	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	 	120	117
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	ARD
    Step Up (%)	Term	Rem.
    Term
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	 	120	116
	7.01	KeyBank	SmartStop
    - Plant City	 	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 	 
	8	KeyBank	Acuity
    Portfolio	 	84	81
	8.01	KeyBank	201
    West 92nd Street	 	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 	 
	8.05	KeyBank	3489
    Broadway	 	 	 
	8.06	KeyBank	884
    West End Avenue	 	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	ARD
    Step Up (%)	Term	Rem.
    Term
	8.10	KeyBank	432
    East 88th Street	 	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 	 
	8.16	KeyBank	237
    1st Avenue	 	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 	 
	8.20	KeyBank	2
    West 125th Street	 	 	 
	8.21	KeyBank	61
    West 106th Street	 	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 	 
	8.27	KeyBank	240
    East 85th Street	 	 	 
	9	Barclays	F5
    Tower	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	115
	10	SGFC	The
    Arbors	 	120	116
	11	Natixis	Santa
    Monica Physician’s Center	 	120	118
	12	Natixis	725
    Fourth Avenue	 	120	115
	13	Barclays	650
    Madison Avenue	 	120	114
	14	Barclays	One
    Stockton	 	120	114
	15	RREF	Vernon
    Tower	 	120	114
	16	Barclays	One
    Bel Air	 	120	116
	17	SGFC	Meridian
    One Colorado	 	120	115
	18	KeyBank	Time
    Out MHC Portfolio	 	120	118
	18.01	KeyBank	Laiken
    Estates	 	 	 
	18.02	KeyBank	Alamac
    Village	 	 	 
	18.03	KeyBank	Pine
    Run	 	 	 
	18.04	KeyBank	Taylor
    Park	 	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 	 
	18.06	KeyBank	Abbott
    Park	 	 	 
	18.07	KeyBank	West
    Estates	 	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	 	120	118
	19.01	SGFC	505
    East 184th Street	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	ARD
    Step Up (%)	Term	Rem.
    Term
	19.02	SGFC	2334
    Washington Avenue	 	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 	 
	20	RREF	1st
    & Pine	 	120	117
	21	RREF	West
    Side Plaza	 	120	116
	22	KeyBank	Skyline
    MHC Portfolio	 	120	115
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 	 
	22.05	KeyBank	Sun
    City MHC	 	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 	 
	23	RREF	GDR
    Manassas	 	120	117
	24	RREF	DFW
    Retail Portfolio	 	120	115
	24.01	RREF	Keller
    Marketplace	 	 	 
	24.02	RREF	Grand
    Central Crossing	 	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 	 
	24.04	RREF	Kelly
    Plaza	 	 	 
	25	Natixis	Simply
    Space Self Storage Merced	 	120	116
	26	KeyBank	Kemper
    Pointe	 	120	118
	27	KeyBank	Extra
    Space Storage Phoenix	 	120	115
	28	KeyBank	40
    & 50 Beaver Street	 	120	116
	29	Barclays	The
    Storage Depot	 	60	57
	30	RREF	Silver
    Creek Apartments Portfolio	 	120	117
	30.01	RREF	Silver
    Creek Apartments	 	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 	 
	31	RREF	Twelve
    Oaks RV Resort	 	120	116
	32	KeyBank	Cape
    Coral and Dunedin	 	120	117
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 	 
	33	RREF	Advantage
    Self-Storage	 	120	116
	34	KeyBank	StorQuest
    Self Storage - Honolulu	 	120	116
	35	KeyBank	Cool
    Creek Village	 	120	117
	36	KeyBank	Hogan
    Self Storage	 	120	117
	37	KeyBank	Laborers
    Union Building	 	120	115
	38	KeyBank	7-Eleven
    - 351 Bowery	 	120	116
	39	KeyBank	StorQuest
    Self Storage - Apache	 	120	116
	40	RREF	Ranch
    at Cooper River Apartments	 	120	116
	41	KeyBank	StorQuest
    Self Storage - Tucson	 	120	116
	42	KeyBank	Combs
    Mini Storage	 	120	117
	43	KeyBank	Brookside
    MHC	 	60	58
	44	KeyBank	StorQuest
    Self Storage - Phoenix	 	120	116
	45	KeyBank	Hermann
    Oaks MHC	 	120	117
	46	KeyBank	Katy
    Village MHC	 	120	117




      


     


    

	Sequence
    #	Seller	Property
    Name	ARD
    Step Up (%)	Term	Rem.
    Term
	47	RREF	Sharidon
    MHP	 	120	116
	48	RREF	Dollar
    General-Becker, MN	8.7700%	120	117
	49	RREF	Dollar
    General-Kincheloe, MI	8.7500%	120	117




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Amort.
    Term	Rem.
    Amort.	Crossed
    Loan
	1	Barclays	Parkmerced	0	0	No
	2	Barclays	525
    Market Street	0	0	No
	3	SGFC	The
    Cove at Tiburon	0	0	No
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	360	360	No
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	360	360	No
	5.01	KeyBank	375
    Metropolitan Drive	 	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 	 
	5.07	KeyBank	220
    Commerce Road	 	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 	 
	5.14	KeyBank	3260
    Southport Road	 	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	0	0	No
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Amort.
    Term	Rem.
    Amort.	Crossed
    Loan
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	0	0	No
	7.01	KeyBank	SmartStop
    - Plant City	 	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 	 
	8	KeyBank	Acuity
    Portfolio	0	0	No
	8.01	KeyBank	201
    West 92nd Street	 	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 	 
	8.05	KeyBank	3489
    Broadway	 	 	 
	8.06	KeyBank	884
    West End Avenue	 	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Amort.
    Term	Rem.
    Amort.	Crossed
    Loan
	8.10	KeyBank	432
    East 88th Street	 	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 	 
	8.16	KeyBank	237
    1st Avenue	 	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 	 
	8.20	KeyBank	2
    West 125th Street	 	 	 
	8.21	KeyBank	61
    West 106th Street	 	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 	 
	8.27	KeyBank	240
    East 85th Street	 	 	 
	9	Barclays	F5
    Tower	0	0	No
	10	SGFC	The
    Arbors	360	356	No
	11	Natixis	Santa
    Monica Physician’s Center	0	0	No
	12	Natixis	725
    Fourth Avenue	360	360	No
	13	Barclays	650
    Madison Avenue	0	0	No
	14	Barclays	One
    Stockton	0	0	No
	15	RREF	Vernon
    Tower	0	0	No
	16	Barclays	One
    Bel Air	0	0	No
	17	SGFC	Meridian
    One Colorado	360	360	No
	18	KeyBank	Time
    Out MHC Portfolio	360	358	No
	18.01	KeyBank	Laiken
    Estates	 	 	 
	18.02	KeyBank	Alamac
    Village	 	 	 
	18.03	KeyBank	Pine
    Run	 	 	 
	18.04	KeyBank	Taylor
    Park	 	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 	 
	18.06	KeyBank	Abbott
    Park	 	 	 
	18.07	KeyBank	West
    Estates	 	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	0	0	No
	19.01	SGFC	505
    East 184th Street	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Amort.
    Term	Rem.
    Amort.	Crossed
    Loan
	19.02	SGFC	2334
    Washington Avenue	 	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 	 
	20	RREF	1st
    & Pine	0	0	No
	21	RREF	West
    Side Plaza	360	356	No
	22	KeyBank	Skyline
    MHC Portfolio	0	0	No
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 	 
	22.05	KeyBank	Sun
    City MHC	 	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 	 
	23	RREF	GDR
    Manassas	300	297	No
	24	RREF	DFW
    Retail Portfolio	360	360	No
	24.01	RREF	Keller
    Marketplace	 	 	 
	24.02	RREF	Grand
    Central Crossing	 	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 	 
	24.04	RREF	Kelly
    Plaza	 	 	 
	25	Natixis	Simply
    Space Self Storage Merced	0	0	No
	26	KeyBank	Kemper
    Pointe	360	360	No
	27	KeyBank	Extra
    Space Storage Phoenix	0	0	No
	28	KeyBank	40
    & 50 Beaver Street	360	356	No
	29	Barclays	The
    Storage Depot	360	360	No
	30	RREF	Silver
    Creek Apartments Portfolio	360	357	No
	30.01	RREF	Silver
    Creek Apartments	 	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 	 
	31	RREF	Twelve
    Oaks RV Resort	360	356	No
	32	KeyBank	Cape
    Coral and Dunedin	360	360	No
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 	 
	33	RREF	Advantage
    Self-Storage	360	356	No
	34	KeyBank	StorQuest
    Self Storage - Honolulu	0	0	No
	35	KeyBank	Cool
    Creek Village	0	0	No
	36	KeyBank	Hogan
    Self Storage	360	360	No
	37	KeyBank	Laborers
    Union Building	360	360	No
	38	KeyBank	7-Eleven
    - 351 Bowery	0	0	No
	39	KeyBank	StorQuest
    Self Storage - Apache	0	0	No
	40	RREF	Ranch
    at Cooper River Apartments	360	356	No
	41	KeyBank	StorQuest
    Self Storage - Tucson	0	0	No
	42	KeyBank	Combs
    Mini Storage	360	357	No
	43	KeyBank	Brookside
    MHC	360	358	No
	44	KeyBank	StorQuest
    Self Storage - Phoenix	0	0	No
	45	KeyBank	Hermann
    Oaks MHC	360	360	No
	46	KeyBank	Katy
    Village MHC	360	360	No




      


     


    

	Sequence
    #	Seller	Property
    Name	Amort.
    Term	Rem.
    Amort.	Crossed
    Loan
	47	RREF	Sharidon
    MHP	360	356	No
	48	RREF	Dollar
    General-Becker, MN	0	0	No
	49	RREF	Dollar
    General-Kincheloe, MI	0	0	No




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Original
    String	Title
    Type
	1	Barclays	Parkmerced	YM(57),O(3)	Fee
	2	Barclays	525
    Market Street	L(24),Grtr1%orYM(4),DeforGrtr1%orYM(85),O(7)	Fee
	3	SGFC	The
    Cove at Tiburon	L(27),Def(30),O(3)	Fee
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	L(25),Grtr1%orYM(92),O(3)	Fee
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	Fee
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	Fee
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	Fee
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	Fee
	4.05	KeyBank	Simply
    Self Storage - Novi	 	Fee
	4.06	KeyBank	Simply
    Self Storage - Westland	 	Fee
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	Fee
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	Fee
	4.09	KeyBank	Simply
    Self Storage - State Street	 	Fee
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	Fee
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	Fee
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	Fee
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	L(27),Def(87),O(6)	Fee
	5.01	KeyBank	375
    Metropolitan Drive	 	Fee
	5.02	KeyBank	10700
    Farrow Road	 	Fee
	5.03	KeyBank	2500
    Saint Matthews Road	 	Fee
	5.04	KeyBank	625
    South Old Piedmont Highway	 	Fee
	5.05	KeyBank	1020
    Idlewild Boulevard	 	Fee
	5.06	KeyBank	1235
    Commerce Drive	 	Fee
	5.07	KeyBank	220
    Commerce Road	 	Fee
	5.08	KeyBank	1001-1005
    Technology Drive	 	Fee
	5.09	KeyBank	209
    Flintlake Road	 	Fee
	5.10	KeyBank	2050
    American Italian Way	 	Fee
	5.11	KeyBank	546
    L & C Distribution Parkway	 	Fee
	5.12	KeyBank	1255
    Commerce Drive	 	Fee
	5.13	KeyBank	3430
    Platt Springs Road	 	Fee
	5.14	KeyBank	3260
    Southport Road	 	Fee
	5.15	KeyBank	251
    Corporate Park Boulevard	 	Fee
	5.16	KeyBank	1025
    Technology Drive	 	Fee
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	L(27),Def(90),O(3)	Fee
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	Fee
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	Fee
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	Fee
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	Fee
	6.05	SGFC	Walgreens
    - Midland, MI	 	Fee
	6.06	SGFC	Walgreens
    - Racine, WI	 	Fee
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	Fee
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	Fee




      


     


    

	Sequence
    #	Seller	Property
    Name	Original
    String	Title
    Type
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	Fee
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	Fee
	6.11	SGFC	Walgreens
    - Delafield, WI	 	Fee
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	Fee
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	Fee
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	Fee
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	Fee
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	Fee
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	Fee
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	Fee
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	Fee
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	Fee
	6.21	SGFC	Dollar
    General - Asheville, NC	 	Fee
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	Fee
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	Fee
	6.24	SGFC	Dollar
    General - Goshen, IN	 	Fee
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	Fee
	6.26	SGFC	Dollar
    General - Jackson, MI	 	Fee
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	Fee
	7	KeyBank	SSTIV
    Self Storage Portfolio	L(28),Def(88),O(4)	Fee
	7.01	KeyBank	SmartStop
    - Plant City	 	Fee
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	Fee
	7.03	KeyBank	SmartStop
    - Puyallup	 	Fee
	7.04	KeyBank	SmartStop
    - Las Vegas	 	Fee
	7.05	KeyBank	SmartStop
    - Texas City	 	Fee
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	Fee
	7.07	KeyBank	SmartStop
    - Riverside	 	Fee
	8	KeyBank	Acuity
    Portfolio	L(27),Def(51),O(6)	Fee
	8.01	KeyBank	201
    West 92nd Street	 	Fee
	8.02	KeyBank	200
    West 93rd Street	 	Fee
	8.03	KeyBank	780
    Riverside Drive	 	Fee
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	Fee
	8.05	KeyBank	3489
    Broadway	 	Fee
	8.06	KeyBank	884
    West End Avenue	 	Fee
	8.07	KeyBank	529-537
    East 81st Street	 	Fee
	8.08	KeyBank	730
    Riverside Drive	 	Fee
	8.09	KeyBank	1843
    1st Avenue	 	Fee




      


     


    

	Sequence
    #	Seller	Property
    Name	Original
    String	Title
    Type
	8.10	KeyBank	432
    East 88th Street	 	Fee
	8.11	KeyBank	440
    Audubon Avenue	 	Fee
	8.12	KeyBank	66-70
    West 109th Street	 	Fee
	8.13	KeyBank	470
    West 23rd Street	 	Fee
	8.14	KeyBank	136
    & 144 West 111th Street	 	Fee
	8.15	KeyBank	140
    & 148 West 111th Street	 	Fee
	8.16	KeyBank	237
    1st Avenue	 	Fee
	8.17	KeyBank	589
    Riverside Drive	 	Fee
	8.18	KeyBank	132-134
    West 109th Street	 	Fee
	8.19	KeyBank	480
    Humboldt Street	 	Fee
	8.20	KeyBank	2
    West 125th Street	 	Fee
	8.21	KeyBank	61
    West 106th Street	 	Fee
	8.22	KeyBank	1741
    1st Avenue	 	Fee
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	Fee
	8.24	KeyBank	2330
    7th Avenue	 	Fee
	8.25	KeyBank	132
    Sherman Avenue	 	Fee
	8.26	KeyBank	245
    Flatbush Avenue	 	Fee
	8.27	KeyBank	240
    East 85th Street	 	Fee
	9	Barclays	F5
    Tower	L(24),Grtr1%orYM(5),DeforGrtr1%orYM(84),O(7)	Fee
	10	SGFC	The
    Arbors	L(28),Def(88),O(4)	Fee
	11	Natixis	Santa
    Monica Physician’s Center	L(26),Def(89),O(5)	Fee
	12	Natixis	725
    Fourth Avenue	L(29),Def(87),O(4)	Fee
	13	Barclays	650
    Madison Avenue	L(30),Def(83),O(7)	Fee
	14	Barclays	One
    Stockton	L(30),Def(86),O(4)	Fee
	15	RREF	Vernon
    Tower	L(30),Def(86),O(4)	Fee
    
	16	Barclays	One
    Bel Air	L(25),Grtr1%orYM(3),DeforGrtr1%orYM(87),O(5)	Fee
	17	SGFC	Meridian
    One Colorado	L(29),Def(87),O(4)	Fee
	18	KeyBank	Time
    Out MHC Portfolio	L(26),Def(91),O(3)	Fee
	18.01	KeyBank	Laiken
    Estates	 	Fee
	18.02	KeyBank	Alamac
    Village	 	Fee
	18.03	KeyBank	Pine
    Run	 	Fee
	18.04	KeyBank	Taylor
    Park	 	Fee
	18.05	KeyBank	Wysteria
    Estates	 	Fee
	18.06	KeyBank	Abbott
    Park	 	Fee
	18.07	KeyBank	West
    Estates	 	Fee
	19	SGFC	Bronx
    Multifamily Portfolio	L(26),Def(90),O(4)	Fee
	19.01	SGFC	505
    East 184th Street	 	Fee




      


     


    

	Sequence
    #	Seller	Property
    Name	Original
    String	Title
    Type
	19.02	SGFC	2334
    Washington Avenue	 	Fee
	19.03	SGFC	2607
    Jerome Avenue	 	Fee
	19.04	SGFC	2268
    Washington Avenue	 	Fee
	20	RREF	1st
    & Pine	L(27),Grtr1%orYM(89),O(4)	Fee
	21	RREF	West
    Side Plaza	L(28),Def(88),O(4)	Fee
	22	KeyBank	Skyline
    MHC Portfolio	L(29),Def(88),O(3)	Fee
	22.01	KeyBank	Desert
    Shores Estates MHC	 	Fee
	22.02	KeyBank	Noblesse
    Oblige Estates	 	Fee
	22.03	KeyBank	Desert
    Haven MHC	 	Fee
	22.04	KeyBank	Oak
    Meadows MHC	 	Fee
	22.05	KeyBank	Sun
    City MHC	 	Fee
	22.06	KeyBank	Carla
    Ridge Estates	 	Fee
	23	RREF	GDR
    Manassas	L(27),Def(89),O(4)	Fee
	24	RREF	DFW
    Retail Portfolio	L(29),Def(87),O(4)	Fee
	24.01	RREF	Keller
    Marketplace	 	Fee
    
	24.02	RREF	Grand
    Central Crossing	 	Fee
    
	24.03	RREF	Summer
    Creek Plaza	 	Fee
	24.04	RREF	Kelly
    Plaza	 	Fee
	25	Natixis	Simply
    Space Self Storage Merced	L(28),Def(88),O(4)	Fee
	26	KeyBank	Kemper
    Pointe	L(25),Grtr1%orYM(92),O(3)	Fee
	27	KeyBank	Extra
    Space Storage Phoenix	L(25),Grtr1%orYM(92),O(3)	Fee
	28	KeyBank	40
    & 50 Beaver Street	L(25),Grtr1%orYM(92),O(3)	Fee
	29	Barclays	The
    Storage Depot	L(27),Def(29),O(4)	Fee
	30	RREF	Silver
    Creek Apartments Portfolio	L(27),Def(89),O(4)	Fee
	30.01	RREF	Silver
    Creek Apartments	 	Fee
	30.02	RREF	Cardinal
    Creek Apartments	 	Fee
	31	RREF	Twelve
    Oaks RV Resort	L(28),Def(89),O(3)	Fee
	32	KeyBank	Cape
    Coral and Dunedin	L(27),Def(87),O(6)	Fee
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	Fee
	32.02	KeyBank	625
    Del Prado Boulevard	 	Fee
	32.03	KeyBank	665
    Del Prado Boulevard	 	Fee
	33	RREF	Advantage
    Self-Storage	L(28),Def(88),O(4)	Fee
	34	KeyBank	StorQuest
    Self Storage - Honolulu	L(25),Grtr1%orYM(90),O(5)	Fee
	35	KeyBank	Cool
    Creek Village	L(27),Def(90),O(3)	Fee
	36	KeyBank	Hogan
    Self Storage	L(27),Def(90),O(3)	Fee
	37	KeyBank	Laborers
    Union Building	L(25),Grtr1%orYM(92),O(3)	Fee
	38	KeyBank	7-Eleven
    - 351 Bowery	L(28),Def(89),O(3)	Fee
	39	KeyBank	StorQuest
    Self Storage - Apache	L(25),Grtr1%orYM(90),O(5)	Fee
	40	RREF	Ranch
    at Cooper River Apartments	L(28),Def(88),O(4)	Fee
    
	41	KeyBank	StorQuest
    Self Storage - Tucson	L(25),Grtr1%orYM(90),O(5)	Fee
	42	KeyBank	Combs
    Mini Storage	L(27),Def(90),O(3)	Fee
	43	KeyBank	Brookside
    MHC	L(26),Def(31),O(3)	Fee
	44	KeyBank	StorQuest
    Self Storage - Phoenix	L(25),Grtr1%orYM(90),O(5)	Fee
	45	KeyBank	Hermann
    Oaks MHC	L(27),Def(90),O(3)	Fee
	46	KeyBank	Katy
    Village MHC	L(27),Def(90),O(3)	Fee




      


     


    

	Sequence
    #	Seller	Property
    Name	Original
    String	Title
    Type
	47	RREF	Sharidon
    MHP	L(28),Def(88),O(4)	Fee
	48	RREF	Dollar
    General-Becker, MN	YM(27),DeforYM(86),O(7)
    	Fee
    
	49	RREF	Dollar
    General-Kincheloe, MI	YM(27),DeforYM(86),O(7)
    	Fee




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Grace
    Period (Late Payment)	Upfront
    Eng. Reserve	Upfront
    RE Tax Reserve
	1	Barclays	Parkmerced	0	108,207
    	795,083
    
	2	Barclays	525
    Market Street	10
    (Once per calendar year)	0
    	0
    
	3	SGFC	The
    Cove at Tiburon	0	18,750
    	169,572
    
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	0	0
    	0
    
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	0	218,098
    	335,546
    
	5.01	KeyBank	375
    Metropolitan Drive	 	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 	 
	5.07	KeyBank	220
    Commerce Road	 	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 	 
	5.14	KeyBank	3260
    Southport Road	 	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	0	376,947
    	532,327
    
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Grace
    Period (Late Payment)	Upfront
    Eng. Reserve	Upfront
    RE Tax Reserve
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	0	61,580
    	122,015
    
	7.01	KeyBank	SmartStop
    - Plant City	 	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 	 
	8	KeyBank	Acuity
    Portfolio	0	593,442
    	1,963,800
    
	8.01	KeyBank	201
    West 92nd Street	 	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 	 
	8.05	KeyBank	3489
    Broadway	 	 	 
	8.06	KeyBank	884
    West End Avenue	 	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Grace
    Period (Late Payment)	Upfront
    Eng. Reserve	Upfront
    RE Tax Reserve
	8.10	KeyBank	432
    East 88th Street	 	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 	 
	8.16	KeyBank	237
    1st Avenue	 	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 	 
	8.20	KeyBank	2
    West 125th Street	 	 	 
	8.21	KeyBank	61
    West 106th Street	 	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 	 
	8.27	KeyBank	240
    East 85th Street	 	 	 
	9	Barclays	F5
    Tower	0	0
    	644,935
    
	10	SGFC	The
    Arbors	0	0
    	0
	11	Natixis	Santa
    Monica Physician’s Center	0	0
    	42,086
    
	12	Natixis	725
    Fourth Avenue	0	14,375
    	74,052
    
	13	Barclays	650
    Madison Avenue	3	0
    	0
    
	14	Barclays	One
    Stockton	0	0
    	166,351
    
	15	RREF	Vernon
    Tower	0	0
    	2,858
    
	16	Barclays	One
    Bel Air	0	0
    	11,207
    
	17	SGFC	Meridian
    One Colorado	5	0
    	363,808
    
	18	KeyBank	Time
    Out MHC Portfolio	0	0
    	13,779
    
	18.01	KeyBank	Laiken
    Estates	 	 	 
	18.02	KeyBank	Alamac
    Village	 	 	 
	18.03	KeyBank	Pine
    Run	 	 	 
	18.04	KeyBank	Taylor
    Park	 	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 	 
	18.06	KeyBank	Abbott
    Park	 	 	 
	18.07	KeyBank	West
    Estates	 	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	0	107,530
    	86,314
    
	19.01	SGFC	505
    East 184th Street	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Grace
    Period (Late Payment)	Upfront
    Eng. Reserve	Upfront
    RE Tax Reserve
	19.02	SGFC	2334
    Washington Avenue	 	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 	 
	20	RREF	1st
    & Pine	0	0
    	72,721
    
	21	RREF	West
    Side Plaza	0	32,123
    	76,245
    
	22	KeyBank	Skyline
    MHC Portfolio	0	54,906
    	22,562
    
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 	 
	22.05	KeyBank	Sun
    City MHC	 	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 	 
	23	RREF	GDR
    Manassas	0	0
    	67,980
    
	24	RREF	DFW
    Retail Portfolio	0	0
    	51,138
    
	24.01	RREF	Keller
    Marketplace	 	 	 
	24.02	RREF	Grand
    Central Crossing	 	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 	 
	24.04	RREF	Kelly
    Plaza	 	 	 
	25	Natixis	Simply
    Space Self Storage Merced	0	1,875
    	8,787
    
	26	KeyBank	Kemper
    Pointe	0	219,375
    	109,455
    
	27	KeyBank	Extra
    Space Storage Phoenix	0	0
    	25,642
    
	28	KeyBank	40
    & 50 Beaver Street	0	27,500
    	56,214
    
	29	Barclays	The
    Storage Depot	0	3,750
    	37,343
    
	30	RREF	Silver
    Creek Apartments Portfolio	0	3,600
    	40,753
    
	30.01	RREF	Silver
    Creek Apartments	 	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 	 
	31	RREF	Twelve
    Oaks RV Resort	0	4,380
    	5,615
    
	32	KeyBank	Cape
    Coral and Dunedin	0	0
    	17,164
    
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 	 
	33	RREF	Advantage
    Self-Storage	0	1,875
    	14,164
    
	34	KeyBank	StorQuest
    Self Storage - Honolulu	0	0
    	3,961
    
	35	KeyBank	Cool
    Creek Village	0	0
    	65,916
    
	36	KeyBank	Hogan
    Self Storage	0	0
    	19,292
    
	37	KeyBank	Laborers
    Union Building	0	0
    	19,192
    
	38	KeyBank	7-Eleven
    - 351 Bowery	0	0
    	31,555
    
	39	KeyBank	StorQuest
    Self Storage - Apache	0	0
    	13,513
    
	40	RREF	Ranch
    at Cooper River Apartments	0	9,587
    	15,867
    
	41	KeyBank	StorQuest
    Self Storage - Tucson	0	0
    	22,129
    
	42	KeyBank	Combs
    Mini Storage	0	0
    	9,064
    
	43	KeyBank	Brookside
    MHC	0	44,375
    	16,820
    
	44	KeyBank	StorQuest
    Self Storage - Phoenix	0	0
    	11,911
    
	45	KeyBank	Hermann
    Oaks MHC	0	0
    	1,392
    
	46	KeyBank	Katy
    Village MHC	0	0
    	3,188
    




      


     


    

	Sequence
    #	Seller	Property
    Name	Grace
    Period (Late Payment)	Upfront
    Eng. Reserve	Upfront
    RE Tax Reserve
	47	RREF	Sharidon
    MHP	0	0
    	5,202
    
	48	RREF	Dollar
    General-Becker, MN	0	0
    	4,000
    
	49	RREF	Dollar
    General-Kincheloe, MI	0	0
    	4,000
    




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Monthly
    RE Tax Reserve	RE
    Tax Escrow Cash or LOC
	1	Barclays	Parkmerced	795,083
    	Cash
	2	Barclays	525
    Market Street	Springing	 
	3	SGFC	The
    Cove at Tiburon	169,572
    	Cash
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	Springing	 
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	111,849
    	Cash
	5.01	KeyBank	375
    Metropolitan Drive	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 
	5.07	KeyBank	220
    Commerce Road	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 
	5.14	KeyBank	3260
    Southport Road	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	Springing	Cash
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Monthly
    RE Tax Reserve	RE
    Tax Escrow Cash or LOC
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	44,203
    	Cash
	7.01	KeyBank	SmartStop
    - Plant City	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 
	8	KeyBank	Acuity
    Portfolio	654,600
    	Cash
	8.01	KeyBank	201
    West 92nd Street	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 
	8.05	KeyBank	3489
    Broadway	 	 
	8.06	KeyBank	884
    West End Avenue	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Monthly
    RE Tax Reserve	RE
    Tax Escrow Cash or LOC
	8.10	KeyBank	432
    East 88th Street	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 
	8.16	KeyBank	237
    1st Avenue	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 
	8.20	KeyBank	2
    West 125th Street	 	 
	8.21	KeyBank	61
    West 106th Street	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 
	8.27	KeyBank	240
    East 85th Street	 	 
	9	Barclays	F5
    Tower	214,978
    	Cash
	10	SGFC	The
    Arbors	30,877
    	Cash
	11	Natixis	Santa
    Monica Physician’s Center	21,043
    	Cash
	12	Natixis	725
    Fourth Avenue	74,052
    	Cash
	13	Barclays	650
    Madison Avenue	Springing	 
	14	Barclays	One
    Stockton	55,450
    	Cash
	15	RREF	Vernon
    Tower	2,858
    	Cash
	16	Barclays	One
    Bel Air	11,207
    	Cash
	17	SGFC	Meridian
    One Colorado	51,973
    	Cash
	18	KeyBank	Time
    Out MHC Portfolio	3,445
    	Cash
	18.01	KeyBank	Laiken
    Estates	 	 
	18.02	KeyBank	Alamac
    Village	 	 
	18.03	KeyBank	Pine
    Run	 	 
	18.04	KeyBank	Taylor
    Park	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 
	18.06	KeyBank	Abbott
    Park	 	 
	18.07	KeyBank	West
    Estates	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	21,578
    	Cash
	19.01	SGFC	505
    East 184th Street	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Monthly
    RE Tax Reserve	RE
    Tax Escrow Cash or LOC
	19.02	SGFC	2334
    Washington Avenue	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 
	20	RREF	1st
    & Pine	10,389
    	Cash
	21	RREF	West
    Side Plaza	25,415
    	Cash
	22	KeyBank	Skyline
    MHC Portfolio	7,521
    	Cash
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 
	22.05	KeyBank	Sun
    City MHC	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 
	23	RREF	GDR
    Manassas	11,330
    	Cash
	24	RREF	DFW
    Retail Portfolio	17,046
    	Cash
	24.01	RREF	Keller
    Marketplace	 	 
	24.02	RREF	Grand
    Central Crossing	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 
	24.04	RREF	Kelly
    Plaza	 	 
	25	Natixis	Simply
    Space Self Storage Merced	4,393
    	Cash
	26	KeyBank	Kemper
    Pointe	21,891
    	Cash
	27	KeyBank	Extra
    Space Storage Phoenix	8,547
    	Cash
	28	KeyBank	40
    & 50 Beaver Street	21,645
    	Cash
	29	Barclays	The
    Storage Depot	4,668
    	Cash
	30	RREF	Silver
    Creek Apartments Portfolio	8,151
    	Cash
	30.01	RREF	Silver
    Creek Apartments	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 
	31	RREF	Twelve
    Oaks RV Resort	2,807
    	Cash
	32	KeyBank	Cape
    Coral and Dunedin	3,433
    	Cash
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 
	33	RREF	Advantage
    Self-Storage	3,541
    	Cash
	34	KeyBank	StorQuest
    Self Storage - Honolulu	3,961
    	Cash
	35	KeyBank	Cool
    Creek Village	13,183
    	Cash
	36	KeyBank	Hogan
    Self Storage	9,515
    	Cash
	37	KeyBank	Laborers
    Union Building	3,199
    	Cash
	38	KeyBank	7-Eleven
    - 351 Bowery	6,311
    	Cash
	39	KeyBank	StorQuest
    Self Storage - Apache	3,378
    	Cash
	40	RREF	Ranch
    at Cooper River Apartments	5,289
    	Cash
	41	KeyBank	StorQuest
    Self Storage - Tucson	5,532
    	Cash
	42	KeyBank	Combs
    Mini Storage	3,021
    	Cash
	43	KeyBank	Brookside
    MHC	3,558
    	Cash
	44	KeyBank	StorQuest
    Self Storage - Phoenix	2,978
    	Cash
	45	KeyBank	Hermann
    Oaks MHC	696
    	Cash
	46	KeyBank	Katy
    Village MHC	1,063
    	Cash




      


     


    

	Sequence
    #	Seller	Property
    Name	Monthly
    RE Tax Reserve	RE
    Tax Escrow Cash or LOC
	47	RREF	Sharidon
    MHP	867
    	Cash
	48	RREF	Dollar
    General-Becker, MN	333
    	Cash
	49	RREF	Dollar
    General-Kincheloe, MI	333
    	Cash




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Counterparty
    of RE Tax Escrow LOC	Upfront
    Ins. Reserve
	1	Barclays	Parkmerced	 	0
    
	2	Barclays	525
    Market Street	 	0
    
	3	SGFC	The
    Cove at Tiburon	 	84,438
    
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	 	0
    
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	 	0
    
	5.01	KeyBank	375
    Metropolitan Drive	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 
	5.07	KeyBank	220
    Commerce Road	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 
	5.14	KeyBank	3260
    Southport Road	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	 	0
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Counterparty
    of RE Tax Escrow LOC	Upfront
    Ins. Reserve
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	 	0
    
	7.01	KeyBank	SmartStop
    - Plant City	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 
	8	KeyBank	Acuity
    Portfolio	 	0
    
	8.01	KeyBank	201
    West 92nd Street	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 
	8.05	KeyBank	3489
    Broadway	 	 
	8.06	KeyBank	884
    West End Avenue	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Counterparty
    of RE Tax Escrow LOC	Upfront
    Ins. Reserve
	8.10	KeyBank	432
    East 88th Street	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 
	8.16	KeyBank	237
    1st Avenue	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 
	8.20	KeyBank	2
    West 125th Street	 	 
	8.21	KeyBank	61
    West 106th Street	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 
	8.27	KeyBank	240
    East 85th Street	 	 
	9	Barclays	F5
    Tower	 	0
    
	10	SGFC	The
    Arbors	 	0
	11	Natixis	Santa
    Monica Physician’s Center	 	10,443
    
	12	Natixis	725
    Fourth Avenue	 	77,187
    
	13	Barclays	650
    Madison Avenue	 	0
    
	14	Barclays	One
    Stockton	 	0
    
	15	RREF	Vernon
    Tower	 	12,593
    
	16	Barclays	One
    Bel Air	 	7,427
    
	17	SGFC	Meridian
    One Colorado	 	0
	18	KeyBank	Time
    Out MHC Portfolio	 	16,124
    
	18.01	KeyBank	Laiken
    Estates	 	 
	18.02	KeyBank	Alamac
    Village	 	 
	18.03	KeyBank	Pine
    Run	 	 
	18.04	KeyBank	Taylor
    Park	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 
	18.06	KeyBank	Abbott
    Park	 	 
	18.07	KeyBank	West
    Estates	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	 	21,069
    
	19.01	SGFC	505
    East 184th Street	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Counterparty
    of RE Tax Escrow LOC	Upfront
    Ins. Reserve
	19.02	SGFC	2334
    Washington Avenue	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 
	20	RREF	1st
    & Pine	 	6,467
    
	21	RREF	West
    Side Plaza	 	0
    
	22	KeyBank	Skyline
    MHC Portfolio	 	5,811
    
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 
	22.05	KeyBank	Sun
    City MHC	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 
	23	RREF	GDR
    Manassas	 	0
    
	24	RREF	DFW
    Retail Portfolio	 	5,273
    
	24.01	RREF	Keller
    Marketplace	 	 
	24.02	RREF	Grand
    Central Crossing	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 
	24.04	RREF	Kelly
    Plaza	 	 
	25	Natixis	Simply
    Space Self Storage Merced	 	3,843
    
	26	KeyBank	Kemper
    Pointe	 	4,509
    
	27	KeyBank	Extra
    Space Storage Phoenix	 	5,944
    
	28	KeyBank	40
    & 50 Beaver Street	 	0
    
	29	Barclays	The
    Storage Depot	 	0
    
	30	RREF	Silver
    Creek Apartments Portfolio	 	7,652
    
	30.01	RREF	Silver
    Creek Apartments	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 
	31	RREF	Twelve
    Oaks RV Resort	 	20,046
    
	32	KeyBank	Cape
    Coral and Dunedin	 	5,212
    
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 
	33	RREF	Advantage
    Self-Storage	 	5,450
    
	34	KeyBank	StorQuest
    Self Storage - Honolulu	 	0
    
	35	KeyBank	Cool
    Creek Village	 	0
    
	36	KeyBank	Hogan
    Self Storage	 	1,780
    
	37	KeyBank	Laborers
    Union Building	 	2,916
    
	38	KeyBank	7-Eleven
    - 351 Bowery	 	1,060
    
	39	KeyBank	StorQuest
    Self Storage - Apache	 	0
    
	40	RREF	Ranch
    at Cooper River Apartments	 	22,978
    
	41	KeyBank	StorQuest
    Self Storage - Tucson	 	0
    
	42	KeyBank	Combs
    Mini Storage	 	9,554
    
	43	KeyBank	Brookside
    MHC	 	7,354
    
	44	KeyBank	StorQuest
    Self Storage - Phoenix	 	0
    
	45	KeyBank	Hermann
    Oaks MHC	 	1,697
    
	46	KeyBank	Katy
    Village MHC	 	1,327
    




      


     


    

	Sequence
    #	Seller	Property
    Name	Counterparty
    of RE Tax Escrow LOC	Upfront
    Ins. Reserve
	47	RREF	Sharidon
    MHP	 	1,523
    
	48	RREF	Dollar
    General-Becker, MN	 	0
    
	49	RREF	Dollar
    General-Kincheloe, MI	 	0
    




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Monthly
    Ins. Reserve	Insurance
    Escrow Cash or LOC	Counterparty
    of Insurance Escrow LOC
	1	Barclays	Parkmerced	Springing	 	 
	2	Barclays	525
    Market Street	Springing	 	 
	3	SGFC	The
    Cove at Tiburon	42,136
    	Cash	 
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	Springing	 	 
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	Springing	 	 
	5.01	KeyBank	375
    Metropolitan Drive	 	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 	 
	5.07	KeyBank	220
    Commerce Road	 	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 	 
	5.14	KeyBank	3260
    Southport Road	 	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	Springing	 	 
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Monthly
    Ins. Reserve	Insurance
    Escrow Cash or LOC	Counterparty
    of Insurance Escrow LOC
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	Springing	 	 
	7.01	KeyBank	SmartStop
    - Plant City	 	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 	 
	8	KeyBank	Acuity
    Portfolio	Springing	 	 
	8.01	KeyBank	201
    West 92nd Street	 	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 	 
	8.05	KeyBank	3489
    Broadway	 	 	 
	8.06	KeyBank	884
    West End Avenue	 	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Monthly
    Ins. Reserve	Insurance
    Escrow Cash or LOC	Counterparty
    of Insurance Escrow LOC
	8.10	KeyBank	432
    East 88th Street	 	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 	 
	8.16	KeyBank	237
    1st Avenue	 	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 	 
	8.20	KeyBank	2
    West 125th Street	 	 	 
	8.21	KeyBank	61
    West 106th Street	 	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 	 
	8.27	KeyBank	240
    East 85th Street	 	 	 
	9	Barclays	F5
    Tower	Springing	 	 
	10	SGFC	The
    Arbors	Springing	 	 
	11	Natixis	Santa
    Monica Physician’s Center	Springing	Cash	 
	12	Natixis	725
    Fourth Avenue	7,719
    	Cash	 
	13	Barclays	650
    Madison Avenue	Springing	 	 
	14	Barclays	One
    Stockton	Springing	 	 
	15	RREF	Vernon
    Tower	6,296
    	Cash	 
	16	Barclays	One
    Bel Air	1,857
    	Cash	 
	17	SGFC	Meridian
    One Colorado	Springing	 	 
	18	KeyBank	Time
    Out MHC Portfolio	3,225
    	Cash	 
	18.01	KeyBank	Laiken
    Estates	 	 	 
	18.02	KeyBank	Alamac
    Village	 	 	 
	18.03	KeyBank	Pine
    Run	 	 	 
	18.04	KeyBank	Taylor
    Park	 	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 	 
	18.06	KeyBank	Abbott
    Park	 	 	 
	18.07	KeyBank	West
    Estates	 	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	6,000
    	Cash	 
	19.01	SGFC	505
    East 184th Street	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Monthly
    Ins. Reserve	Insurance
    Escrow Cash or LOC	Counterparty
    of Insurance Escrow LOC
	19.02	SGFC	2334
    Washington Avenue	 	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 	 
	20	RREF	1st
    & Pine	3,233
    	Cash	 
	21	RREF	West
    Side Plaza	Springing	 	 
	22	KeyBank	Skyline
    MHC Portfolio	2,905
    	Cash	 
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 	 
	22.05	KeyBank	Sun
    City MHC	 	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 	 
	23	RREF	GDR
    Manassas	Springing	 	 
	24	RREF	DFW
    Retail Portfolio	879
    	Cash	 
	24.01	RREF	Keller
    Marketplace	 	 	 
	24.02	RREF	Grand
    Central Crossing	 	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 	 
	24.04	RREF	Kelly
    Plaza	 	 	 
	25	Natixis	Simply
    Space Self Storage Merced	961
    	Cash	 
	26	KeyBank	Kemper
    Pointe	1,503
    	Cash	 
	27	KeyBank	Extra
    Space Storage Phoenix	743
    	Cash	 
	28	KeyBank	40
    & 50 Beaver Street	Springing	 	 
	29	Barclays	The
    Storage Depot	Springing	 	 
	30	RREF	Silver
    Creek Apartments Portfolio	2,551
    	Cash	 
	30.01	RREF	Silver
    Creek Apartments	 	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 	 
	31	RREF	Twelve
    Oaks RV Resort	1,542
    	Cash	 
	32	KeyBank	Cape
    Coral and Dunedin	2,606
    	Cash	 
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 	 
	33	RREF	Advantage
    Self-Storage	1,090
    	Cash	 
	34	KeyBank	StorQuest
    Self Storage - Honolulu	Springing	 	 
	35	KeyBank	Cool
    Creek Village	Springing	 	 
	36	KeyBank	Hogan
    Self Storage	1,780
    	Cash	 
	37	KeyBank	Laborers
    Union Building	486
    	Cash	 
	38	KeyBank	7-Eleven
    - 351 Bowery	530
    	Cash	 
	39	KeyBank	StorQuest
    Self Storage - Apache	Springing	 	 
	40	RREF	Ranch
    at Cooper River Apartments	1,915
    	Cash	 
	41	KeyBank	StorQuest
    Self Storage - Tucson	Springing	 	 
	42	KeyBank	Combs
    Mini Storage	1,592
    	Cash	 
	43	KeyBank	Brookside
    MHC	669
    	Cash	 
	44	KeyBank	StorQuest
    Self Storage - Phoenix	Springing	 	 
	45	KeyBank	Hermann
    Oaks MHC	424
    	Cash	 
	46	KeyBank	Katy
    Village MHC	332
    	Cash	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Monthly
    Ins. Reserve	Insurance
    Escrow Cash or LOC	Counterparty
    of Insurance Escrow LOC
	47	RREF	Sharidon
    MHP	761
    	Cash	 
	48	RREF	Dollar
    General-Becker, MN	Springing	 	 
	49	RREF	Dollar
    General-Kincheloe, MI	Springing	 	 




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Upfront
    CapEx Reserve	Monthly
    Capex Reserve	CapEx
    Reserve Cap
	1	Barclays	Parkmerced	0
    	65,938
    	 
	2	Barclays	525
    Market Street	0
    	Springing	413,616
    
	3	SGFC	The
    Cove at Tiburon	0
    	5,896
    	 
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	215,000
    	Springing	215,000
    
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	31,751
    	31,751
    	 
	5.01	KeyBank	375
    Metropolitan Drive	 	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 	 
	5.07	KeyBank	220
    Commerce Road	 	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 	 
	5.14	KeyBank	3260
    Southport Road	 	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	0
    	4,369
    	 
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    CapEx Reserve	Monthly
    Capex Reserve	CapEx
    Reserve Cap
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	5,030
    	5,030
    	 
	7.01	KeyBank	SmartStop
    - Plant City	 	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 	 
	8	KeyBank	Acuity
    Portfolio	0
    	24,341
    	292,094
    
	8.01	KeyBank	201
    West 92nd Street	 	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 	 
	8.05	KeyBank	3489
    Broadway	 	 	 
	8.06	KeyBank	884
    West End Avenue	 	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    CapEx Reserve	Monthly
    Capex Reserve	CapEx
    Reserve Cap
	8.10	KeyBank	432
    East 88th Street	 	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 	 
	8.16	KeyBank	237
    1st Avenue	 	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 	 
	8.20	KeyBank	2
    West 125th Street	 	 	 
	8.21	KeyBank	61
    West 106th Street	 	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 	 
	8.27	KeyBank	240
    East 85th Street	 	 	 
	9	Barclays	F5
    Tower	0
    	Springing	 
	10	SGFC	The
    Arbors	0
    	3,407
    	 
	11	Natixis	Santa
    Monica Physician’s Center	0
    	590
    	16,880
    
	12	Natixis	725
    Fourth Avenue	0
    	2,406
    	 
	13	Barclays	650
    Madison Avenue	0
    	Springing	 
	14	Barclays	One
    Stockton	0
    	Springing	 
	15	RREF	Vernon
    Tower	0
    	2,174
    	 
	16	Barclays	One
    Bel Air	0
    	Springing	 
	17	SGFC	Meridian
    One Colorado	0
    	2,340
    	 
	18	KeyBank	Time
    Out MHC Portfolio	1,667
    	1,667
    	 
	18.01	KeyBank	Laiken
    Estates	 	 	 
	18.02	KeyBank	Alamac
    Village	 	 	 
	18.03	KeyBank	Pine
    Run	 	 	 
	18.04	KeyBank	Taylor
    Park	 	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 	 
	18.06	KeyBank	Abbott
    Park	 	 	 
	18.07	KeyBank	West
    Estates	 	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	0
    	2,313
    	 
	19.01	SGFC	505
    East 184th Street	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    CapEx Reserve	Monthly
    Capex Reserve	CapEx
    Reserve Cap
	19.02	SGFC	2334
    Washington Avenue	 	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 	 
	20	RREF	1st
    & Pine	0
    	1,288
    	 
	21	RREF	West
    Side Plaza	0
    	2,783
    	 
	22	KeyBank	Skyline
    MHC Portfolio	1,909
    	1,909
    	 
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 	 
	22.05	KeyBank	Sun
    City MHC	 	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 	 
	23	RREF	GDR
    Manassas	0
    	1,217
    	 
	24	RREF	DFW
    Retail Portfolio	0
    	470
    	 
	24.01	RREF	Keller
    Marketplace	 	 	 
	24.02	RREF	Grand
    Central Crossing	 	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 	 
	24.04	RREF	Kelly
    Plaza	 	 	 
	25	Natixis	Simply
    Space Self Storage Merced	0
    	1,614
    	48,452
    
	26	KeyBank	Kemper
    Pointe	2,571
    	2,571
    	92,561
    
	27	KeyBank	Extra
    Space Storage Phoenix	1,037
    	1,037
    	 
	28	KeyBank	40
    & 50 Beaver Street	2,023
    	2,023
    	 
	29	Barclays	The
    Storage Depot	0
    	768
    	 
	30	RREF	Silver
    Creek Apartments Portfolio	0
    	2,500
    	 
	30.01	RREF	Silver
    Creek Apartments	 	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 	 
	31	RREF	Twelve
    Oaks RV Resort	200,000
    	933
    	 
	32	KeyBank	Cape
    Coral and Dunedin	351
    	351
    	12,625
    
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 	 
	33	RREF	Advantage
    Self-Storage	0
    	1,049
    	 
	34	KeyBank	StorQuest
    Self Storage - Honolulu	0
    	Springing	 
	35	KeyBank	Cool
    Creek Village	555
    	555
    	20,941
    
	36	KeyBank	Hogan
    Self Storage	367
    	367
    	 
	37	KeyBank	Laborers
    Union Building	580
    	580
    	 
	38	KeyBank	7-Eleven
    - 351 Bowery	5,000
    	0
    	 
	39	KeyBank	StorQuest
    Self Storage - Apache	0
    	Springing	 
	40	RREF	Ranch
    at Cooper River Apartments	0
    	1,333
    	 
	41	KeyBank	StorQuest
    Self Storage - Tucson	0
    	Springing	 
	42	KeyBank	Combs
    Mini Storage	728
    	728
    	 
	43	KeyBank	Brookside
    MHC	848
    	848
    	 
	44	KeyBank	StorQuest
    Self Storage - Phoenix	0
    	Springing	 
	45	KeyBank	Hermann
    Oaks MHC	325
    	325
    	 
	46	KeyBank	Katy
    Village MHC	233
    	233
    	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    CapEx Reserve	Monthly
    Capex Reserve	CapEx
    Reserve Cap
	47	RREF	Sharidon
    MHP	0
    	304
    	 
	48	RREF	Dollar
    General-Becker, MN	0
    	0
    	 
	49	RREF	Dollar
    General-Kincheloe, MI	0
    	0
    	 




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Capex
    Escrow Cash or LOC	Counterparty
    of Capex Escrow LOC
	1	Barclays	Parkmerced	Cash	 
	2	Barclays	525
    Market Street	 	 
	3	SGFC	The
    Cove at Tiburon	Cash	 
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	Cash	 
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	Cash	 
	5.01	KeyBank	375
    Metropolitan Drive	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 
	5.07	KeyBank	220
    Commerce Road	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 
	5.14	KeyBank	3260
    Southport Road	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	Cash	 
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Capex
    Escrow Cash or LOC	Counterparty
    of Capex Escrow LOC
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	Cash	 
	7.01	KeyBank	SmartStop
    - Plant City	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 
	8	KeyBank	Acuity
    Portfolio	Cash	 
	8.01	KeyBank	201
    West 92nd Street	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 
	8.05	KeyBank	3489
    Broadway	 	 
	8.06	KeyBank	884
    West End Avenue	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Capex
    Escrow Cash or LOC	Counterparty
    of Capex Escrow LOC
	8.10	KeyBank	432
    East 88th Street	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 
	8.16	KeyBank	237
    1st Avenue	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 
	8.20	KeyBank	2
    West 125th Street	 	 
	8.21	KeyBank	61
    West 106th Street	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 
	8.27	KeyBank	240
    East 85th Street	 	 
	9	Barclays	F5
    Tower	 	 
	10	SGFC	The
    Arbors	Cash	 
	11	Natixis	Santa
    Monica Physician’s Center	Cash	 
	12	Natixis	725
    Fourth Avenue	Cash	 
	13	Barclays	650
    Madison Avenue	 	 
	14	Barclays	One
    Stockton	 	 
	15	RREF	Vernon
    Tower	Cash	 
	16	Barclays	One
    Bel Air	 	 
	17	SGFC	Meridian
    One Colorado	Cash	 
	18	KeyBank	Time
    Out MHC Portfolio	Cash	 
	18.01	KeyBank	Laiken
    Estates	 	 
	18.02	KeyBank	Alamac
    Village	 	 
	18.03	KeyBank	Pine
    Run	 	 
	18.04	KeyBank	Taylor
    Park	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 
	18.06	KeyBank	Abbott
    Park	 	 
	18.07	KeyBank	West
    Estates	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	Cash	 
	19.01	SGFC	505
    East 184th Street	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Capex
    Escrow Cash or LOC	Counterparty
    of Capex Escrow LOC
	19.02	SGFC	2334
    Washington Avenue	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 
	20	RREF	1st
    & Pine	Cash	 
	21	RREF	West
    Side Plaza	Cash	 
	22	KeyBank	Skyline
    MHC Portfolio	Cash	 
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 
	22.05	KeyBank	Sun
    City MHC	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 
	23	RREF	GDR
    Manassas	Cash	 
	24	RREF	DFW
    Retail Portfolio	Cash	 
	24.01	RREF	Keller
    Marketplace	 	 
	24.02	RREF	Grand
    Central Crossing	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 
	24.04	RREF	Kelly
    Plaza	 	 
	25	Natixis	Simply
    Space Self Storage Merced	Cash	 
	26	KeyBank	Kemper
    Pointe	Cash	 
	27	KeyBank	Extra
    Space Storage Phoenix	Cash	 
	28	KeyBank	40
    & 50 Beaver Street	Cash	 
	29	Barclays	The
    Storage Depot	Cash	 
	30	RREF	Silver
    Creek Apartments Portfolio	Cash	 
	30.01	RREF	Silver
    Creek Apartments	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 
	31	RREF	Twelve
    Oaks RV Resort	Cash	 
	32	KeyBank	Cape
    Coral and Dunedin	Cash	 
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 
	33	RREF	Advantage
    Self-Storage	Cash	 
	34	KeyBank	StorQuest
    Self Storage - Honolulu	 	 
	35	KeyBank	Cool
    Creek Village	Cash	 
	36	KeyBank	Hogan
    Self Storage	Cash	 
	37	KeyBank	Laborers
    Union Building	Cash	 
	38	KeyBank	7-Eleven
    - 351 Bowery	Cash	 
	39	KeyBank	StorQuest
    Self Storage - Apache	 	 
	40	RREF	Ranch
    at Cooper River Apartments	Cash	 
	41	KeyBank	StorQuest
    Self Storage - Tucson	 	 
	42	KeyBank	Combs
    Mini Storage	Cash	 
	43	KeyBank	Brookside
    MHC	Cash	 
	44	KeyBank	StorQuest
    Self Storage - Phoenix	 	 
	45	KeyBank	Hermann
    Oaks MHC	Cash	 
	46	KeyBank	Katy
    Village MHC	Cash	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Capex
    Escrow Cash or LOC	Counterparty
    of Capex Escrow LOC
	47	RREF	Sharidon
    MHP	Cash	 
	48	RREF	Dollar
    General-Becker, MN	 	 
	49	RREF	Dollar
    General-Kincheloe, MI	 	 




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Upfront
    TI/LC Reserve	Monthly
    TI/LC Reserve	TI/LC
    Reserve Cap
	1	Barclays	Parkmerced	0
    	0
    	 
	2	Barclays	525
    Market Street	0
    	Springing	2,068,082
    
	3	SGFC	The
    Cove at Tiburon	0
    	0
    	 
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	0
    	0
    	 
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	932,159
    	74,085
    	2,796,477
    
	5.01	KeyBank	375
    Metropolitan Drive	 	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 	 
	5.07	KeyBank	220
    Commerce Road	 	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 	 
	5.14	KeyBank	3260
    Southport Road	 	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	500,000
    	Springing	 
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    TI/LC Reserve	Monthly
    TI/LC Reserve	TI/LC
    Reserve Cap
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	0
    	0
    	 
	7.01	KeyBank	SmartStop
    - Plant City	 	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 	 
	8	KeyBank	Acuity
    Portfolio	0
    	0
    	 
	8.01	KeyBank	201
    West 92nd Street	 	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 	 
	8.05	KeyBank	3489
    Broadway	 	 	 
	8.06	KeyBank	884
    West End Avenue	 	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    TI/LC Reserve	Monthly
    TI/LC Reserve	TI/LC
    Reserve Cap
	8.10	KeyBank	432
    East 88th Street	 	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 	 
	8.16	KeyBank	237
    1st Avenue	 	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 	 
	8.20	KeyBank	2
    West 125th Street	 	 	 
	8.21	KeyBank	61
    West 106th Street	 	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 	 
	8.27	KeyBank	240
    East 85th Street	 	 	 
	9	Barclays	F5
    Tower	0
    	0
    	 
	10	SGFC	The
    Arbors	89,903
    	21,294
    	1,277,669
    
	11	Natixis	Santa
    Monica Physician’s Center	0
    	4,689
    	168,800
    
	12	Natixis	725
    Fourth Avenue	12,002
    	Springing	 
	13	Barclays	650
    Madison Avenue	0
    	Springing	 
	14	Barclays	One
    Stockton	0
    	7,078
    	424,675
    
	15	RREF	Vernon
    Tower	0
    	459
    	 
	16	Barclays	One
    Bel Air	0
    	0
    	 
	17	SGFC	Meridian
    One Colorado	400,000
    	14,627
    	 
	18	KeyBank	Time
    Out MHC Portfolio	0
    	0
    	 
	18.01	KeyBank	Laiken
    Estates	 	 	 
	18.02	KeyBank	Alamac
    Village	 	 	 
	18.03	KeyBank	Pine
    Run	 	 	 
	18.04	KeyBank	Taylor
    Park	 	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 	 
	18.06	KeyBank	Abbott
    Park	 	 	 
	18.07	KeyBank	West
    Estates	 	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	0
    	0
    	 
	19.01	SGFC	505
    East 184th Street	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    TI/LC Reserve	Monthly
    TI/LC Reserve	TI/LC
    Reserve Cap
	19.02	SGFC	2334
    Washington Avenue	 	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 	 
	20	RREF	1st
    & Pine	0
    	489
    	 
	21	RREF	West
    Side Plaza	100,000
    	12,987
    	750,000
    
	22	KeyBank	Skyline
    MHC Portfolio	0
    	0
    	 
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 	 
	22.05	KeyBank	Sun
    City MHC	 	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 	 
	23	RREF	GDR
    Manassas	84,670
    	12,170
    	 
	24	RREF	DFW
    Retail Portfolio	0
    	2,351
    	300,000
    
	24.01	RREF	Keller
    Marketplace	 	 	 
	24.02	RREF	Grand
    Central Crossing	 	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 	 
	24.04	RREF	Kelly
    Plaza	 	 	 
	25	Natixis	Simply
    Space Self Storage Merced	0
    	0
    	 
	26	KeyBank	Kemper
    Pointe	310,606
    	10,606
    	550,000
    
	27	KeyBank	Extra
    Space Storage Phoenix	0
    	0
    	 
	28	KeyBank	40
    & 50 Beaver Street	9,788
    	9,788
    	352,364
    
	29	Barclays	The
    Storage Depot	0
    	0
    	 
	30	RREF	Silver
    Creek Apartments Portfolio	0
    	0
    	 
	30.01	RREF	Silver
    Creek Apartments	 	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 	 
	31	RREF	Twelve
    Oaks RV Resort	0
    	0
    	 
	32	KeyBank	Cape
    Coral and Dunedin	51,753
    	1,753
    	100,000
    
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 	 
	33	RREF	Advantage
    Self-Storage	0
    	0
    	 
	34	KeyBank	StorQuest
    Self Storage - Honolulu	0
    	0
    	 
	35	KeyBank	Cool
    Creek Village	2,776
    	2,776
    	170,000
    
	36	KeyBank	Hogan
    Self Storage	0
    	0
    	 
	37	KeyBank	Laborers
    Union Building	2,786
    	2,786
    	167,160
    
	38	KeyBank	7-Eleven
    - 351 Bowery	0
    	0
    	 
	39	KeyBank	StorQuest
    Self Storage - Apache	0
    	0
    	 
	40	RREF	Ranch
    at Cooper River Apartments	0
    	0
    	 
	41	KeyBank	StorQuest
    Self Storage - Tucson	0
    	0
    	 
	42	KeyBank	Combs
    Mini Storage	0
    	0
    	 
	43	KeyBank	Brookside
    MHC	0
    	0
    	 
	44	KeyBank	StorQuest
    Self Storage - Phoenix	0
    	0
    	 
	45	KeyBank	Hermann
    Oaks MHC	0
    	0
    	 
	46	KeyBank	Katy
    Village MHC	0
    	0
    	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    TI/LC Reserve	Monthly
    TI/LC Reserve	TI/LC
    Reserve Cap
	47	RREF	Sharidon
    MHP	0
    	0
    	 
	48	RREF	Dollar
    General-Becker, MN	0
    	0
    	 
	49	RREF	Dollar
    General-Kincheloe, MI	0
    	0
    	 




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	TI/LC
    Reserve Cash or LOC	Counterparty
    of TI/LC Escrow LOC
	1	Barclays	Parkmerced	 	 
	2	Barclays	525
    Market Street	 	 
	3	SGFC	The
    Cove at Tiburon	 	 
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	 	 
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	Cash	 
	5.01	KeyBank	375
    Metropolitan Drive	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 
	5.07	KeyBank	220
    Commerce Road	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 
	5.14	KeyBank	3260
    Southport Road	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	Cash	 
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	TI/LC
    Reserve Cash or LOC	Counterparty
    of TI/LC Escrow LOC
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	 	 
	7.01	KeyBank	SmartStop
    - Plant City	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 
	8	KeyBank	Acuity
    Portfolio	 	 
	8.01	KeyBank	201
    West 92nd Street	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 
	8.05	KeyBank	3489
    Broadway	 	 
	8.06	KeyBank	884
    West End Avenue	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	TI/LC
    Reserve Cash or LOC	Counterparty
    of TI/LC Escrow LOC
	8.10	KeyBank	432
    East 88th Street	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 
	8.16	KeyBank	237
    1st Avenue	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 
	8.20	KeyBank	2
    West 125th Street	 	 
	8.21	KeyBank	61
    West 106th Street	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 
	8.27	KeyBank	240
    East 85th Street	 	 
	9	Barclays	F5
    Tower	 	 
	10	SGFC	The
    Arbors	Cash	 
	11	Natixis	Santa
    Monica Physician’s Center	Cash	 
	12	Natixis	725
    Fourth Avenue	Cash	 
	13	Barclays	650
    Madison Avenue	 	 
	14	Barclays	One
    Stockton	Cash	 
	15	RREF	Vernon
    Tower	Cash	 
	16	Barclays	One
    Bel Air	 	 
	17	SGFC	Meridian
    One Colorado	Cash	 
	18	KeyBank	Time
    Out MHC Portfolio	 	 
	18.01	KeyBank	Laiken
    Estates	 	 
	18.02	KeyBank	Alamac
    Village	 	 
	18.03	KeyBank	Pine
    Run	 	 
	18.04	KeyBank	Taylor
    Park	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 
	18.06	KeyBank	Abbott
    Park	 	 
	18.07	KeyBank	West
    Estates	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	 	 
	19.01	SGFC	505
    East 184th Street	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	TI/LC
    Reserve Cash or LOC	Counterparty
    of TI/LC Escrow LOC
	19.02	SGFC	2334
    Washington Avenue	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 
	20	RREF	1st
    & Pine	Cash	 
	21	RREF	West
    Side Plaza	Cash	 
	22	KeyBank	Skyline
    MHC Portfolio	 	 
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 
	22.05	KeyBank	Sun
    City MHC	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 
	23	RREF	GDR
    Manassas	Cash	 
	24	RREF	DFW
    Retail Portfolio	Cash	 
	24.01	RREF	Keller
    Marketplace	 	 
	24.02	RREF	Grand
    Central Crossing	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 
	24.04	RREF	Kelly
    Plaza	 	 
	25	Natixis	Simply
    Space Self Storage Merced	 	 
	26	KeyBank	Kemper
    Pointe	Cash	 
	27	KeyBank	Extra
    Space Storage Phoenix	 	 
	28	KeyBank	40
    & 50 Beaver Street	Cash	 
	29	Barclays	The
    Storage Depot	 	 
	30	RREF	Silver
    Creek Apartments Portfolio	 	 
	30.01	RREF	Silver
    Creek Apartments	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 
	31	RREF	Twelve
    Oaks RV Resort	 	 
	32	KeyBank	Cape
    Coral and Dunedin	Cash	 
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 
	33	RREF	Advantage
    Self-Storage	 	 
	34	KeyBank	StorQuest
    Self Storage - Honolulu	 	 
	35	KeyBank	Cool
    Creek Village	Cash	 
	36	KeyBank	Hogan
    Self Storage	 	 
	37	KeyBank	Laborers
    Union Building	Cash	 
	38	KeyBank	7-Eleven
    - 351 Bowery	 	 
	39	KeyBank	StorQuest
    Self Storage - Apache	 	 
	40	RREF	Ranch
    at Cooper River Apartments	 	 
	41	KeyBank	StorQuest
    Self Storage - Tucson	 	 
	42	KeyBank	Combs
    Mini Storage	 	 
	43	KeyBank	Brookside
    MHC	 	 
	44	KeyBank	StorQuest
    Self Storage - Phoenix	 	 
	45	KeyBank	Hermann
    Oaks MHC	 	 
	46	KeyBank	Katy
    Village MHC	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	TI/LC
    Reserve Cash or LOC	Counterparty
    of TI/LC Escrow LOC
	47	RREF	Sharidon
    MHP	 	 
	48	RREF	Dollar
    General-Becker, MN	 	 
	49	RREF	Dollar
    General-Kincheloe, MI	 	 




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	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	525
    Market Street	0
    	0
    	 
	3	SGFC	The
    Cove at Tiburon	0
    	0
    	 
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	0
    	0
    	 
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	0
    	0
    	 
	5.01	KeyBank	375
    Metropolitan Drive	 	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 	 
	5.07	KeyBank	220
    Commerce Road	 	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 	 
	5.14	KeyBank	3260
    Southport Road	 	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	0
    	0
    	 
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    Debt Service Reserve	Monthly
    Debt Service Reserve	Debt
    Service Reserve Cash or LOC
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	0
    	0
    	 
	7.01	KeyBank	SmartStop
    - Plant City	 	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 	 
	8	KeyBank	Acuity
    Portfolio	0
    	0
    	 
	8.01	KeyBank	201
    West 92nd Street	 	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 	 
	8.05	KeyBank	3489
    Broadway	 	 	 
	8.06	KeyBank	884
    West End Avenue	 	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    Debt Service Reserve	Monthly
    Debt Service Reserve	Debt
    Service Reserve Cash or LOC
	8.10	KeyBank	432
    East 88th Street	 	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 	 
	8.16	KeyBank	237
    1st Avenue	 	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 	 
	8.20	KeyBank	2
    West 125th Street	 	 	 
	8.21	KeyBank	61
    West 106th Street	 	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 	 
	8.27	KeyBank	240
    East 85th Street	 	 	 
	9	Barclays	F5
    Tower	0
    	0
    	 
	10	SGFC	The
    Arbors	0
    	0
    	 
	11	Natixis	Santa
    Monica Physician’s Center	0
    	0
    	 
	12	Natixis	725
    Fourth Avenue	0
    	0
    	 
	13	Barclays	650
    Madison Avenue	0
    	0
    	 
	14	Barclays	One
    Stockton	0
    	0
    	 
	15	RREF	Vernon
    Tower	0
    	0
    	 
	16	Barclays	One
    Bel Air	0
    	0
    	 
	17	SGFC	Meridian
    One Colorado	0
    	0
    	 
	18	KeyBank	Time
    Out MHC Portfolio	0
    	0
    	 
	18.01	KeyBank	Laiken
    Estates	 	 	 
	18.02	KeyBank	Alamac
    Village	 	 	 
	18.03	KeyBank	Pine
    Run	 	 	 
	18.04	KeyBank	Taylor
    Park	 	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 	 
	18.06	KeyBank	Abbott
    Park	 	 	 
	18.07	KeyBank	West
    Estates	 	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	0
    	0
    	 
	19.01	SGFC	505
    East 184th Street	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    Debt Service Reserve	Monthly
    Debt Service Reserve	Debt
    Service Reserve Cash or LOC
	19.02	SGFC	2334
    Washington Avenue	 	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 	 
	20	RREF	1st
    & Pine	0
    	0
    	 
	21	RREF	West
    Side Plaza	0
    	0
    	 
	22	KeyBank	Skyline
    MHC Portfolio	0
    	0
    	 
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 	 
	22.05	KeyBank	Sun
    City MHC	 	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 	 
	23	RREF	GDR
    Manassas	0
    	0
    	 
	24	RREF	DFW
    Retail Portfolio	0
    	0
    	 
	24.01	RREF	Keller
    Marketplace	 	 	 
	24.02	RREF	Grand
    Central Crossing	 	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 	 
	24.04	RREF	Kelly
    Plaza	 	 	 
	25	Natixis	Simply
    Space Self Storage Merced	0
    	0
    	 
	26	KeyBank	Kemper
    Pointe	0
    	0
    	 
	27	KeyBank	Extra
    Space Storage Phoenix	48,000
    	Springing	Cash
	28	KeyBank	40
    & 50 Beaver Street	0
    	0
    	 
	29	Barclays	The
    Storage Depot	0
    	0
    	 
	30	RREF	Silver
    Creek Apartments Portfolio	0
    	0
    	 
	30.01	RREF	Silver
    Creek Apartments	 	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 	 
	31	RREF	Twelve
    Oaks RV Resort	0
    	0
    	 
	32	KeyBank	Cape
    Coral and Dunedin	0
    	0
    	 
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 	 
	33	RREF	Advantage
    Self-Storage	0
    	0
    	 
	34	KeyBank	StorQuest
    Self Storage - Honolulu	0
    	0
    	 
	35	KeyBank	Cool
    Creek Village	0
    	0
    	 
	36	KeyBank	Hogan
    Self Storage	0
    	0
    	 
	37	KeyBank	Laborers
    Union Building	0
    	0
    	 
	38	KeyBank	7-Eleven
    - 351 Bowery	0
    	0
    	 
	39	KeyBank	StorQuest
    Self Storage - Apache	0
    	0
    	 
	40	RREF	Ranch
    at Cooper River Apartments	0
    	0
    	 
	41	KeyBank	StorQuest
    Self Storage - Tucson	0
    	0
    	 
	42	KeyBank	Combs
    Mini Storage	0
    	0
    	 
	43	KeyBank	Brookside
    MHC	0
    	0
    	 
	44	KeyBank	StorQuest
    Self Storage - Phoenix	0
    	0
    	 
	45	KeyBank	Hermann
    Oaks MHC	0
    	0
    	 
	46	KeyBank	Katy
    Village MHC	0
    	0
    	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    Debt Service Reserve	Monthly
    Debt Service Reserve	Debt
    Service Reserve Cash or LOC
	47	RREF	Sharidon
    MHP	0
    	0
    	 
	48	RREF	Dollar
    General-Becker, MN	0
    	0
    	 
	49	RREF	Dollar
    General-Kincheloe, MI	0
    	0
    	 




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Counterparty
    of TI/LC Escrow LOC
	1	Barclays	Parkmerced	 
	2	Barclays	525
    Market Street	 
	3	SGFC	The
    Cove at Tiburon	 
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	 
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	 
	5.01	KeyBank	375
    Metropolitan Drive	 
	5.02	KeyBank	10700
    Farrow Road	 
	5.03	KeyBank	2500
    Saint Matthews Road	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 
	5.06	KeyBank	1235
    Commerce Drive	 
	5.07	KeyBank	220
    Commerce Road	 
	5.08	KeyBank	1001-1005
    Technology Drive	 
	5.09	KeyBank	209
    Flintlake Road	 
	5.10	KeyBank	2050
    American Italian Way	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 
	5.12	KeyBank	1255
    Commerce Drive	 
	5.13	KeyBank	3430
    Platt Springs Road	 
	5.14	KeyBank	3260
    Southport Road	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 
	5.16	KeyBank	1025
    Technology Drive	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	 
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 
	6.05	SGFC	Walgreens
    - Midland, MI	 
	6.06	SGFC	Walgreens
    - Racine, WI	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Counterparty
    of TI/LC Escrow LOC
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	 
	7.01	KeyBank	SmartStop
    - Plant City	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 
	7.03	KeyBank	SmartStop
    - Puyallup	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 
	7.05	KeyBank	SmartStop
    - Texas City	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 
	7.07	KeyBank	SmartStop
    - Riverside	 
	8	KeyBank	Acuity
    Portfolio	 
	8.01	KeyBank	201
    West 92nd Street	 
	8.02	KeyBank	200
    West 93rd Street	 
	8.03	KeyBank	780
    Riverside Drive	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 
	8.05	KeyBank	3489
    Broadway	 
	8.06	KeyBank	884
    West End Avenue	 
	8.07	KeyBank	529-537
    East 81st Street	 
	8.08	KeyBank	730
    Riverside Drive	 
	8.09	KeyBank	1843
    1st Avenue	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Counterparty
    of TI/LC Escrow LOC
	8.10	KeyBank	432
    East 88th Street	 
	8.11	KeyBank	440
    Audubon Avenue	 
	8.12	KeyBank	66-70
    West 109th Street	 
	8.13	KeyBank	470
    West 23rd Street	 
	8.14	KeyBank	136
    & 144 West 111th Street	 
	8.15	KeyBank	140
    & 148 West 111th Street	 
	8.16	KeyBank	237
    1st Avenue	 
	8.17	KeyBank	589
    Riverside Drive	 
	8.18	KeyBank	132-134
    West 109th Street	 
	8.19	KeyBank	480
    Humboldt Street	 
	8.20	KeyBank	2
    West 125th Street	 
	8.21	KeyBank	61
    West 106th Street	 
	8.22	KeyBank	1741
    1st Avenue	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 
	8.24	KeyBank	2330
    7th Avenue	 
	8.25	KeyBank	132
    Sherman Avenue	 
	8.26	KeyBank	245
    Flatbush Avenue	 
	8.27	KeyBank	240
    East 85th Street	 
	9	Barclays	F5
    Tower	 
	10	SGFC	The
    Arbors	 
	11	Natixis	Santa
    Monica Physician’s Center	 
	12	Natixis	725
    Fourth Avenue	 
	13	Barclays	650
    Madison Avenue	 
	14	Barclays	One
    Stockton	 
	15	RREF	Vernon
    Tower	 
	16	Barclays	One
    Bel Air	 
	17	SGFC	Meridian
    One Colorado	 
	18	KeyBank	Time
    Out MHC Portfolio	 
	18.01	KeyBank	Laiken
    Estates	 
	18.02	KeyBank	Alamac
    Village	 
	18.03	KeyBank	Pine
    Run	 
	18.04	KeyBank	Taylor
    Park	 
	18.05	KeyBank	Wysteria
    Estates	 
	18.06	KeyBank	Abbott
    Park	 
	18.07	KeyBank	West
    Estates	 
	19	SGFC	Bronx
    Multifamily Portfolio	 
	19.01	SGFC	505
    East 184th Street	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Counterparty
    of TI/LC Escrow LOC
	19.02	SGFC	2334
    Washington Avenue	 
	19.03	SGFC	2607
    Jerome Avenue	 
	19.04	SGFC	2268
    Washington Avenue	 
	20	RREF	1st
    & Pine	 
	21	RREF	West
    Side Plaza	 
	22	KeyBank	Skyline
    MHC Portfolio	 
	22.01	KeyBank	Desert
    Shores Estates MHC	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 
	22.03	KeyBank	Desert
    Haven MHC	 
	22.04	KeyBank	Oak
    Meadows MHC	 
	22.05	KeyBank	Sun
    City MHC	 
	22.06	KeyBank	Carla
    Ridge Estates	 
	23	RREF	GDR
    Manassas	 
	24	RREF	DFW
    Retail Portfolio	 
	24.01	RREF	Keller
    Marketplace	 
	24.02	RREF	Grand
    Central Crossing	 
	24.03	RREF	Summer
    Creek Plaza	 
	24.04	RREF	Kelly
    Plaza	 
	25	Natixis	Simply
    Space Self Storage Merced	 
	26	KeyBank	Kemper
    Pointe	 
	27	KeyBank	Extra
    Space Storage Phoenix	 
	28	KeyBank	40
    & 50 Beaver Street	 
	29	Barclays	The
    Storage Depot	 
	30	RREF	Silver
    Creek Apartments Portfolio	 
	30.01	RREF	Silver
    Creek Apartments	 
	30.02	RREF	Cardinal
    Creek Apartments	 
	31	RREF	Twelve
    Oaks RV Resort	 
	32	KeyBank	Cape
    Coral and Dunedin	 
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 
	32.02	KeyBank	625
    Del Prado Boulevard	 
	32.03	KeyBank	665
    Del Prado Boulevard	 
	33	RREF	Advantage
    Self-Storage	 
	34	KeyBank	StorQuest
    Self Storage - Honolulu	 
	35	KeyBank	Cool
    Creek Village	 
	36	KeyBank	Hogan
    Self Storage	 
	37	KeyBank	Laborers
    Union Building	 
	38	KeyBank	7-Eleven
    - 351 Bowery	 
	39	KeyBank	StorQuest
    Self Storage - Apache	 
	40	RREF	Ranch
    at Cooper River Apartments	 
	41	KeyBank	StorQuest
    Self Storage - Tucson	 
	42	KeyBank	Combs
    Mini Storage	 
	43	KeyBank	Brookside
    MHC	 
	44	KeyBank	StorQuest
    Self Storage - Phoenix	 
	45	KeyBank	Hermann
    Oaks MHC	 
	46	KeyBank	Katy
    Village MHC	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Counterparty
    of TI/LC Escrow LOC
	47	RREF	Sharidon
    MHP	 
	48	RREF	Dollar
    General-Becker, MN	 
	49	RREF	Dollar
    General-Kincheloe, MI	 




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 


	Sequence
    #	Seller	Property
    Name	Upfront
    Other Description
	1	Barclays	Parkmerced	 
	2	Barclays	525
    Market Street	Unfunded
    Obligations Reserve: 24,171,469; Free Rent Reserve: 17,219,959
	3	SGFC	The
    Cove at Tiburon	 
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	 
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	Existing
    TILC Lease Reserve
	5.01	KeyBank	375
    Metropolitan Drive	 
	5.02	KeyBank	10700
    Farrow Road	 
	5.03	KeyBank	2500
    Saint Matthews Road	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 
	5.06	KeyBank	1235
    Commerce Drive	 
	5.07	KeyBank	220
    Commerce Road	 
	5.08	KeyBank	1001-1005
    Technology Drive	 
	5.09	KeyBank	209
    Flintlake Road	 
	5.10	KeyBank	2050
    American Italian Way	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 
	5.12	KeyBank	1255
    Commerce Drive	 
	5.13	KeyBank	3430
    Platt Springs Road	 
	5.14	KeyBank	3260
    Southport Road	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 
	5.16	KeyBank	1025
    Technology Drive	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	CVS
    Free Rent Reserve
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 
	6.05	SGFC	Walgreens
    - Midland, MI	 
	6.06	SGFC	Walgreens
    - Racine, WI	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    Other Description
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	 
	7.01	KeyBank	SmartStop
    - Plant City	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 
	7.03	KeyBank	SmartStop
    - Puyallup	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 
	7.05	KeyBank	SmartStop
    - Texas City	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 
	7.07	KeyBank	SmartStop
    - Riverside	 
	8	KeyBank	Acuity
    Portfolio	Tenant
    Reserve
	8.01	KeyBank	201
    West 92nd Street	 
	8.02	KeyBank	200
    West 93rd Street	 
	8.03	KeyBank	780
    Riverside Drive	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 
	8.05	KeyBank	3489
    Broadway	 
	8.06	KeyBank	884
    West End Avenue	 
	8.07	KeyBank	529-537
    East 81st Street	 
	8.08	KeyBank	730
    Riverside Drive	 
	8.09	KeyBank	1843
    1st Avenue	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    Other Description
	8.10	KeyBank	432
    East 88th Street	 
	8.11	KeyBank	440
    Audubon Avenue	 
	8.12	KeyBank	66-70
    West 109th Street	 
	8.13	KeyBank	470
    West 23rd Street	 
	8.14	KeyBank	136
    & 144 West 111th Street	 
	8.15	KeyBank	140
    & 148 West 111th Street	 
	8.16	KeyBank	237
    1st Avenue	 
	8.17	KeyBank	589
    Riverside Drive	 
	8.18	KeyBank	132-134
    West 109th Street	 
	8.19	KeyBank	480
    Humboldt Street	 
	8.20	KeyBank	2
    West 125th Street	 
	8.21	KeyBank	61
    West 106th Street	 
	8.22	KeyBank	1741
    1st Avenue	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 
	8.24	KeyBank	2330
    7th Avenue	 
	8.25	KeyBank	132
    Sherman Avenue	 
	8.26	KeyBank	245
    Flatbush Avenue	 
	8.27	KeyBank	240
    East 85th Street	 
	9	Barclays	F5
    Tower	 
	10	SGFC	The
    Arbors	 
	11	Natixis	Santa
    Monica Physician’s Center	Earnout
    Reserve: 2,285,000; Free Rent Reserve: 363,667.51; Initial TI/LC Reserve: 197,859.07
	12	Natixis	725
    Fourth Avenue	Violations
    Collateral Reserve: 85,500; Free Rent Reserve: 12,000
	13	Barclays	650
    Madison Avenue	Free
    Rent Reserve: 6,378,315; Unfunded Obligations Reserve: 3,197,699
	14	Barclays	One
    Stockton	 
	15	RREF	Vernon
    Tower	Commercial
    Lease Reserve
	16	Barclays	One
    Bel Air	 
	17	SGFC	Meridian
    One Colorado	Burns
    & McDonnell Reserve
	18	KeyBank	Time
    Out MHC Portfolio	 
	18.01	KeyBank	Laiken
    Estates	 
	18.02	KeyBank	Alamac
    Village	 
	18.03	KeyBank	Pine
    Run	 
	18.04	KeyBank	Taylor
    Park	 
	18.05	KeyBank	Wysteria
    Estates	 
	18.06	KeyBank	Abbott
    Park	 
	18.07	KeyBank	West
    Estates	 
	19	SGFC	Bronx
    Multifamily Portfolio	 
	19.01	SGFC	505
    East 184th Street	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    Other Description
	19.02	SGFC	2334
    Washington Avenue	 
	19.03	SGFC	2607
    Jerome Avenue	 
	19.04	SGFC	2268
    Washington Avenue	 
	20	RREF	1st
    & Pine	 
	21	RREF	West
    Side Plaza	Tenant
    Improvement Allowance Reserve
	22	KeyBank	Skyline
    MHC Portfolio	 
	22.01	KeyBank	Desert
    Shores Estates MHC	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 
	22.03	KeyBank	Desert
    Haven MHC	 
	22.04	KeyBank	Oak
    Meadows MHC	 
	22.05	KeyBank	Sun
    City MHC	 
	22.06	KeyBank	Carla
    Ridge Estates	 
	23	RREF	GDR
    Manassas	 
	24	RREF	DFW
    Retail Portfolio	Tenant
    Improvement Funds: 331,220.00; Free Rent Reserve: 60,145.70; Summer Creek Work Funds: 15,000.00
	24.01	RREF	Keller
    Marketplace	 
	24.02	RREF	Grand
    Central Crossing	 
	24.03	RREF	Summer
    Creek Plaza	 
	24.04	RREF	Kelly
    Plaza	 
	25	Natixis	Simply
    Space Self Storage Merced	 
	26	KeyBank	Kemper
    Pointe	 
	27	KeyBank	Extra
    Space Storage Phoenix	 
	28	KeyBank	40
    & 50 Beaver Street	 
	29	Barclays	The
    Storage Depot	 
	30	RREF	Silver
    Creek Apartments Portfolio	 
	30.01	RREF	Silver
    Creek Apartments	 
	30.02	RREF	Cardinal
    Creek Apartments	 
	31	RREF	Twelve
    Oaks RV Resort	 
	32	KeyBank	Cape
    Coral and Dunedin	 
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 
	32.02	KeyBank	625
    Del Prado Boulevard	 
	32.03	KeyBank	665
    Del Prado Boulevard	 
	33	RREF	Advantage
    Self-Storage	 
	34	KeyBank	StorQuest
    Self Storage - Honolulu	 
	35	KeyBank	Cool
    Creek Village	 
	36	KeyBank	Hogan
    Self Storage	 
	37	KeyBank	Laborers
    Union Building	Laborers
    Health Lease Reserve
	38	KeyBank	7-Eleven
    - 351 Bowery	 
	39	KeyBank	StorQuest
    Self Storage - Apache	 
	40	RREF	Ranch
    at Cooper River Apartments	 
	41	KeyBank	StorQuest
    Self Storage - Tucson	 
	42	KeyBank	Combs
    Mini Storage	 
	43	KeyBank	Brookside
    MHC	Abandoned
    Home Reserve
	44	KeyBank	StorQuest
    Self Storage - Phoenix	 
	45	KeyBank	Hermann
    Oaks MHC	 
	46	KeyBank	Katy
    Village MHC	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    Other Description
	47	RREF	Sharidon
    MHP	 
	48	RREF	Dollar
    General-Becker, MN	 
	49	RREF	Dollar
    General-Kincheloe, MI	 




      


     


    


 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 

	Sequence
    #	Seller	Property
    Name	Upfront
    Other Reserve
	1	Barclays	Parkmerced	0
    
	2	Barclays	525
    Market Street	41,391,428
    
	3	SGFC	The
    Cove at Tiburon	0
    
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	0
    
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	352,000
    
	5.01	KeyBank	375
    Metropolitan Drive	 
	5.02	KeyBank	10700
    Farrow Road	 
	5.03	KeyBank	2500
    Saint Matthews Road	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 
	5.06	KeyBank	1235
    Commerce Drive	 
	5.07	KeyBank	220
    Commerce Road	 
	5.08	KeyBank	1001-1005
    Technology Drive	 
	5.09	KeyBank	209
    Flintlake Road	 
	5.10	KeyBank	2050
    American Italian Way	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 
	5.12	KeyBank	1255
    Commerce Drive	 
	5.13	KeyBank	3430
    Platt Springs Road	 
	5.14	KeyBank	3260
    Southport Road	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 
	5.16	KeyBank	1025
    Technology Drive	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	1,746,018
    
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 
	6.05	SGFC	Walgreens
    - Midland, MI	 
	6.06	SGFC	Walgreens
    - Racine, WI	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    Other Reserve
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	0
    
	7.01	KeyBank	SmartStop
    - Plant City	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 
	7.03	KeyBank	SmartStop
    - Puyallup	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 
	7.05	KeyBank	SmartStop
    - Texas City	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 
	7.07	KeyBank	SmartStop
    - Riverside	 
	8	KeyBank	Acuity
    Portfolio	415,000
    
	8.01	KeyBank	201
    West 92nd Street	 
	8.02	KeyBank	200
    West 93rd Street	 
	8.03	KeyBank	780
    Riverside Drive	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 
	8.05	KeyBank	3489
    Broadway	 
	8.06	KeyBank	884
    West End Avenue	 
	8.07	KeyBank	529-537
    East 81st Street	 
	8.08	KeyBank	730
    Riverside Drive	 
	8.09	KeyBank	1843
    1st Avenue	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    Other Reserve
	8.10	KeyBank	432
    East 88th Street	 
	8.11	KeyBank	440
    Audubon Avenue	 
	8.12	KeyBank	66-70
    West 109th Street	 
	8.13	KeyBank	470
    West 23rd Street	 
	8.14	KeyBank	136
    & 144 West 111th Street	 
	8.15	KeyBank	140
    & 148 West 111th Street	 
	8.16	KeyBank	237
    1st Avenue	 
	8.17	KeyBank	589
    Riverside Drive	 
	8.18	KeyBank	132-134
    West 109th Street	 
	8.19	KeyBank	480
    Humboldt Street	 
	8.20	KeyBank	2
    West 125th Street	 
	8.21	KeyBank	61
    West 106th Street	 
	8.22	KeyBank	1741
    1st Avenue	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 
	8.24	KeyBank	2330
    7th Avenue	 
	8.25	KeyBank	132
    Sherman Avenue	 
	8.26	KeyBank	245
    Flatbush Avenue	 
	8.27	KeyBank	240
    East 85th Street	 
	9	Barclays	F5
    Tower	0
    
	10	SGFC	The
    Arbors	0
    
	11	Natixis	Santa
    Monica Physician’s Center	2,846,527
    
	12	Natixis	725
    Fourth Avenue	97,500
    
	13	Barclays	650
    Madison Avenue	9,576,014
    
	14	Barclays	One
    Stockton	0
    
	15	RREF	Vernon
    Tower	150,000
    
	16	Barclays	One
    Bel Air	0
    
	17	SGFC	Meridian
    One Colorado	977,660
    
	18	KeyBank	Time
    Out MHC Portfolio	0
    
	18.01	KeyBank	Laiken
    Estates	 
	18.02	KeyBank	Alamac
    Village	 
	18.03	KeyBank	Pine
    Run	 
	18.04	KeyBank	Taylor
    Park	 
	18.05	KeyBank	Wysteria
    Estates	 
	18.06	KeyBank	Abbott
    Park	 
	18.07	KeyBank	West
    Estates	 
	19	SGFC	Bronx
    Multifamily Portfolio	0
    
	19.01	SGFC	505
    East 184th Street	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    Other Reserve
	19.02	SGFC	2334
    Washington Avenue	 
	19.03	SGFC	2607
    Jerome Avenue	 
	19.04	SGFC	2268
    Washington Avenue	 
	20	RREF	1st
    & Pine	0
    
	21	RREF	West
    Side Plaza	25,000
    
	22	KeyBank	Skyline
    MHC Portfolio	0
    
	22.01	KeyBank	Desert
    Shores Estates MHC	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 
	22.03	KeyBank	Desert
    Haven MHC	 
	22.04	KeyBank	Oak
    Meadows MHC	 
	22.05	KeyBank	Sun
    City MHC	 
	22.06	KeyBank	Carla
    Ridge Estates	 
	23	RREF	GDR
    Manassas	0
    
	24	RREF	DFW
    Retail Portfolio	406,366
    
	24.01	RREF	Keller
    Marketplace	 
	24.02	RREF	Grand
    Central Crossing	 
	24.03	RREF	Summer
    Creek Plaza	 
	24.04	RREF	Kelly
    Plaza	 
	25	Natixis	Simply
    Space Self Storage Merced	0
    
	26	KeyBank	Kemper
    Pointe	0
    
	27	KeyBank	Extra
    Space Storage Phoenix	0
    
	28	KeyBank	40
    & 50 Beaver Street	0
    
	29	Barclays	The
    Storage Depot	0
    
	30	RREF	Silver
    Creek Apartments Portfolio	0
    
	30.01	RREF	Silver
    Creek Apartments	 
	30.02	RREF	Cardinal
    Creek Apartments	 
	31	RREF	Twelve
    Oaks RV Resort	0
    
	32	KeyBank	Cape
    Coral and Dunedin	0
    
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 
	32.02	KeyBank	625
    Del Prado Boulevard	 
	32.03	KeyBank	665
    Del Prado Boulevard	 
	33	RREF	Advantage
    Self-Storage	0
    
	34	KeyBank	StorQuest
    Self Storage - Honolulu	0
    
	35	KeyBank	Cool
    Creek Village	0
    
	36	KeyBank	Hogan
    Self Storage	0
    
	37	KeyBank	Laborers
    Union Building	50,000
    
	38	KeyBank	7-Eleven
    - 351 Bowery	0
    
	39	KeyBank	StorQuest
    Self Storage - Apache	0
    
	40	RREF	Ranch
    at Cooper River Apartments	0
    
	41	KeyBank	StorQuest
    Self Storage - Tucson	0
    
	42	KeyBank	Combs
    Mini Storage	0
    
	43	KeyBank	Brookside
    MHC	15,000
    
	44	KeyBank	StorQuest
    Self Storage - Phoenix	0
    
	45	KeyBank	Hermann
    Oaks MHC	0
    
	46	KeyBank	Katy
    Village MHC	0
    




      


     


    

	Sequence
    #	Seller	Property
    Name	Upfront
    Other Reserve
	47	RREF	Sharidon
    MHP	0
    
	48	RREF	Dollar
    General-Becker, MN	0
    
	49	RREF	Dollar
    General-Kincheloe, MI	0
    




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 

	Sequence
    #	Seller	Property
    Name	Other
    Monthly Description
	1	Barclays	Parkmerced	 
	2	Barclays	525
    Market Street	Amazon
    Rollover Reserve
	3	SGFC	The
    Cove at Tiburon	Lease
    Termination Payment Reserve
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	 
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	Mezzanine
    Loan Reserve
	5.01	KeyBank	375
    Metropolitan Drive	 
	5.02	KeyBank	10700
    Farrow Road	 
	5.03	KeyBank	2500
    Saint Matthews Road	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 
	5.06	KeyBank	1235
    Commerce Drive	 
	5.07	KeyBank	220
    Commerce Road	 
	5.08	KeyBank	1001-1005
    Technology Drive	 
	5.09	KeyBank	209
    Flintlake Road	 
	5.10	KeyBank	2050
    American Italian Way	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 
	5.12	KeyBank	1255
    Commerce Drive	 
	5.13	KeyBank	3430
    Platt Springs Road	 
	5.14	KeyBank	3260
    Southport Road	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 
	5.16	KeyBank	1025
    Technology Drive	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	 
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 
	6.05	SGFC	Walgreens
    - Midland, MI	 
	6.06	SGFC	Walgreens
    - Racine, WI	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Other
    Monthly Description
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	 
	7.01	KeyBank	SmartStop
    - Plant City	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 
	7.03	KeyBank	SmartStop
    - Puyallup	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 
	7.05	KeyBank	SmartStop
    - Texas City	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 
	7.07	KeyBank	SmartStop
    - Riverside	 
	8	KeyBank	Acuity
    Portfolio	 
	8.01	KeyBank	201
    West 92nd Street	 
	8.02	KeyBank	200
    West 93rd Street	 
	8.03	KeyBank	780
    Riverside Drive	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 
	8.05	KeyBank	3489
    Broadway	 
	8.06	KeyBank	884
    West End Avenue	 
	8.07	KeyBank	529-537
    East 81st Street	 
	8.08	KeyBank	730
    Riverside Drive	 
	8.09	KeyBank	1843
    1st Avenue	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Other
    Monthly Description
	8.10	KeyBank	432
    East 88th Street	 
	8.11	KeyBank	440
    Audubon Avenue	 
	8.12	KeyBank	66-70
    West 109th Street	 
	8.13	KeyBank	470
    West 23rd Street	 
	8.14	KeyBank	136
    & 144 West 111th Street	 
	8.15	KeyBank	140
    & 148 West 111th Street	 
	8.16	KeyBank	237
    1st Avenue	 
	8.17	KeyBank	589
    Riverside Drive	 
	8.18	KeyBank	132-134
    West 109th Street	 
	8.19	KeyBank	480
    Humboldt Street	 
	8.20	KeyBank	2
    West 125th Street	 
	8.21	KeyBank	61
    West 106th Street	 
	8.22	KeyBank	1741
    1st Avenue	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 
	8.24	KeyBank	2330
    7th Avenue	 
	8.25	KeyBank	132
    Sherman Avenue	 
	8.26	KeyBank	245
    Flatbush Avenue	 
	8.27	KeyBank	240
    East 85th Street	 
	9	Barclays	F5
    Tower	Lease
    Sweep Reserve
	10	SGFC	The
    Arbors	Special
    Rollover Reserve
	11	Natixis	Santa
    Monica Physician’s Center	 
	12	Natixis	725
    Fourth Avenue	 
	13	Barclays	650
    Madison Avenue	 
	14	Barclays	One
    Stockton	 
	15	RREF	Vernon
    Tower	 
	16	Barclays	One
    Bel Air	 
	17	SGFC	Meridian
    One Colorado	Special
    Rollover Reserve
	18	KeyBank	Time
    Out MHC Portfolio	 
	18.01	KeyBank	Laiken
    Estates	 
	18.02	KeyBank	Alamac
    Village	 
	18.03	KeyBank	Pine
    Run	 
	18.04	KeyBank	Taylor
    Park	 
	18.05	KeyBank	Wysteria
    Estates	 
	18.06	KeyBank	Abbott
    Park	 
	18.07	KeyBank	West
    Estates	 
	19	SGFC	Bronx
    Multifamily Portfolio	 
	19.01	SGFC	505
    East 184th Street	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Other
    Monthly Description
	19.02	SGFC	2334
    Washington Avenue	 
	19.03	SGFC	2607
    Jerome Avenue	 
	19.04	SGFC	2268
    Washington Avenue	 
	20	RREF	1st
    & Pine	Barsala
    Lease Deposit Reserve
	21	RREF	West
    Side Plaza	 
	22	KeyBank	Skyline
    MHC Portfolio	 
	22.01	KeyBank	Desert
    Shores Estates MHC	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 
	22.03	KeyBank	Desert
    Haven MHC	 
	22.04	KeyBank	Oak
    Meadows MHC	 
	22.05	KeyBank	Sun
    City MHC	 
	22.06	KeyBank	Carla
    Ridge Estates	 
	23	RREF	GDR
    Manassas	 
	24	RREF	DFW
    Retail Portfolio	 
	24.01	RREF	Keller
    Marketplace	 
	24.02	RREF	Grand
    Central Crossing	 
	24.03	RREF	Summer
    Creek Plaza	 
	24.04	RREF	Kelly
    Plaza	 
	25	Natixis	Simply
    Space Self Storage Merced	 
	26	KeyBank	Kemper
    Pointe	 
	27	KeyBank	Extra
    Space Storage Phoenix	 
	28	KeyBank	40
    & 50 Beaver Street	 
	29	Barclays	The
    Storage Depot	 
	30	RREF	Silver
    Creek Apartments Portfolio	 
	30.01	RREF	Silver
    Creek Apartments	 
	30.02	RREF	Cardinal
    Creek Apartments	 
	31	RREF	Twelve
    Oaks RV Resort	 
	32	KeyBank	Cape
    Coral and Dunedin	 
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 
	32.02	KeyBank	625
    Del Prado Boulevard	 
	32.03	KeyBank	665
    Del Prado Boulevard	 
	33	RREF	Advantage
    Self-Storage	 
	34	KeyBank	StorQuest
    Self Storage - Honolulu	 
	35	KeyBank	Cool
    Creek Village	Major
    Tenant Rollover Reserve
	36	KeyBank	Hogan
    Self Storage	 
	37	KeyBank	Laborers
    Union Building	 
	38	KeyBank	7-Eleven
    - 351 Bowery	 
	39	KeyBank	StorQuest
    Self Storage - Apache	 
	40	RREF	Ranch
    at Cooper River Apartments	 
	41	KeyBank	StorQuest
    Self Storage - Tucson	 
	42	KeyBank	Combs
    Mini Storage	 
	43	KeyBank	Brookside
    MHC	 
	44	KeyBank	StorQuest
    Self Storage - Phoenix	 
	45	KeyBank	Hermann
    Oaks MHC	 
	46	KeyBank	Katy
    Village MHC	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Other
    Monthly Description
	47	RREF	Sharidon
    MHP	 
	48	RREF	Dollar
    General-Becker, MN	 
	49	RREF	Dollar
    General-Kincheloe, MI	 




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 

	Sequence
    #	Seller	Property
    Name	Monthly
    Other Reserve	Other
    Reserve Cap
	1	Barclays	Parkmerced	0
    	 
	2	Barclays	525
    Market Street	Springing	$60
    per SF
	3	SGFC	The
    Cove at Tiburon	Springing	 
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	0
    	 
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	Springing	 
	5.01	KeyBank	375
    Metropolitan Drive	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 
	5.07	KeyBank	220
    Commerce Road	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 
	5.14	KeyBank	3260
    Southport Road	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	0
    	 
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Monthly
    Other Reserve	Other
    Reserve Cap
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	0
    	 
	7.01	KeyBank	SmartStop
    - Plant City	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 
	8	KeyBank	Acuity
    Portfolio	0
    	 
	8.01	KeyBank	201
    West 92nd Street	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 
	8.05	KeyBank	3489
    Broadway	 	 
	8.06	KeyBank	884
    West End Avenue	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Monthly
    Other Reserve	Other
    Reserve Cap
	8.10	KeyBank	432
    East 88th Street	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 
	8.16	KeyBank	237
    1st Avenue	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 
	8.20	KeyBank	2
    West 125th Street	 	 
	8.21	KeyBank	61
    West 106th Street	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 
	8.27	KeyBank	240
    East 85th Street	 	 
	9	Barclays	F5
    Tower	Springing	Various
	10	SGFC	The
    Arbors	Springing	 
	11	Natixis	Santa
    Monica Physician’s Center	0
    	 
	12	Natixis	725
    Fourth Avenue	0
    	 
	13	Barclays	650
    Madison Avenue	0
    	 
	14	Barclays	One
    Stockton	0
    	 
	15	RREF	Vernon
    Tower	0
    	 
	16	Barclays	One
    Bel Air	0
    	 
	17	SGFC	Meridian
    One Colorado	Springing	 
	18	KeyBank	Time
    Out MHC Portfolio	0
    	 
	18.01	KeyBank	Laiken
    Estates	 	 
	18.02	KeyBank	Alamac
    Village	 	 
	18.03	KeyBank	Pine
    Run	 	 
	18.04	KeyBank	Taylor
    Park	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 
	18.06	KeyBank	Abbott
    Park	 	 
	18.07	KeyBank	West
    Estates	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	0
    	 
	19.01	SGFC	505
    East 184th Street	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Monthly
    Other Reserve	Other
    Reserve Cap
	19.02	SGFC	2334
    Washington Avenue	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 
	20	RREF	1st
    & Pine	Springing	 
	21	RREF	West
    Side Plaza	0
    	 
	22	KeyBank	Skyline
    MHC Portfolio	0
    	 
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 
	22.05	KeyBank	Sun
    City MHC	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 
	23	RREF	GDR
    Manassas	0
    	 
	24	RREF	DFW
    Retail Portfolio	0
    	 
	24.01	RREF	Keller
    Marketplace	 	 
	24.02	RREF	Grand
    Central Crossing	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 
	24.04	RREF	Kelly
    Plaza	 	 
	25	Natixis	Simply
    Space Self Storage Merced	0
    	 
	26	KeyBank	Kemper
    Pointe	0
    	 
	27	KeyBank	Extra
    Space Storage Phoenix	0
    	 
	28	KeyBank	40
    & 50 Beaver Street	0
    	 
	29	Barclays	The
    Storage Depot	0
    	 
	30	RREF	Silver
    Creek Apartments Portfolio	0
    	 
	30.01	RREF	Silver
    Creek Apartments	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 
	31	RREF	Twelve
    Oaks RV Resort	0
    	 
	32	KeyBank	Cape
    Coral and Dunedin	0
    	 
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 
	33	RREF	Advantage
    Self-Storage	0
    	 
	34	KeyBank	StorQuest
    Self Storage - Honolulu	0
    	 
	35	KeyBank	Cool
    Creek Village	Springing	 
	36	KeyBank	Hogan
    Self Storage	0
    	 
	37	KeyBank	Laborers
    Union Building	0
    	 
	38	KeyBank	7-Eleven
    - 351 Bowery	0
    	 
	39	KeyBank	StorQuest
    Self Storage - Apache	0
    	 
	40	RREF	Ranch
    at Cooper River Apartments	0
    	 
	41	KeyBank	StorQuest
    Self Storage - Tucson	0
    	 
	42	KeyBank	Combs
    Mini Storage	0
    	 
	43	KeyBank	Brookside
    MHC	0
    	 
	44	KeyBank	StorQuest
    Self Storage - Phoenix	0
    	 
	45	KeyBank	Hermann
    Oaks MHC	0
    	 
	46	KeyBank	Katy
    Village MHC	0
    	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Monthly
    Other Reserve	Other
    Reserve Cap
	47	RREF	Sharidon
    MHP	0
    	 
	48	RREF	Dollar
    General-Becker, MN	0
    	 
	49	RREF	Dollar
    General-Kincheloe, MI	0
    	 




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 

	Sequence
    #	Seller	Property
    Name	Other
    Reserve Cash or LOC	Counterparty
    of Other Escrow LOC
	1	Barclays	Parkmerced	 	 
	2	Barclays	525
    Market Street	Cash	 
	3	SGFC	The
    Cove at Tiburon	 	 
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	 	 
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	Cash	 
	5.01	KeyBank	375
    Metropolitan Drive	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 
	5.07	KeyBank	220
    Commerce Road	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 
	5.14	KeyBank	3260
    Southport Road	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	Cash	 
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Other
    Reserve Cash or LOC	Counterparty
    of Other Escrow LOC
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	 	 
	7.01	KeyBank	SmartStop
    - Plant City	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 
	8	KeyBank	Acuity
    Portfolio	Cash	 
	8.01	KeyBank	201
    West 92nd Street	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 
	8.05	KeyBank	3489
    Broadway	 	 
	8.06	KeyBank	884
    West End Avenue	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Other
    Reserve Cash or LOC	Counterparty
    of Other Escrow LOC
	8.10	KeyBank	432
    East 88th Street	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 
	8.16	KeyBank	237
    1st Avenue	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 
	8.20	KeyBank	2
    West 125th Street	 	 
	8.21	KeyBank	61
    West 106th Street	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 
	8.27	KeyBank	240
    East 85th Street	 	 
	9	Barclays	F5
    Tower	 	 
	10	SGFC	The
    Arbors	 	 
	11	Natixis	Santa
    Monica Physician’s Center	Cash	 
	12	Natixis	725
    Fourth Avenue	Cash	 
	13	Barclays	650
    Madison Avenue	Cash	 
	14	Barclays	One
    Stockton	 	 
	15	RREF	Vernon
    Tower	Cash	 
	16	Barclays	One
    Bel Air	 	 
	17	SGFC	Meridian
    One Colorado	Cash	 
	18	KeyBank	Time
    Out MHC Portfolio	 	 
	18.01	KeyBank	Laiken
    Estates	 	 
	18.02	KeyBank	Alamac
    Village	 	 
	18.03	KeyBank	Pine
    Run	 	 
	18.04	KeyBank	Taylor
    Park	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 
	18.06	KeyBank	Abbott
    Park	 	 
	18.07	KeyBank	West
    Estates	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	 	 
	19.01	SGFC	505
    East 184th Street	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Other
    Reserve Cash or LOC	Counterparty
    of Other Escrow LOC
	19.02	SGFC	2334
    Washington Avenue	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 
	20	RREF	1st
    & Pine	 	 
	21	RREF	West
    Side Plaza	Cash	 
	22	KeyBank	Skyline
    MHC Portfolio	 	 
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 
	22.05	KeyBank	Sun
    City MHC	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 
	23	RREF	GDR
    Manassas	 	 
	24	RREF	DFW
    Retail Portfolio	Cash	 
	24.01	RREF	Keller
    Marketplace	 	 
	24.02	RREF	Grand
    Central Crossing	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 
	24.04	RREF	Kelly
    Plaza	 	 
	25	Natixis	Simply
    Space Self Storage Merced	 	 
	26	KeyBank	Kemper
    Pointe	 	 
	27	KeyBank	Extra
    Space Storage Phoenix	 	 
	28	KeyBank	40
    & 50 Beaver Street	 	 
	29	Barclays	The
    Storage Depot	 	 
	30	RREF	Silver
    Creek Apartments Portfolio	 	 
	30.01	RREF	Silver
    Creek Apartments	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 
	31	RREF	Twelve
    Oaks RV Resort	 	 
	32	KeyBank	Cape
    Coral and Dunedin	 	 
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 
	33	RREF	Advantage
    Self-Storage	 	 
	34	KeyBank	StorQuest
    Self Storage - Honolulu	 	 
	35	KeyBank	Cool
    Creek Village	 	 
	36	KeyBank	Hogan
    Self Storage	 	 
	37	KeyBank	Laborers
    Union Building	Cash	 
	38	KeyBank	7-Eleven
    - 351 Bowery	 	 
	39	KeyBank	StorQuest
    Self Storage - Apache	 	 
	40	RREF	Ranch
    at Cooper River Apartments	 	 
	41	KeyBank	StorQuest
    Self Storage - Tucson	 	 
	42	KeyBank	Combs
    Mini Storage	 	 
	43	KeyBank	Brookside
    MHC	Cash	 
	44	KeyBank	StorQuest
    Self Storage - Phoenix	 	 
	45	KeyBank	Hermann
    Oaks MHC	 	 
	46	KeyBank	Katy
    Village MHC	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Other
    Reserve Cash or LOC	Counterparty
    of Other Escrow LOC
	47	RREF	Sharidon
    MHP	 	 
	48	RREF	Dollar
    General-Becker, MN	 	 
	49	RREF	Dollar
    General-Kincheloe, MI	 	 




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 

	Sequence
    #	Seller	Property
    Name	Holdback
    Amt	Description
    of LOC	Letter
    of Credit
	1	Barclays	Parkmerced	NAP	NAP	No
	2	Barclays	525
    Market Street	NAP	NAP	No
	3	SGFC	The
    Cove at Tiburon	NAP	NAP	No
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	NAP	NAP	No
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 	 	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 	 	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 	 	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 	 	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 	 	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 	 	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 	 	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 	 	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 	 	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 	 	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 	 	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 	 	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	NAP	NAP	No
	5.01	KeyBank	375
    Metropolitan Drive	 	 	 
	5.02	KeyBank	10700
    Farrow Road	 	 	 
	5.03	KeyBank	2500
    Saint Matthews Road	 	 	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 	 	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 	 	 
	5.06	KeyBank	1235
    Commerce Drive	 	 	 
	5.07	KeyBank	220
    Commerce Road	 	 	 
	5.08	KeyBank	1001-1005
    Technology Drive	 	 	 
	5.09	KeyBank	209
    Flintlake Road	 	 	 
	5.10	KeyBank	2050
    American Italian Way	 	 	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 	 	 
	5.12	KeyBank	1255
    Commerce Drive	 	 	 
	5.13	KeyBank	3430
    Platt Springs Road	 	 	 
	5.14	KeyBank	3260
    Southport Road	 	 	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 	 	 
	5.16	KeyBank	1025
    Technology Drive	 	 	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	NAP	NAP	No
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 	 	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 	 	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 	 	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 	 	 
	6.05	SGFC	Walgreens
    - Midland, MI	 	 	 
	6.06	SGFC	Walgreens
    - Racine, WI	 	 	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 	 	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Holdback
    Amt	Description
    of LOC	Letter
    of Credit
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 	 	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 	 	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 	 	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 	 	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 	 	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 	 	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 	 	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 	 	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 	 	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 	 	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 	 	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 	 	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 	 	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 	 	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 	 	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 	 	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 	 	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 	 	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 	 	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	NAP	NAP	No
	7.01	KeyBank	SmartStop
    - Plant City	 	 	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 	 	 
	7.03	KeyBank	SmartStop
    - Puyallup	 	 	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 	 	 
	7.05	KeyBank	SmartStop
    - Texas City	 	 	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 	 	 
	7.07	KeyBank	SmartStop
    - Riverside	 	 	 
	8	KeyBank	Acuity
    Portfolio	NAP	NAP	No
	8.01	KeyBank	201
    West 92nd Street	 	 	 
	8.02	KeyBank	200
    West 93rd Street	 	 	 
	8.03	KeyBank	780
    Riverside Drive	 	 	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 	 	 
	8.05	KeyBank	3489
    Broadway	 	 	 
	8.06	KeyBank	884
    West End Avenue	 	 	 
	8.07	KeyBank	529-537
    East 81st Street	 	 	 
	8.08	KeyBank	730
    Riverside Drive	 	 	 
	8.09	KeyBank	1843
    1st Avenue	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Holdback
    Amt	Description
    of LOC	Letter
    of Credit
	8.10	KeyBank	432
    East 88th Street	 	 	 
	8.11	KeyBank	440
    Audubon Avenue	 	 	 
	8.12	KeyBank	66-70
    West 109th Street	 	 	 
	8.13	KeyBank	470
    West 23rd Street	 	 	 
	8.14	KeyBank	136
    & 144 West 111th Street	 	 	 
	8.15	KeyBank	140
    & 148 West 111th Street	 	 	 
	8.16	KeyBank	237
    1st Avenue	 	 	 
	8.17	KeyBank	589
    Riverside Drive	 	 	 
	8.18	KeyBank	132-134
    West 109th Street	 	 	 
	8.19	KeyBank	480
    Humboldt Street	 	 	 
	8.20	KeyBank	2
    West 125th Street	 	 	 
	8.21	KeyBank	61
    West 106th Street	 	 	 
	8.22	KeyBank	1741
    1st Avenue	 	 	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 	 	 
	8.24	KeyBank	2330
    7th Avenue	 	 	 
	8.25	KeyBank	132
    Sherman Avenue	 	 	 
	8.26	KeyBank	245
    Flatbush Avenue	 	 	 
	8.27	KeyBank	240
    East 85th Street	 	 	 
	9	Barclays	F5
    Tower	NAP	NAP	No
	10	SGFC	The
    Arbors	NAP	NAP	No
	11	Natixis	Santa
    Monica Physician’s Center	2,285,000
    	NAP	No
	12	Natixis	725
    Fourth Avenue	NAP	NAP	No
	13	Barclays	650
    Madison Avenue	NAP	NAP	No
	14	Barclays	One
    Stockton	NAP	NAP	No
	15	RREF	Vernon
    Tower	NAP	NAP	No
	16	Barclays	One
    Bel Air	NAP	NAP	No
	17	SGFC	Meridian
    One Colorado	NAP	NAP	No
	18	KeyBank	Time
    Out MHC Portfolio	NAP	NAP	No
	18.01	KeyBank	Laiken
    Estates	 	 	 
	18.02	KeyBank	Alamac
    Village	 	 	 
	18.03	KeyBank	Pine
    Run	 	 	 
	18.04	KeyBank	Taylor
    Park	 	 	 
	18.05	KeyBank	Wysteria
    Estates	 	 	 
	18.06	KeyBank	Abbott
    Park	 	 	 
	18.07	KeyBank	West
    Estates	 	 	 
	19	SGFC	Bronx
    Multifamily Portfolio	NAP	NAP	No
	19.01	SGFC	505
    East 184th Street	 	 	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Holdback
    Amt	Description
    of LOC	Letter
    of Credit
	19.02	SGFC	2334
    Washington Avenue	 	 	 
	19.03	SGFC	2607
    Jerome Avenue	 	 	 
	19.04	SGFC	2268
    Washington Avenue	 	 	 
	20	RREF	1st
    & Pine	NAP	NAP	No
	21	RREF	West
    Side Plaza	NAP	NAP	No
	22	KeyBank	Skyline
    MHC Portfolio	NAP	NAP	No
	22.01	KeyBank	Desert
    Shores Estates MHC	 	 	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 	 	 
	22.03	KeyBank	Desert
    Haven MHC	 	 	 
	22.04	KeyBank	Oak
    Meadows MHC	 	 	 
	22.05	KeyBank	Sun
    City MHC	 	 	 
	22.06	KeyBank	Carla
    Ridge Estates	 	 	 
	23	RREF	GDR
    Manassas	NAP	NAP	No
	24	RREF	DFW
    Retail Portfolio	NAP	NAP	No
	24.01	RREF	Keller
    Marketplace	 	 	 
	24.02	RREF	Grand
    Central Crossing	 	 	 
	24.03	RREF	Summer
    Creek Plaza	 	 	 
	24.04	RREF	Kelly
    Plaza	 	 	 
	25	Natixis	Simply
    Space Self Storage Merced	NAP	NAP	No
	26	KeyBank	Kemper
    Pointe	NAP	NAP	No
	27	KeyBank	Extra
    Space Storage Phoenix	NAP	NAP	No
	28	KeyBank	40
    & 50 Beaver Street	NAP	NAP	No
	29	Barclays	The
    Storage Depot	NAP	NAP	No
	30	RREF	Silver
    Creek Apartments Portfolio	NAP	NAP	No
	30.01	RREF	Silver
    Creek Apartments	 	 	 
	30.02	RREF	Cardinal
    Creek Apartments	 	 	 
	31	RREF	Twelve
    Oaks RV Resort	NAP	NAP	No
	32	KeyBank	Cape
    Coral and Dunedin	NAP	NAP	No
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 	 	 
	32.02	KeyBank	625
    Del Prado Boulevard	 	 	 
	32.03	KeyBank	665
    Del Prado Boulevard	 	 	 
	33	RREF	Advantage
    Self-Storage	NAP	NAP	No
	34	KeyBank	StorQuest
    Self Storage - Honolulu	NAP	NAP	No
	35	KeyBank	Cool
    Creek Village	NAP	NAP	No
	36	KeyBank	Hogan
    Self Storage	NAP	NAP	No
	37	KeyBank	Laborers
    Union Building	NAP	NAP	No
	38	KeyBank	7-Eleven
    - 351 Bowery	NAP	NAP	No
	39	KeyBank	StorQuest
    Self Storage - Apache	NAP	NAP	No
	40	RREF	Ranch
    at Cooper River Apartments	NAP	NAP	No
	41	KeyBank	StorQuest
    Self Storage - Tucson	NAP	NAP	No
	42	KeyBank	Combs
    Mini Storage	NAP	NAP	No
	43	KeyBank	Brookside
    MHC	NAP	NAP	No
	44	KeyBank	StorQuest
    Self Storage - Phoenix	NAP	NAP	No
	45	KeyBank	Hermann
    Oaks MHC	NAP	NAP	No
	46	KeyBank	Katy
    Village MHC	NAP	NAP	No




      


     


    

	Sequence
    #	Seller	Property
    Name	Holdback
    Amt	Description
    of LOC	Letter
    of Credit
	47	RREF	Sharidon
    MHP	NAP	NAP	No
	48	RREF	Dollar
    General-Becker, MN	NAP	NAP	No
	49	RREF	Dollar
    General-Kincheloe, MI	NAP	NAP	No




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 

	Sequence
    #	Seller	Property
    Name	Lockbox
    Type
	1	Barclays	Parkmerced	Soft
	2	Barclays	525
    Market Street	Hard
	3	SGFC	The
    Cove at Tiburon	Soft
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	Springing
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	Springing
	5.01	KeyBank	375
    Metropolitan Drive	 
	5.02	KeyBank	10700
    Farrow Road	 
	5.03	KeyBank	2500
    Saint Matthews Road	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 
	5.06	KeyBank	1235
    Commerce Drive	 
	5.07	KeyBank	220
    Commerce Road	 
	5.08	KeyBank	1001-1005
    Technology Drive	 
	5.09	KeyBank	209
    Flintlake Road	 
	5.10	KeyBank	2050
    American Italian Way	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 
	5.12	KeyBank	1255
    Commerce Drive	 
	5.13	KeyBank	3430
    Platt Springs Road	 
	5.14	KeyBank	3260
    Southport Road	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 
	5.16	KeyBank	1025
    Technology Drive	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	Hard
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 
	6.05	SGFC	Walgreens
    - Midland, MI	 
	6.06	SGFC	Walgreens
    - Racine, WI	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Lockbox
    Type
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	Springing
	7.01	KeyBank	SmartStop
    - Plant City	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 
	7.03	KeyBank	SmartStop
    - Puyallup	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 
	7.05	KeyBank	SmartStop
    - Texas City	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 
	7.07	KeyBank	SmartStop
    - Riverside	 
	8	KeyBank	Acuity
    Portfolio	Springing
	8.01	KeyBank	201
    West 92nd Street	 
	8.02	KeyBank	200
    West 93rd Street	 
	8.03	KeyBank	780
    Riverside Drive	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 
	8.05	KeyBank	3489
    Broadway	 
	8.06	KeyBank	884
    West End Avenue	 
	8.07	KeyBank	529-537
    East 81st Street	 
	8.08	KeyBank	730
    Riverside Drive	 
	8.09	KeyBank	1843
    1st Avenue	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Lockbox
    Type
	8.10	KeyBank	432
    East 88th Street	 
	8.11	KeyBank	440
    Audubon Avenue	 
	8.12	KeyBank	66-70
    West 109th Street	 
	8.13	KeyBank	470
    West 23rd Street	 
	8.14	KeyBank	136
    & 144 West 111th Street	 
	8.15	KeyBank	140
    & 148 West 111th Street	 
	8.16	KeyBank	237
    1st Avenue	 
	8.17	KeyBank	589
    Riverside Drive	 
	8.18	KeyBank	132-134
    West 109th Street	 
	8.19	KeyBank	480
    Humboldt Street	 
	8.20	KeyBank	2
    West 125th Street	 
	8.21	KeyBank	61
    West 106th Street	 
	8.22	KeyBank	1741
    1st Avenue	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 
	8.24	KeyBank	2330
    7th Avenue	 
	8.25	KeyBank	132
    Sherman Avenue	 
	8.26	KeyBank	245
    Flatbush Avenue	 
	8.27	KeyBank	240
    East 85th Street	 
	9	Barclays	F5
    Tower	Hard
	10	SGFC	The
    Arbors	Hard
	11	Natixis	Santa
    Monica Physician’s Center	Hard
	12	Natixis	725
    Fourth Avenue	Soft
	13	Barclays	650
    Madison Avenue	Hard
	14	Barclays	One
    Stockton	Hard
	15	RREF	Vernon
    Tower	Springing
	16	Barclays	One
    Bel Air	Soft
	17	SGFC	Meridian
    One Colorado	Springing
	18	KeyBank	Time
    Out MHC Portfolio	Springing
	18.01	KeyBank	Laiken
    Estates	 
	18.02	KeyBank	Alamac
    Village	 
	18.03	KeyBank	Pine
    Run	 
	18.04	KeyBank	Taylor
    Park	 
	18.05	KeyBank	Wysteria
    Estates	 
	18.06	KeyBank	Abbott
    Park	 
	18.07	KeyBank	West
    Estates	 
	19	SGFC	Bronx
    Multifamily Portfolio	Soft
	19.01	SGFC	505
    East 184th Street	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Lockbox
    Type
	19.02	SGFC	2334
    Washington Avenue	 
	19.03	SGFC	2607
    Jerome Avenue	 
	19.04	SGFC	2268
    Washington Avenue	 
	20	RREF	1st
    & Pine	Springing
	21	RREF	West
    Side Plaza	Springing
	22	KeyBank	Skyline
    MHC Portfolio	Springing
	22.01	KeyBank	Desert
    Shores Estates MHC	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 
	22.03	KeyBank	Desert
    Haven MHC	 
	22.04	KeyBank	Oak
    Meadows MHC	 
	22.05	KeyBank	Sun
    City MHC	 
	22.06	KeyBank	Carla
    Ridge Estates	 
	23	RREF	GDR
    Manassas	Hard
    
	24	RREF	DFW
    Retail Portfolio	Springing
	24.01	RREF	Keller
    Marketplace	 
	24.02	RREF	Grand
    Central Crossing	 
	24.03	RREF	Summer
    Creek Plaza	 
	24.04	RREF	Kelly
    Plaza	 
	25	Natixis	Simply
    Space Self Storage Merced	Hard
	26	KeyBank	Kemper
    Pointe	Springing
	27	KeyBank	Extra
    Space Storage Phoenix	Springing
	28	KeyBank	40
    & 50 Beaver Street	Soft
	29	Barclays	The
    Storage Depot	Springing
	30	RREF	Silver
    Creek Apartments Portfolio	Springing
	30.01	RREF	Silver
    Creek Apartments	 
	30.02	RREF	Cardinal
    Creek Apartments	 
	31	RREF	Twelve
    Oaks RV Resort	Springing
	32	KeyBank	Cape
    Coral and Dunedin	Soft
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 
	32.02	KeyBank	625
    Del Prado Boulevard	 
	32.03	KeyBank	665
    Del Prado Boulevard	 
	33	RREF	Advantage
    Self-Storage	Springing
	34	KeyBank	StorQuest
    Self Storage - Honolulu	Springing
	35	KeyBank	Cool
    Creek Village	Hard
	36	KeyBank	Hogan
    Self Storage	Springing
	37	KeyBank	Laborers
    Union Building	Springing
	38	KeyBank	7-Eleven
    - 351 Bowery	Hard
	39	KeyBank	StorQuest
    Self Storage - Apache	Springing
	40	RREF	Ranch
    at Cooper River Apartments	Springing
	41	KeyBank	StorQuest
    Self Storage - Tucson	Springing
	42	KeyBank	Combs
    Mini Storage	Springing
	43	KeyBank	Brookside
    MHC	Springing
	44	KeyBank	StorQuest
    Self Storage - Phoenix	Springing
	45	KeyBank	Hermann
    Oaks MHC	None
	46	KeyBank	Katy
    Village MHC	None




      


     


    

	Sequence
    #	Seller	Property
    Name	Lockbox
    Type
	47	RREF	Sharidon
    MHP	Springing
	48	RREF	Dollar
    General-Becker, MN	Hard
	49	RREF	Dollar
    General-Kincheloe, MI	Hard




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 

	Sequence
    #	Seller	Property
    Name	Borrower
    Name
	1	Barclays	Parkmerced	Parkmerced
    Owner LLC
	2	Barclays	525
    Market Street	Knickerbocker
    Properties, Inc. XXXIII
	3	SGFC	The
    Cove at Tiburon	RP
    Maximus Cove Owner, L.L.C.
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	Self-Storage
    Portfolio X DST
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	Weston
    SCIP 1 LLC, Weston SCIP 2050 Italian American Way LLC
	5.01	KeyBank	375
    Metropolitan Drive	 
	5.02	KeyBank	10700
    Farrow Road	 
	5.03	KeyBank	2500
    Saint Matthews Road	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 
	5.06	KeyBank	1235
    Commerce Drive	 
	5.07	KeyBank	220
    Commerce Road	 
	5.08	KeyBank	1001-1005
    Technology Drive	 
	5.09	KeyBank	209
    Flintlake Road	 
	5.10	KeyBank	2050
    American Italian Way	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 
	5.12	KeyBank	1255
    Commerce Drive	 
	5.13	KeyBank	3430
    Platt Springs Road	 
	5.14	KeyBank	3260
    Southport Road	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 
	5.16	KeyBank	1025
    Technology Drive	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	ExchangeRight
    Net Leased Portfolio 32 DST
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 
	6.05	SGFC	Walgreens
    - Midland, MI	 
	6.06	SGFC	Walgreens
    - Racine, WI	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Borrower
    Name
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	SST
    IV 1610 Jim Johnson Rd, LLC, SST IV 1401 N Meridian Ave, LLC, SST IV 2555 W Centennial Pkwy, LLC, SST IV 8020 Las Vegas Blvd
    S, LLC, SST IV 3167 Van Buren Blvd, LLC, SST IV 3730 Emmett F Lowry Expy, LLC, SST IV 1105 NE Industrial Blvd, LLC
	7.01	KeyBank	SmartStop
    - Plant City	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 
	7.03	KeyBank	SmartStop
    - Puyallup	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 
	7.05	KeyBank	SmartStop
    - Texas City	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 
	7.07	KeyBank	SmartStop
    - Riverside	 
	8	KeyBank	Acuity
    Portfolio	61
    West 106 LLC, 132 West 109 Property LLC, W 111th Portfolio Owner LLC, W 111th Portfolio II Owner LLC, 237 First LLC, 240 East
    85 Owner LLC, Clinton 43 Holdings Owner LLC, East 88th Street Owner LLC, 480 Humboldt Owner LLC, 587 Riverside Owner LLC,
    730 Riverside Drive Property Owner LLC, 780 Riverside LLC, 884 Westend Owner LLC, 1741 First Owner LLC, East River 95 Owner
    LLC, 2090 Amsterdam Owner LLC, 2330 Seventh Owner LLC, 3489 Broadway LLC, Five on 81 Owner LLC, 125 Realty Property Owner
    LLC, 125 Realty Tenant Owner LLC, 470 West 23 Owner LLC, 470 West 23 Tenant Owner LLC, West 109 Realty Owner LLC, 92 Equities
    Owner LLC, Next to 92 Equities Owner LLC, 440 Audubon Owner LLC, 245 Flatbush Owner LLC, 132 Sherman Owner LLC
	8.01	KeyBank	201
    West 92nd Street	 
	8.02	KeyBank	200
    West 93rd Street	 
	8.03	KeyBank	780
    Riverside Drive	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 
	8.05	KeyBank	3489
    Broadway	 
	8.06	KeyBank	884
    West End Avenue	 
	8.07	KeyBank	529-537
    East 81st Street	 
	8.08	KeyBank	730
    Riverside Drive	 
	8.09	KeyBank	1843
    1st Avenue	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Borrower
    Name
	8.10	KeyBank	432
    East 88th Street	 
	8.11	KeyBank	440
    Audubon Avenue	 
	8.12	KeyBank	66-70
    West 109th Street	 
	8.13	KeyBank	470
    West 23rd Street	 
	8.14	KeyBank	136
    & 144 West 111th Street	 
	8.15	KeyBank	140
    & 148 West 111th Street	 
	8.16	KeyBank	237
    1st Avenue	 
	8.17	KeyBank	589
    Riverside Drive	 
	8.18	KeyBank	132-134
    West 109th Street	 
	8.19	KeyBank	480
    Humboldt Street	 
	8.20	KeyBank	2
    West 125th Street	 
	8.21	KeyBank	61
    West 106th Street	 
	8.22	KeyBank	1741
    1st Avenue	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 
	8.24	KeyBank	2330
    7th Avenue	 
	8.25	KeyBank	132
    Sherman Avenue	 
	8.26	KeyBank	245
    Flatbush Avenue	 
	8.27	KeyBank	240
    East 85th Street	 
	9	Barclays	F5
    Tower	Seattle
    801 Fifth Owner LLC
	10	SGFC	The
    Arbors	LAX
    Sixth Avenue Arbors Equities LLC, LAX Arbors Equities LLC
	11	Natixis	Santa
    Monica Physician’s Center	SMMB
    Holdings, LLC
	12	Natixis	725
    Fourth Avenue	725
    4th Owner LLC
	13	Barclays	650
    Madison Avenue	650
    Madison Owner LLC
	14	Barclays	One
    Stockton	One
    Stockton Realty LLC
	15	RREF	Vernon
    Tower	Vernon
    Tower LLC
	16	Barclays	One
    Bel Air	Bel
    Air Grand Estates LLC
	17	SGFC	Meridian
    One Colorado	Denver
    Meridian Equities LLC
	18	KeyBank	Time
    Out MHC Portfolio	Abbott
    Park MHC LLC, Alamac Village MHP LLC, Laiken Estates MHC, LLC, Pine Run Park MHP LLC, Taylor Park MHC LLC, West Estates MHC
    LLC, Wysteria Village MHC LLC
	18.01	KeyBank	Laiken
    Estates	 
	18.02	KeyBank	Alamac
    Village	 
	18.03	KeyBank	Pine
    Run	 
	18.04	KeyBank	Taylor
    Park	 
	18.05	KeyBank	Wysteria
    Estates	 
	18.06	KeyBank	Abbott
    Park	 
	18.07	KeyBank	West
    Estates	 
	19	SGFC	Bronx
    Multifamily Portfolio	505
    Bronx Equities LLC, 2268 Bronx Equities LLC, 2334 Equities LLC, 2607 Equities LLC
	19.01	SGFC	505
    East 184th Street	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Borrower
    Name
	19.02	SGFC	2334
    Washington Avenue	 
	19.03	SGFC	2607
    Jerome Avenue	 
	19.04	SGFC	2268
    Washington Avenue	 
	20	RREF	1st
    & Pine	1st
    and Pine Property Owner LLC
	21	RREF	West
    Side Plaza	ECA
    Buligo West Side Partners, LP
	22	KeyBank	Skyline
    MHC Portfolio	Sun
    City MHP LLC, Desert Haven MHP LLC, Desert Shores Estates LLC, Noblesse Oblige Estates LLC, Carla Ridge Estates, LLC, Oak
    Meadows MHP LLC
	22.01	KeyBank	Desert
    Shores Estates MHC	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 
	22.03	KeyBank	Desert
    Haven MHC	 
	22.04	KeyBank	Oak
    Meadows MHC	 
	22.05	KeyBank	Sun
    City MHC	 
	22.06	KeyBank	Carla
    Ridge Estates	 
	23	RREF	GDR
    Manassas	GDR
    Manassas LLC
	24	RREF	DFW
    Retail Portfolio	CPV
    Texas Properties, LLC
	24.01	RREF	Keller
    Marketplace	 
	24.02	RREF	Grand
    Central Crossing	 
	24.03	RREF	Summer
    Creek Plaza	 
	24.04	RREF	Kelly
    Plaza	 
	25	Natixis	Simply
    Space Self Storage Merced	Simply
    Space LLC
	26	KeyBank	Kemper
    Pointe	Excelsior
    Kemper Pointe LLC
	27	KeyBank	Extra
    Space Storage Phoenix	3650
    West Broadway LLC
	28	KeyBank	40
    & 50 Beaver Street	40-50
    Beaver Realty LLC
	29	Barclays	The
    Storage Depot	GFSD
    Property A, LLC
	30	RREF	Silver
    Creek Apartments Portfolio	E-Town
    Rentals, LLC
	30.01	RREF	Silver
    Creek Apartments	 
	30.02	RREF	Cardinal
    Creek Apartments	 
	31	RREF	Twelve
    Oaks RV Resort	Vel
    Ventures, LLC
	32	KeyBank	Cape
    Coral and Dunedin	1121
    Overcash Drive LLC, 625 and 665 Del Prado LLC
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 
	32.02	KeyBank	625
    Del Prado Boulevard	 
	32.03	KeyBank	665
    Del Prado Boulevard	 
	33	RREF	Advantage
    Self-Storage	Sojourn
    Advantages SS, LLC
	34	KeyBank	StorQuest
    Self Storage - Honolulu	750
    UMI Storage Partners, LLC
	35	KeyBank	Cool
    Creek Village	FB
    Cool Creek, LLC
	36	KeyBank	Hogan
    Self Storage	Hogan
    Self Storage, Inc.
	37	KeyBank	Laborers
    Union Building	7135
    Sahara LLC
	38	KeyBank	7-Eleven
    - 351 Bowery	Khosla
    351 Bowery New York NY, LLC
	39	KeyBank	StorQuest
    Self Storage - Apache	10461
    E Apache SP, LLC
	40	RREF	Ranch
    at Cooper River Apartments	Carolina
    Ranch, LP
	41	KeyBank	StorQuest
    Self Storage - Tucson	6400
    Commerce SP, LLC, 6400 Commerce RV SP, LLC
	42	KeyBank	Combs
    Mini Storage	Combs
    Storage Delaware, LLC
	43	KeyBank	Brookside
    MHC	Neighbors
    of Brookside, LLC
	44	KeyBank	StorQuest
    Self Storage - Phoenix	10622
    W Indian School SP, LLC
	45	KeyBank	Hermann
    Oaks MHC	Trinity
    HO LP
	46	KeyBank	Katy
    Village MHC	Trinity
    KV LP




      


     


    

	Sequence
    #	Seller	Property
    Name	Borrower
    Name
	47	RREF	Sharidon
    MHP	Shar-I-Don
    2 LLC
	48	RREF	Dollar
    General-Becker, MN	LDG
    Becker MN LLC
	49	RREF	Dollar
    General-Kincheloe, MI	LDG
    Kincheloe MI LLC




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 

	Sequence
    #	Seller	Property
    Name	Sponsor
	1	Barclays	Parkmerced	Robert
    A. Rosania
	2	Barclays	525
    Market Street	New
    York State Teachers’ Retirement System, RREEF America REIT II, Inc.
	3	SGFC	The
    Cove at Tiburon	Robert
    A. Rosania
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	Inland
    Private Capital Corporation
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	Legacy
    Properties Group, Inc.
	5.01	KeyBank	375
    Metropolitan Drive	 
	5.02	KeyBank	10700
    Farrow Road	 
	5.03	KeyBank	2500
    Saint Matthews Road	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 
	5.06	KeyBank	1235
    Commerce Drive	 
	5.07	KeyBank	220
    Commerce Road	 
	5.08	KeyBank	1001-1005
    Technology Drive	 
	5.09	KeyBank	209
    Flintlake Road	 
	5.10	KeyBank	2050
    American Italian Way	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 
	5.12	KeyBank	1255
    Commerce Drive	 
	5.13	KeyBank	3430
    Platt Springs Road	 
	5.14	KeyBank	3260
    Southport Road	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 
	5.16	KeyBank	1025
    Technology Drive	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	David
    Fisher, Joshua Ungerecht, Warren Thomas, ExchangeRight Real Estate, LLC
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 
	6.05	SGFC	Walgreens
    - Midland, MI	 
	6.06	SGFC	Walgreens
    - Racine, WI	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Sponsor
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	Strategic
    Storage Trust IV, Inc.
	7.01	KeyBank	SmartStop
    - Plant City	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 
	7.03	KeyBank	SmartStop
    - Puyallup	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 
	7.05	KeyBank	SmartStop
    - Texas City	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 
	7.07	KeyBank	SmartStop
    - Riverside	 
	8	KeyBank	Acuity
    Portfolio	Eugene
    Mendlowits
	8.01	KeyBank	201
    West 92nd Street	 
	8.02	KeyBank	200
    West 93rd Street	 
	8.03	KeyBank	780
    Riverside Drive	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 
	8.05	KeyBank	3489
    Broadway	 
	8.06	KeyBank	884
    West End Avenue	 
	8.07	KeyBank	529-537
    East 81st Street	 
	8.08	KeyBank	730
    Riverside Drive	 
	8.09	KeyBank	1843
    1st Avenue	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Sponsor
	8.10	KeyBank	432
    East 88th Street	 
	8.11	KeyBank	440
    Audubon Avenue	 
	8.12	KeyBank	66-70
    West 109th Street	 
	8.13	KeyBank	470
    West 23rd Street	 
	8.14	KeyBank	136
    & 144 West 111th Street	 
	8.15	KeyBank	140
    & 148 West 111th Street	 
	8.16	KeyBank	237
    1st Avenue	 
	8.17	KeyBank	589
    Riverside Drive	 
	8.18	KeyBank	132-134
    West 109th Street	 
	8.19	KeyBank	480
    Humboldt Street	 
	8.20	KeyBank	2
    West 125th Street	 
	8.21	KeyBank	61
    West 106th Street	 
	8.22	KeyBank	1741
    1st Avenue	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 
	8.24	KeyBank	2330
    7th Avenue	 
	8.25	KeyBank	132
    Sherman Avenue	 
	8.26	KeyBank	245
    Flatbush Avenue	 
	8.27	KeyBank	240
    East 85th Street	 
	9	Barclays	F5
    Tower	FS
    KKR Capital Corp., FS KKR Capital Corp. II
	10	SGFC	The
    Arbors	William
    D. Felton
	11	Natixis	Santa
    Monica Physician’s Center	Albert
    Taban, The Albert and Azita Taban Living Trust U/A/D 5/11/2004
	12	Natixis	725
    Fourth Avenue	Isaac
    Kurtz
	13	Barclays	650
    Madison Avenue	Vornado
    Realty L.P., OPG Investment Holdings (US), LLC
	14	Barclays	One
    Stockton	Ben
    Ashkenazy
	15	RREF	Vernon
    Tower	Mikhael
    Heletz, Jacob Kenigsberg, Evelyn Kenigsberg
	16	Barclays	One
    Bel Air	Pedram
    Cohen
	17	SGFC	Meridian
    One Colorado	William
    D. Felton
	18	KeyBank	Time
    Out MHC Portfolio	Matthew
    Ring, Neil Carmichael Bender II
	18.01	KeyBank	Laiken
    Estates	 
	18.02	KeyBank	Alamac
    Village	 
	18.03	KeyBank	Pine
    Run	 
	18.04	KeyBank	Taylor
    Park	 
	18.05	KeyBank	Wysteria
    Estates	 
	18.06	KeyBank	Abbott
    Park	 
	18.07	KeyBank	West
    Estates	 
	19	SGFC	Bronx
    Multifamily Portfolio	Rick
    Kaminer
	19.01	SGFC	505
    East 184th Street	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Sponsor
	19.02	SGFC	2334
    Washington Avenue	 
	19.03	SGFC	2607
    Jerome Avenue	 
	19.04	SGFC	2268
    Washington Avenue	 
	20	RREF	1st
    & Pine	Jerry
    Wise
	21	RREF	West
    Side Plaza	Christopher
    Wild, Abraham Reichbach, Elliot Sasson
	22	KeyBank	Skyline
    MHC Portfolio	Allen
    Yadgari
	22.01	KeyBank	Desert
    Shores Estates MHC	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 
	22.03	KeyBank	Desert
    Haven MHC	 
	22.04	KeyBank	Oak
    Meadows MHC	 
	22.05	KeyBank	Sun
    City MHC	 
	22.06	KeyBank	Carla
    Ridge Estates	 
	23	RREF	GDR
    Manassas	BE
    Investments LLC
	24	RREF	DFW
    Retail Portfolio	Michael
    H. Grossfeld, Michael L. Kottwitz
	24.01	RREF	Keller
    Marketplace	 
	24.02	RREF	Grand
    Central Crossing	 
	24.03	RREF	Summer
    Creek Plaza	 
	24.04	RREF	Kelly
    Plaza	 
	25	Natixis	Simply
    Space Self Storage Merced	Warren
    W. Wainwright
	26	KeyBank	Kemper
    Pointe	Brian
    C. Adams, Abhishek Mathur
	27	KeyBank	Extra
    Space Storage Phoenix	James
    L. Ledwith
	28	KeyBank	40
    & 50 Beaver Street	Mahender
    R. Musuku, Srinivas Gattu, Subramaniyam Seetha-Raman, Kishore K. Ganji, Dinesh K. Jaiswal
	29	Barclays	The
    Storage Depot	Michael
    S. Anderson, Sr.
	30	RREF	Silver
    Creek Apartments Portfolio	Francisco
    Alzuru, Delta Girbau Ibarra, Carlos Acosta Lopez
	30.01	RREF	Silver
    Creek Apartments	 
	30.02	RREF	Cardinal
    Creek Apartments	 
	31	RREF	Twelve
    Oaks RV Resort	Velia
    Vellanti
	32	KeyBank	Cape
    Coral and Dunedin	Gidon
    Trope, Craig Hallowes, Ironside Property Investments 1 Inc.
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 
	32.02	KeyBank	625
    Del Prado Boulevard	 
	32.03	KeyBank	665
    Del Prado Boulevard	 
	33	RREF	Advantage
    Self-Storage	Joseph
    D. Bando, Leonora P. Bando
	34	KeyBank	StorQuest
    Self Storage - Honolulu	Clark
    W. Porter, William W. Hobin, Timothy B. Hobin
	35	KeyBank	Cool
    Creek Village	Fillmore
    Buckeye Investments, LLC
	36	KeyBank	Hogan
    Self Storage	Daniel
    Hogan
	37	KeyBank	Laborers
    Union Building	Yohan
    Lowie, Vickie DeHart, Paul DeHart
	38	KeyBank	7-Eleven
    - 351 Bowery	Anjali
    Khosla
	39	KeyBank	StorQuest
    Self Storage - Apache	Clark
    W. Porter, William W. Hobin, Timothy B. Hobin
	40	RREF	Ranch
    at Cooper River Apartments	Paula
    Forshee
	41	KeyBank	StorQuest
    Self Storage - Tucson	Clark
    W. Porter, William W. Hobin, Timothy B. Hobin
	42	KeyBank	Combs
    Mini Storage	Brett
    Combs
	43	KeyBank	Brookside
    MHC	Jay
    N. Yang, Michael A. Mirski
	44	KeyBank	StorQuest
    Self Storage - Phoenix	Clark
    W. Porter, William W. Hobin, Timothy B. Hobin
	45	KeyBank	Hermann
    Oaks MHC	Timothy
    R. Sturm, James A. Nicholson, Barry C. Wren, Vaughn Mueller
	46	KeyBank	Katy
    Village MHC	Timothy
    R. Sturm, James A. Nicholson, Barry C. Wren, Vaughn Mueller




      


     


    

	Sequence
    #	Seller	Property
    Name	Sponsor
	47	RREF	Sharidon
    MHP	Hansel
    Rodriguez, Michael Mirski, Jay Yang
	48	RREF	Dollar
    General-Becker, MN	Ladder
    Capital CRE Equity LLC
	49	RREF	Dollar
    General-Kincheloe, MI	Ladder
    Capital CRE Equity LLC




      


     


    

 



BBCMS
Mortgage Trust 2020-C7


MORTGAGE
LOAN SCHEDULE


 

	Sequence
    #	Seller	Property
    Name	Servicing
    Fee Rate
	1	Barclays	Parkmerced	0.00250%
	2	Barclays	525
    Market Street	0.00250%
	3	SGFC	The
    Cove at Tiburon	0.00250%
	4	KeyBank	Inland
    Self Storage Michigan Portfolio	0.01125%
	4.01	KeyBank	Simply
    Self Storage - Lake Orion	 
	4.02	KeyBank	Simply
    Self Storage - Okemos	 
	4.03	KeyBank	Simply
    Self Storage - Grand Rapids	 
	4.04	KeyBank	Simply
    Self Storage - Jackson	 
	4.05	KeyBank	Simply
    Self Storage - Novi	 
	4.06	KeyBank	Simply
    Self Storage - Westland	 
	4.07	KeyBank	Simply
    Self Storage - Chesterfield	 
	4.08	KeyBank	Simply
    Self Storage - Wyoming	 
	4.09	KeyBank	Simply
    Self Storage - State Street	 
	4.10	KeyBank	Simply
    Self Storage - Ypsilanti	 
	4.11	KeyBank	Simply
    Self Storage - Kalamazoo	 
	4.12	KeyBank	Simply
    Self Storage - Lansing West	 
	5	KeyBank	Weston
    South Carolina Industrial Portfolio	0.01125%
	5.01	KeyBank	375
    Metropolitan Drive	 
	5.02	KeyBank	10700
    Farrow Road	 
	5.03	KeyBank	2500
    Saint Matthews Road	 
	5.04	KeyBank	625
    South Old Piedmont Highway	 
	5.05	KeyBank	1020
    Idlewild Boulevard	 
	5.06	KeyBank	1235
    Commerce Drive	 
	5.07	KeyBank	220
    Commerce Road	 
	5.08	KeyBank	1001-1005
    Technology Drive	 
	5.09	KeyBank	209
    Flintlake Road	 
	5.10	KeyBank	2050
    American Italian Way	 
	5.11	KeyBank	546
    L & C Distribution Parkway	 
	5.12	KeyBank	1255
    Commerce Drive	 
	5.13	KeyBank	3430
    Platt Springs Road	 
	5.14	KeyBank	3260
    Southport Road	 
	5.15	KeyBank	251
    Corporate Park Boulevard	 
	5.16	KeyBank	1025
    Technology Drive	 
	6	SGFC	ExchangeRight
    Net Leased Portfolio 32	0.00250%
	6.01	SGFC	Hobby
    Lobby - Onalaska, WI	 
	6.02	SGFC	BioLife
    Plasma Services L.P. - Phoenix, AZ	 
	6.03	SGFC	Hobby
    Lobby - Olathe, KS	 
	6.04	SGFC	CVS
    Pharmacy - Atlanta, GA	 
	6.05	SGFC	Walgreens
    - Midland, MI	 
	6.06	SGFC	Walgreens
    - Racine, WI	 
	6.07	SGFC	Tractor
    Supply - Oakdale, PA	 
	6.08	SGFC	Tractor
    Supply - Burleson, TX	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Servicing
    Fee Rate
	6.09	SGFC	CVS
    Pharmacy - Marietta, GA	 
	6.10	SGFC	Tractor
    Supply - Oak Ridge, NC	 
	6.11	SGFC	Walgreens
    - Delafield, WI	 
	6.12	SGFC	CVS
    Pharmacy - Channelview, TX	 
	6.13	SGFC	Fresenius
    Medical Care - Greensburg, PA	 
	6.14	SGFC	Tractor
    Supply - Beaver Falls, PA	 
	6.15	SGFC	Fresenius
    Medical Care - Goldsboro, NC	 
	6.16	SGFC	CVS
    Pharmacy - Eagan, MN	 
	6.17	SGFC	CVS
    Pharmacy - Vestavia Hills, AL	 
	6.18	SGFC	CVS
    Pharmacy - Yeadon, PA	 
	6.19	SGFC	CVS
    Pharmacy - South Lyon, MI	 
	6.20	SGFC	Advance
    Auto Parts - Ocoee, FL	 
	6.21	SGFC	Dollar
    General - Asheville, NC	 
	6.22	SGFC	Dollar
    General - Midland (Front), TX	 
	6.23	SGFC	Dollar
    General - Port Huron, MI	 
	6.24	SGFC	Dollar
    General - Goshen, IN	 
	6.25	SGFC	Dollar
    General - Midland (349 Hwy), TX	 
	6.26	SGFC	Dollar
    General - Jackson, MI	 
	6.27	SGFC	Dollar
    General - Mishawaka, IN	 
	7	KeyBank	SSTIV
    Self Storage Portfolio	0.01125%
	7.01	KeyBank	SmartStop
    - Plant City	 
	7.02	KeyBank	SmartStop
    - North Las Vegas	 
	7.03	KeyBank	SmartStop
    - Puyallup	 
	7.04	KeyBank	SmartStop
    - Las Vegas	 
	7.05	KeyBank	SmartStop
    - Texas City	 
	7.06	KeyBank	SmartStop
    - Jensen Beach	 
	7.07	KeyBank	SmartStop
    - Riverside	 
	8	KeyBank	Acuity
    Portfolio	0.00375%
	8.01	KeyBank	201
    West 92nd Street	 
	8.02	KeyBank	200
    West 93rd Street	 
	8.03	KeyBank	780
    Riverside Drive	 
	8.04	KeyBank	331,
    333, & 337 West 43rd Street	 
	8.05	KeyBank	3489
    Broadway	 
	8.06	KeyBank	884
    West End Avenue	 
	8.07	KeyBank	529-537
    East 81st Street	 
	8.08	KeyBank	730
    Riverside Drive	 
	8.09	KeyBank	1843
    1st Avenue	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Servicing
    Fee Rate
	8.10	KeyBank	432
    East 88th Street	 
	8.11	KeyBank	440
    Audubon Avenue	 
	8.12	KeyBank	66-70
    West 109th Street	 
	8.13	KeyBank	470
    West 23rd Street	 
	8.14	KeyBank	136
    & 144 West 111th Street	 
	8.15	KeyBank	140
    & 148 West 111th Street	 
	8.16	KeyBank	237
    1st Avenue	 
	8.17	KeyBank	589
    Riverside Drive	 
	8.18	KeyBank	132-134
    West 109th Street	 
	8.19	KeyBank	480
    Humboldt Street	 
	8.20	KeyBank	2
    West 125th Street	 
	8.21	KeyBank	61
    West 106th Street	 
	8.22	KeyBank	1741
    1st Avenue	 
	8.23	KeyBank	2090-2092
    Amsterdam Avenue	 
	8.24	KeyBank	2330
    7th Avenue	 
	8.25	KeyBank	132
    Sherman Avenue	 
	8.26	KeyBank	245
    Flatbush Avenue	 
	8.27	KeyBank	240
    East 85th Street	 
	9	Barclays	F5
    Tower	0.00250%
	10	SGFC	The
    Arbors	0.00250%
	11	Natixis	Santa
    Monica Physician’s Center	0.00250%
	12	Natixis	725
    Fourth Avenue	0.00250%
	13	Barclays	650
    Madison Avenue	0.00250%
	14	Barclays	One
    Stockton	0.00375%
	15	RREF	Vernon
    Tower	0.00375%
	16	Barclays	One
    Bel Air	0.00250%
	17	SGFC	Meridian
    One Colorado	0.00250%
	18	KeyBank	Time
    Out MHC Portfolio	0.01125%
	18.01	KeyBank	Laiken
    Estates	 
	18.02	KeyBank	Alamac
    Village	 
	18.03	KeyBank	Pine
    Run	 
	18.04	KeyBank	Taylor
    Park	 
	18.05	KeyBank	Wysteria
    Estates	 
	18.06	KeyBank	Abbott
    Park	 
	18.07	KeyBank	West
    Estates	 
	19	SGFC	Bronx
    Multifamily Portfolio	0.00250%
	19.01	SGFC	505
    East 184th Street	 




      


     


    

	Sequence
    #	Seller	Property
    Name	Servicing
    Fee Rate
	19.02	SGFC	2334
    Washington Avenue	 
	19.03	SGFC	2607
    Jerome Avenue	 
	19.04	SGFC	2268
    Washington Avenue	 
	20	RREF	1st
    & Pine	0.00250%
	21	RREF	West
    Side Plaza	0.00250%
	22	KeyBank	Skyline
    MHC Portfolio	0.01125%
	22.01	KeyBank	Desert
    Shores Estates MHC	 
	22.02	KeyBank	Noblesse
    Oblige Estates	 
	22.03	KeyBank	Desert
    Haven MHC	 
	22.04	KeyBank	Oak
    Meadows MHC	 
	22.05	KeyBank	Sun
    City MHC	 
	22.06	KeyBank	Carla
    Ridge Estates	 
	23	RREF	GDR
    Manassas	0.00250%
	24	RREF	DFW
    Retail Portfolio	0.00250%
	24.01	RREF	Keller
    Marketplace	 
	24.02	RREF	Grand
    Central Crossing	 
	24.03	RREF	Summer
    Creek Plaza	 
	24.04	RREF	Kelly
    Plaza	 
	25	Natixis	Simply
    Space Self Storage Merced	0.00250%
	26	KeyBank	Kemper
    Pointe	0.01125%
	27	KeyBank	Extra
    Space Storage Phoenix	0.01125%
	28	KeyBank	40
    & 50 Beaver Street	0.01125%
	29	Barclays	The
    Storage Depot	0.00250%
	30	RREF	Silver
    Creek Apartments Portfolio	0.00250%
	30.01	RREF	Silver
    Creek Apartments	 
	30.02	RREF	Cardinal
    Creek Apartments	 
	31	RREF	Twelve
    Oaks RV Resort	0.00250%
	32	KeyBank	Cape
    Coral and Dunedin	0.01125%
	32.01	KeyBank	Fresenius
    Kidney Care Dunedin	 
	32.02	KeyBank	625
    Del Prado Boulevard	 
	32.03	KeyBank	665
    Del Prado Boulevard	 
	33	RREF	Advantage
    Self-Storage	0.00250%
	34	KeyBank	StorQuest
    Self Storage - Honolulu	0.01125%
	35	KeyBank	Cool
    Creek Village	0.01125%
	36	KeyBank	Hogan
    Self Storage	0.06125%
	37	KeyBank	Laborers
    Union Building	0.01125%
	38	KeyBank	7-Eleven
    - 351 Bowery	0.01125%
	39	KeyBank	StorQuest
    Self Storage - Apache	0.01125%
	40	RREF	Ranch
    at Cooper River Apartments	0.00250%
	41	KeyBank	StorQuest
    Self Storage - Tucson	0.01125%
	42	KeyBank	Combs
    Mini Storage	0.01125%
	43	KeyBank	Brookside
    MHC	0.01125%
	44	KeyBank	StorQuest
    Self Storage - Phoenix	0.01125%
	45	KeyBank	Hermann
    Oaks MHC	0.01125%
	46	KeyBank	Katy
    Village MHC	0.01125%




      


     


    

	Sequence
    #	Seller	Property
    Name	Servicing
    Fee Rate
	47	RREF	Sharidon
    MHP	0.00250%
	48	RREF	Dollar
    General-Becker, MN	0.00250%
	49	RREF	Dollar
    General-Kincheloe, MI	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-C7


[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-C7, Commercial Mortgage Pass-Through Certificates, Series
2020-C7



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7
and the RR Interest Owner 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



 










 






		

                                                   * 
	Purchaser must select one of the following two certifications.



 




    	 	Exhibit C-1	 



     


    




 


are “accredited
investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (each, an “Institutional Accredited
Investor”) and has such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each able
to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates
purchased by it for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, as to each
of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs
incurred by it in connection with this transfer.


 


		 ̈	The Purchaser is a “qualified institutional buyer” (a “QIB”) within
the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer
is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be
provided pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.       The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the
view to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such
reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written undertaking
to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. The Purchaser understands that the
Certificates (and any subsequent Certificates) have not been registered under the Securities Act, by reason of a specified exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the
Purchaser’s investment intent (or intent to reoffer, resell, pledge or transfer the Certificates only to certain investors
in certain exempted transactions) as expressed herein.


 


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Registered Certificates (collectively,
the “Prospectus”) (and, with respect to Non-Registered Certificates, the Preliminary Private Placement Memorandum
and the Final Private Placement Memorandum related to such Non-Registered Private Certificates) and the agreements and other materials
referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Prospectus.


 


4.       The
Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificates
cannot


 




    	 	Exhibit C-2	 



     


    

 


 


be reoffered, resold,
pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration
or qualification is available.


 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.       Check
one of the following:**


 


		 ̈	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal
Revenue Service (“IRS”) Form W-9 (or successor form).



 


		 ̈	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof,
no taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on
the Certificates. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor
form, as applicable), which identifies such Purchaser as the beneficial owner of the Certificates and states that such Purchaser
is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]***
two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of
the Certificates and state that interest and original issue discount on the Certificates and Permitted Investments is, or is expected
to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated
[IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable
successor IRS forms, or such other certifications as the Certificate Registrar may reasonably request, on or before the date that
any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change
in the most recent IRS form of certification furnished by it to the Certificate Registrar.



 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to


 





 






**
     Each Purchaser must select one of the two alternative certifications.


 


***
   Does not apply to a transfer of Class R Certificates.


 




    	 	Exhibit C-3	 



     


    

 


exercise primary supervision over
the administration of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August  20,
1996 that have elected to be treated as U.S. Tax Persons).


 


		8.	Please make all payments due on the Certificates:****



 


		 ̈	(a)	by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:



 





	Bank:	 
	ABA #:	
	Account #:	 
	Attention:	 







 





		 ̈	(b)	by mailing a check or draft to the following address:



 


		 
		 
		 




 


9.            If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 


	 	Very truly yours,
	 	 	 
	 	
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:


 





 






**** 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-C7


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7 (the
“Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
Agreement”), dated as of June 1, 2020, between Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer



 





	STATE OF	)
	 	) ss.:
	COUNTY OF	)













 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i)  “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the
Internal Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the
Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision thereof, any


 




    	 	Exhibit D-1-1	 



     


    




 


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


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified
Organization.


 


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number
is [__________].


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.       Check
the applicable paragraph:


 


 ̈       The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not
exceed the sum of:


 


(i)       the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)       the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)      the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates
losses.


 




    	 	Exhibit D-1-2	 



     


    

  


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the 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-C7


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7 (the
“Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).
The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as of
June 1, 2020 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as
Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor 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


 




    	 	Exhibit D-2-1	 



     


    

  


the future. The Transferor
understands that the transfer of the Residual Certificates may not be 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 CLASS RR cERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) – BBCMS 2020-C7


riskretentioncustody@wellsfargo.com


[OR OTHER CERTIFICATE REGISTRAR]


 


Barclays Capital Real Estate Inc.,


as Retaining Sponsor


745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com


 


[KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Joe DeRoy

Facsimile: (877) 379-1625



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: (816) 753-1536]


 


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7 (the
“Certificates”) issued pursuant to the Pooling
and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of June 1, 2020, between Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National



 




    	 	Exhibit D-3-1	 



     


    




 


Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer


 


Ladies and Gentlemen:


 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to the Certificate Registrar and the “retaining sponsor” as such term is
defined in the Risk Retention Rules, that:


 


1.       The
Purchaser is acquiring $[_____] Certificate Balance of the Class RR Certificates evidencing a portion of the VRR Interest from
[_____] (the “Transferor”).


 


2.       The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Certificate evidencing all or a portion of
the 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 Class RR Certificates,
(a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition of the Class RR Certificates
and (b) the acquisition of the Class RR Certificates will be effected through Barclays Capital, Inc. or an affiliate thereof.


 


4.       Check
one of the following:


 


		 ̈	The transfer will occur during the 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 the Risk Retention Rules,
of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	It is not acquiring the Class RR Certificate 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 RR Certificate, it will remain
a Majority-Owned Affiliate.



 


		C.	The transfer will comply with all applicable provisions of the Risk Retention Rules.



 


		D.	It will be bound by the Credit Risk Retention Agreement, between Barclays Capital Real Estate Inc.,
KeyBank National Association, Societe Generale Financial Corporation, Natixis Real Estate Capital LLC, Rialto Real Estate Fund
IV – Debt, LP and Barclays Bank PLC, dated and effective as of June 12, 2020 (the “Credit Risk Retention
Agreement”) as if it were a party to such agreement.



 




    	 	Exhibit D-3-2	 



     


    




 


		E.	It hereby makes each representation set forth in Section 4(i) – (vii) of the Credit Risk
Retention Agreement.



 


		F.	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 Class RR Certificates will satisfy
the risk retention requirements of the Transferor, in its capacity as [sponsor][originator] under the Risk Retention Rules.



 


		 ̈	The transfer will occur after the termination of the Transfer Restriction Period.



 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__.


 


	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	Exhibit D-3-3	 



     


    

 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


	 	BARCLAYS CAPITAL REAL ESTATE INC.,

as Retaining Sponsor
	 	 	 
	 	By:	       
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[Medallion Stamp Guarantee]





 


	Barclays Commercial Mortgage Securities LLC,
	as Depositor
	 	 
	By:	        	 
	 	Name:
	 	Title:
	 	 
	[Medallion Stamp Guarantee]





 




    	 	Exhibit D-3-4	 



     


    

 


EXHIBIT
D-4



FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF

the CLASS RR cERTIFICATES


 


[Date]


 


Wells Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) – BBCMS 2020-C7


riskretentioncustody@wellsfargo.com


[OR OTHER CERTIFICATE REGISTRAR]


 


Barclays Capital Real Estate Inc.,


as Retaining Sponsor


745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com


 


[KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Joe DeRoy

Facsimile: (877) 379-1625



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: (816) 753-1536]


 


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7 (the
“Certificates”)



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____]
Certificate Balance of the Class RR Certificates evidencing a portion of the VRR Interest. The Certificates were issued pursuant
to the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling
and Servicing


 










    	 	Exhibit D-4-1	 



     


    

  


Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor 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 RR Certificates,
(a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition of the Class RR Certificates
and (b) the acquisition of the Class RR Certificates will be effected through Barclays Capital, Inc. or an affiliate thereof.


 


3.       Check
one of the following:


 


		 ̈	The transfer will occur during the Transfer Restriction Period, and the Transferor certifies, represents
and warrants to you that:



 


		A.	The Transfer is in compliance with the Credit Risk Retention Agreement, between Barclays Capital
Real Estate Inc., KeyBank National Association, Societe Generale Financial Corporation, Natixis Real Estate Capital LLC, Rialto
Real Estate Fund IV – Debt, LP and Barclays Bank PLC, dated and effective as of June 12, 2020 (the “Credit
Risk Retention Agreement”).



 


		B.	The Transferee is a “majority-owned affiliate,” as such term is defined in the Risk
Retention Rules, of the Transferor.



 


		C.	The Transferor 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 transfer requirements set forth in Section 3 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 Transfer Restriction Period.



 




    	 	Exhibit D-4-2	 



     


    

  


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:



 



    	 	Exhibit D-4-3	 



     


    

  


[DURING THE TRANSFER
RESTRICTION PERIOD][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:
	 	 
	[Medallion Stamp Guarantee]]


 




    	 	Exhibit D-4-4	 



     


    

 


EXHIBIT
D-5



FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF THE RR INTEREST


 


[Date]


 


Wells Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) –

BBCMS 2020-C7


[OR OTHER CERTIFICATE REGISTRAR]


 


Barclays Capital Real Estate Inc.,


as Retaining Sponsor


745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com


 


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


 


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7 (the
“Certificates”) issued pursuant to the Pooling
and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of June 1, 2020, between Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer



 


Ladies and Gentlemen:


 


[_____] (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:


 




    	 	Exhibit D-5-1	 



     


    

  


1.       The
Purchaser is acquiring $[_____] VRR Interest Balance of the RR Interest from [_____] (the “Transferor”).


 


2.       The
Purchaser is aware that the Certificate Registrar will not register any transfer of the RR Interest by the Transferor unless the
Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, a certificate in substantially
the same form as this certificate. The Purchaser expressly agrees that it will not consummate any such transfer if it knows or
believes that any representation contained in such certificate is false.


 


3.       The
Purchaser is not and will not become (a) 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 by Section 3(42) of ERISA) or using the assets of a Plan to purchase the RR
Interest.


 


4.       Check
one of the following:


 


		 ̈	The transfer will occur during the 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 the Risk Retention Rules,
of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	It is not acquiring the RR Interest as a nominee, trustee or agent for any person that is not a
Majority-Owned Affiliate, and that for so long as it retains its interest in the RR Interest, it will remain a Majority-Owned Affiliate.



 


		C.	The transfer will comply with all applicable provisions of the Risk Retention Rules.



 


		D.	It will be bound by the Credit Risk Retention Agreement, between Barclays Capital Real Estate Inc.,
KeyBank National Association, Societe Generale Financial Corporation, Natixis Real Estate Capital LLC, Rialto Real Estate Fund
IV – Debt, LP and Barclays Bank PLC, dated and effective as of June 12, 2020 (the “Credit Risk Retention
Agreement”) as if it were a party to such agreement.



 


		E.	It hereby makes each representation set forth in Section 4(i) – (vii) of the Credit Risk
Retention Agreement.



 


		F.	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 RR Interest will satisfy the risk
retention requirements of the Transferor, in its capacity as [sponsor][originator] under the Risk Retention Rules.



 


		 ̈	The transfer will occur after the termination of the Transfer Restriction Period.



 




    	 	Exhibit D-5-2	 



     


    

  


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__.


 


	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	 	Exhibit D-5-3	 



     


    

  


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
	 	 
	By:	       	 
	 	Name:
	 	Title:
	 	 
	[Medallion Stamp Guarantee]









    	 	Exhibit D-5-4	 



     


    

 


EXHIBIT
D-6



FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF

THE RR INTEREST


 


[Date]


 


Wells Fargo Bank, National Association,

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) –

BBCMS 2020-C7


[OR OTHER CERTIFICATE REGISTRAR]


 


Barclays Capital Real Estate Inc.,


as Retaining Sponsor


745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson, Managing Director

Email: daniel.vinson@barclays.com


 


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


 


Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue

New York, New York 10019

Attention: Daniel Vinson


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7 (the
“Certificates”) issued pursuant to the Pooling
and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of June 1, 2020, between Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____] VRR
Interest Balance of the RR Interest evidencing a portion of the VRR Interest. The RR Interest was created issued pursuant to the
Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling
and Servicing


 







    	 	Exhibit D-6-1	 



     


    

  


Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor 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.       The
Purchaser is not and will not become (a) 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 by Section 3(42) of ERISA) or using the assets of a Plan to purchase the RR
Interest.


 


3.       Check
one of the following:


 


		 ̈	The transfer will occur during the Transfer Restriction Period, and the Transferor certifies, represents
and warrants to you that:



 


		A.	The Transfer is in compliance with the Credit Risk Retention Agreement, between Barclays Capital
Real Estate Inc., KeyBank National Association, Societe Generale Financial Corporation, Natixis Real Estate Capital LLC, Rialto
Real Estate Fund IV – Debt, LP and Barclays Bank PLC, dated and effective as of June 12, 2020 (the “Credit
Risk Retention Agreement”).



 


		B.	The Transferee is a “majority-owned affiliate,” as such term is defined in the Risk
Retention Rules, of the Transferor.



 


		C.	The Transferor 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 transfer requirements set forth in Section 3 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 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.


 




    	 	Exhibit D-6-2	 



     


    




 


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__.


 


	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	 	Exhibit D-6-3	 



     


    

 


[DURING THE TRANSFER
RESTRICTION PERIOD][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
	 	 
	By:	      	 
	 	Name:
	 	Title:
	 	 
	[Medallion Stamp Guarantee]]









    	 	Exhibit D-6-4	 



     


    

 


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

1055 10th Ave SE
	 	Address:	Minneapolis, Minnesota 55414
 Attention:  Document Custody Group
 BBCMS Mortgage Trust 2020-C7

                                                           

	 	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-C7,
 Commercial Mortgage Pass-Through Certificates,
 Series 2020-C7



 


The undersigned [Master
Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian (the “Custodian”)
on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”), for the Holders of BBCMS Mortgage
Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7 and the RR Interest Owner, the documents referred
to below (the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have
the meanings given them in the Pooling and Servicing Agreement dated as of June 1, 2020, between Barclays Commercial Mortgage Securities
LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee,


 




    	 	Exhibit E-1	 



     


    

  


and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer (the “Pooling and Servicing Agreement”).


 


( )                 ___________________________


 


( )                ___________________________


 


( )                ___________________________


 


( )                ___________________________


 


The undersigned [Master
Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 


	 	[____________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Date:  _________	 	 


 




    	 	Exhibit E-2	 



     


    

 


EXHIBIT
F-1



FORM OF ERISA REPRESENTATION LETTER

REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

BBCMS Mortgage Trust 2020-C7


[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-C7, Commercial Mortgage Pass-Through Certificates, Series
2020-C7



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate initial [Certificate Balance][Notional Amount] in the BBCMS
Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, Class [X-F][X-G][F][G] Certificates
issued pursuant to that certain Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor 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


 




    	 	Exhibit F-1-1	 



     


    

  


Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) or using the assets of any such Plan other than an insurance
company using the assets of its “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 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 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 certificates] [class s certificates] [THE rr interest]


 


[Date]


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS) –

BBCMS Mortgage Trust 2020-C7


[OR OTHER CERTIFICATE REGISTRAR]


 


[Transferor]

[______]

[______]

Attention: [______]


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [$[__] aggregate Certificate Balance] [[__]% Percentage Interest] in [the
BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, [Class R][Class S] Certificates
(the “[Class R][Class S] Certificate”) issued] [the RR Interest created] pursuant to
that certain Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor 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]
[RR Interest], 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


 




    	 	Exhibit F-2-1	 



     


    




 


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 by Section 3(42) of ERISA) or using the assets of a Plan to purchase
such [[Class R][Class S] Certificate] [RR Interest].


 


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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 
	 	 	 	 	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
	 	 	 	

                                             Wells Fargo Bank, National Association
	 	 	 	Rialto Capital Advisors, LLC	 	 	 	Park Bridge Lender Services LLC	 	 
	 	 	Securities LLC	 	 	 	 	 	 	 	200 S. Biscayne Blvd.	 	 	 	600 Third Avenue,	 	 
	 	 	745 7th Avenue, 4th Floor	 	 	 	Three Wells Fargo, MAC D1050-084	 	 	 	Suite 3550	 	 	 	40th Floor	 	 
	 	 	New York, NY 10019	 	 	 	401 S. Tryon Street, 8th Floor	 	 	 	Miami, FL 33131	 	 	 	New York, NY 10016	 	 
	 	 		 	 	 	Charlotte, NC 28202	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Contact: Daniel Vinson	 	 	 	Contact: 	 	 	 	Contact: General	 	 	 	Contact:               David Rodgers	 	 
	 	 	Phone Number:  (212) 528-8224	 	 	 	REAM_InvestorRelations@wellsfargo.com	 	 	 	Phone Number:    (305) 229-6465	 	 	 	Phone Number:     (212) 230-9025	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information
provided by third parties. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.	 	 
	 	 	 	 
	 	Please visit www.ctslink.com
    for additional information and if applicable, any special notices and any credit risk retention notices. In addition, certificateholders
    may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526.	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









    Page 1 of 24


     


    

 













	 	 	 	 
		BBCMS Mortgage Trust 2020-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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-5	 	 	 	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	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	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	 	 
	 	 	RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	RR Interest	 	 	 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-E	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-G	 	 	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	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-5	 	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	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	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	 
	 	RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	RR Interest	 	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-E	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-F	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-G	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    Page 3 of 24


     


    

 













	 	 	 	 
		BBCMS Mortgage Trust 2020-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	Accrued

    Certificate

    Interest	 	Net
    Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC
    CAP

    Shortfall	 	Interest

    Shortfall/(Excess)

     	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

    Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	A-5	 	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  
    	 	 
	 	 	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  
    	 	 
	 	 	X-E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-G	 	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	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	RR Interest	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Interest paid or
    advanced	0.00	 	 	Master Servicing Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest
    reductions due to Non-Recoverability Determinations	0.00	 	 	Trustee Fee - Wilmington Trust, 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 - Park Bridge Lender Services LLC	0.00	 	 
	 	Net Prepayment Interest
    Excess	0.00	 	 	Asset Representations Reviewer Fee - Park Bridge Lender Services 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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 	 	 	 
	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 
	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 	 	 	 
	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 
	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20



	 	 	 	 	 	 	 	 	 	 
	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 	 
	 	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	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-C7

Commercial Mortgage Pass-Through Certificates

Series 2020-C7	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:	7/17/20
	8480 Stagecoach Circle	Record Date:	6/30/20
	Frederick, MD 21701-4747	Determination Date:	7/13/20


	 	 	 
	 	 	 
	 	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 “Wilmington Trust, National Association, as Trustee for the registered
holders of BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7 and the RR Interest Owner”
(the “Assignee”), having an office at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS
Trustee BBCMS 2020-C7, its successors and assigns, all right, title and interest of the Assignor in and to:


 


That certain mortgage
and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument
(the “Security Instrument”), and that certain Promissory Note (the “Mortgage Note”), for
each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment
of leases and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral,
insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and
any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the
Mortgage Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related
to the Security Instrument and the Mortgage Note.


 


IN WITNESS WHEREOF, the
Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 


	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    	 	Exhibit H-1	 



     


    

 


EXHIBIT
I



FORM OF TRANSFER CERTIFICATE FOR RULE 144A

BOOK-ENTRY CERTIFICATE TO TEMPORARY REGULATION S

BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchanges or transfers pursuant to Section 5.03(c)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2020-C7


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, Class
[__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor 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 and the 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-C7


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, Class
[__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of
such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 




    	 	Exhibit J-1	 



     


    




 


[(2)     at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)     the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:  _________	 	 
	 	 	 
	cc:  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-C7


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, Class
[__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates
to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS
No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]*
(Common Code [______]) through the Depository in the name of [insert name of transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A
Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of


 





 






*   Select
appropriate depository.


 




    	 	Exhibit K-1	 



     


    

  


Rule 144A and in
accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:  _________	 	 
	 	 	 
	cc:  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-C7


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, Class
[__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor 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


 





 






*
  Select, as applicable.


 




    	 	Exhibit L-1	 



     


    

 


commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested
party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Initial Purchasers.


 


	 	Dated:______________
	 	 	 
	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.


 


 




    	 	Exhibit L-2	 



     


    

 


EXHIBIT
M



FORM OF TRANSFER CERTIFICATE FOR NON-BOOK ENTRY CERTIFICATE TO


TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE


 


(Exchanges or transfers pursuant to Section 5.03(g)

of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2020-C7


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, Class
[__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) to be held with [Euroclear] [Clearstream]* (Common
Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States; 


 





 






*   Select
appropriate depository.



 




    	 	Exhibit M-1	 



     


    

  


[(2)     at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)     the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:  _________	 	 
	 	 	 
	cc:  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-C7


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, Class
[__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
Transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry
Certificates for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______],
and Common Code No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 




    	 	Exhibit N-1	 



     


    

  


[(2)     at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)     the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention
of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:  _________	 	 
	 	 	 
	cc:  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-C7


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, Class
[__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor 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


 




    	 	Exhibit O-1	 



     


    

 





commenced or threatened
in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to
any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the
benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:  _________	 	 
	 	 	 
	cc:  Barclays Commercial Mortgage Securities LLC 


 


 




    	 	Exhibit O-2	 



     


    

 


EXHIBIT
P-1A



FORM OF INVESTOR CERTIFICATION for Non-Borrower PartY AND/OR 

THE RISK RETENTION CONSULTATION PARTY (for Persons other than 

the
DIRECTING CERTIFICATEHOLDER and/or a Controlling Class 

Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2020-C7

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, Class
[_] Certificates



 


In accordance with the
Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between Barclays
Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor 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 prospective purchaser of the above-referenced Class [__] Certificates,
(b) a Companion Holder or (c) the Risk Retention Consultation Party (or any investment advisor or manager or other representative
of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of 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 undersigned will keep the Information confidential
(except from such outside


 




    	 	Exhibit P-1A-1	 



     


    

 


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 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 AND/OR A CONTROLLING CLASS 

CERTIFICATEHOLDER)


 


[Date]


 


	
        Wells Fargo Bank, National Association

        Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: BBCMS 2020-C7 Asset Manager

        Commercial.servicing@wellsfargo.com

         
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2020-C7

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York, 10016

        Attention: BBCMS 2020-C7 Surveillance Manager

        With a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

         
	
        Wells Fargo Bank, National Association

        600 South 4th Street, 7th Floor

        MAC N9300-070

        Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        BBCMS Mortgage Trust 2020-C7

         

	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: BBCMS 2020-C7

        CMBSTrustee@wilmingtontrust.com
	
        Rialto Capital Advisors,
        LLC

        200 S. Biscayne Boulevard, Suite 3550

        Miami, Florida 33131

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and

 Adam Singer (BBCMS 2020-C7)

        Facsimile number: (305) 229-6425

        E-mail: liat.heller@rialtocapital.com;

 jeff.krasnoff@rialtocapital.com,

 niral.shah@rialtocapital.com,

        adam.singer@rialtocapital.com



 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, Class
Certificates



 


In accordance with the
Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between Barclays
Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 




    	 	Exhibit P-1B-1	 



     


    

  


1.       The
undersigned is either the Directing Certificateholder, the Holder of a majority of the Controlling Class or a Controlling Class
Certificateholder.


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5
of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


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.


 




    	 	Exhibit P-1B-2	 



     


    

  


8.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed
by registered mail, postage prepaid].


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	By:	 
	 	 	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 RISK RETENTION 

CONSULTATION
PARTY AND/OR A CONTROLLING CLASS 

CERTIFICATEHOLDER)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2020-C7

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BBCMS Mortgage Trust 2020-C7 Asset Manager


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, Class
[__] Certificates



 


In accordance with the
Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between Barclays
Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor 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 neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of a Certificate, the undersigned
has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 




    	 	Exhibit P-1C-1	 



     


    

  


5.       The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the
date that the undersigned receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statement in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


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 AND/OR A

CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


	
        Wells Fargo Bank, National Association

 Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: BBCMS 2020-C7 Asset Manager

        Commercial.servicing@wellsfargo.com

         
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2020-C7

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York, 10016

        Attention: BBCMS 2020-C7 Surveillance Manager

        With a copy sent contemporaneously via email to

 cmbs.notices@parkbridgefinancial.com

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2020-C7
	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: BBCMS 2020-C7

        CMBSTrustee@wilmingtontrust.com
	
        Rialto Capital Advisors,
        LLC

        200 S. Biscayne Boulevard, Suite 3550

        Miami, Florida 33131

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and 

Adam Singer (BBCMS 2020-C7)

        Facsimile number: (305) 229-6425

        E-mail: liat.heller@rialtocapital.com,

 jeff.krasnoff@rialtocapital.com,

 niral.shah@rialtocapital.com,

 adam.singer@rialtocapital.com



 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, Class
Certificates



 


In accordance with the
Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between Barclays
Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 




    	 	Exhibit P-1D-1	 



     


    

  


1.       The undersigned is
the Directing Certificateholder, the Holder of the majority of the Controlling Class or a 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)”)]


 


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 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-1D-2	 



     


    

  


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any
investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate
that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal
controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i)
above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:



 



    	 	Exhibit P-1D-3	 



     


    

 


EXHIBIT
P-1E



FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


	
        Wells Fargo Bank, National Association 

Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: BBCMS 2020-C7 Asset Manager

        Commercial.servicing@wellsfargo.com

         
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2020-C7

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York, 10016

        Attention: BBCMS 2020-C7 Surveillance Manager

        With a copy sent contemporaneously via email to

 cmbs.notices@parkbridgefinancial.com

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2020-C7
	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: BBCMS 2020-C7

        CMBSTrustee@wilmingtontrust.com
	
        Rialto Capital Advisors,
        LLC

        200 S. Biscayne Boulevard, Suite 3550

        Miami, Florida 33131

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and 

Adam Singer (BBCMS 2020-C7)

        Facsimile number: (305) 229-6425

        E-mail: liat.heller@rialtocapital.com,

 jeff.krasnoff@rialtocapital.com,

 niral.shah@rialtocapital.com,

 adam.singer@rialtocapital.com



 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, Class
Certificates



 


THIS NOTICE IDENTIFIES
AN “EXCLUDED LOAN” RELATING TO THE BBCMS MORTGAGE TRUST 2020-C7, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
2020-C7, 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:


 




    	 	Exhibit P-1E-1	 



     


    

  


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “Excluded
Loan(s)”):


 


	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 with respect to
the Excluded Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding

Certificate Balance	Initial Certificate

Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned is
not a Borrower Party with respect to any other Mortgage Loan.


 


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


 




    	 	Exhibit P-1E-2	 



     


    

  


(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 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.


 




    	 	Exhibit P-1E-3	 



     


    

  


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.


 


11.       The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial
Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the Excluded Loan(s) listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 


	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	   
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:  _________	 	 
	 	 	 
	cc:  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 Mortgage Trust 2020-C7

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-C7


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7



 


In accordance with Section 3.13(b)
of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “Excluded
Loan(s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


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-C7 securitization should be revoked as to such users:


 




    	 	Exhibit P-1F-1	 



     


    

 


__________________________


 





__________________________


 


__________________________


 


__________________________


 


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.


 


	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][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-2	 



     


    

 


EXHIBIT
P-1G



FORM OF CERTIFICATION OF THE DIRECTING

CERTIFICATEHOLDER


 


[Date]


  


	
        Wells Fargo Bank, National Association 

Commercial Mortgage Servicing

        Three Wells Fargo

        MAC D1050-084

        401 South Tryon Street, 8th Floor

        Charlotte, North Carolina 28202

        Attention: BBCMS 2020-C7 Asset Manager

        Commercial.servicing@wellsfargo.com

         
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045-1951

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2020-C7

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York, 10016

        Attention: BBCMS 2020-C7 Surveillance Manager

        With a copy sent contemporaneously via email to

 cmbs.notices@parkbridgefinancial.com

         
	Wells Fargo Bank, National Association

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota  55479

Attention:  Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2020-C7
	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: BBCMS 2020-C7

        CMBSTrustee@wilmingtontrust.com
	
        Rialto Capital Advisors,
        LLC

        200 S. Biscayne Boulevard, Suite 3550

        Miami, Florida 33131

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah, 

Adam Singer (BBCMS 2020-C7)

        Facsimile number: (305) 229-6425

        E-mail: liat.heller@rialtocapital.com,

 jeff.krasnoff@rialtocapital.com,

 niral.shah@rialtocapital.com,

 adam.singer@rialtocapital.com



 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7



 


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.


 




    	 	Exhibit P-1G-1	 



     


    

  


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.       [[For
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]


 


	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:  BBCMS 2020-C7 Asset Manager
 commercial.servicing@wellsfargo.com

                                                                       
	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland  21045

Attention:  Corporate Trust Services BBCMS 2020-C7

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	
        Rialto Capital Advisors,
        LLC

        200 S. Biscayne Boulevard, Suite 3550

        Miami, Florida 33131

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and 

Adam Singer (BBCMS 2020-C7)

        Facsimile number: (305) 229-6425

        E-mail: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com,

        adam.singer@rialtocapital.com
	Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware  19890

Attention:  CMBS Trustee BBCMS 2020-C7

CMBSTrustee@wilmingtontrust.com
	

Park Bridge Lender Services LLC 

600 Third Avenue, 40th Floor

New York, New York, 10016

Attention: BBCMS 2020-C7 Surveillance Manager

(with a copy sent simultaneously to

 cmbs.notices@parkbridgefinancial.com)	 


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7



 


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 VRR-[A][B][C] 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



 




    	 	Exhibit P-1H-1	 



     


    

  


certification in paper form has been delivered in
accordance with the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight
courier or (b) mailed by registered mail, postage prepaid.]


 


		3.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing
Agreement.



 


BY ITS CERTIFICATION HEREOF, the undersigned
shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date
certified.


 


	 	[RISK RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:  [____] [__], 20[__]	 	 
	 	 	 
	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-C7


 


	Attention:	 	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7



 


In accordance with the
requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor 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-C7, Commercial
Mortgage Pass-Through Certificates, Series 2020-C7 (the “Certificates”) pursuant to the Pooling and Servicing
Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage
Securities LLC, as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, Wells Fargo Bank, National Association, as Certificate Administrator and as Custodian, and Wilmington Trust, National
Association, as Trustee and the assets underlying or referenced by the Certificates, including the identity of, and financial information
with respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”)
to you (the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition of Confidential
Information. For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include
the following information (irrespective of its source or form of communication, including information obtained by you through access
to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring
of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal
documents and other information (such information, the “Evaluation Material”) and (y)  any of the terms,
conditions or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status
thereof; provided, however, that the term Confidential Information shall not include information which:


 


was or becomes
generally available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering
document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below)
in violation of this Confidentiality Agreement;


 


was or is
lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed
by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation
to maintain the information as confidential; or


 


is independently
developed by the NRSRO without reference to any Confidential Information.


 




    	 	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


 




    	 	Exhibit P-2-4	 



     


    

 


do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential Information while
the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment
is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other
reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is being
disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be
required to take a position that such information should be entitled to receive such a protective order or reasonable assurance
as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply
with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity.
If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions
of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required to disclose,
at the sole expense of the relevant Furnishing Entity.


 


Obligation to Return
Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents,
including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant
Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document or other material
containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s
internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion
of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents prepared by
the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material so retained
by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality
Agreement.


 


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


 




    	 	Exhibit P-2-5	 



     


    

  


and to specifically enforce
the terms and provisions hereof, in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity.
It is further understood and agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude
any other or further exercise of any right, power or privilege.


 


Term. Notwithstanding
the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating
on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing Law.
This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships
of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements made and to be performed within such State.


 


Amendments. This
Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement.
This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment
of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings
and agreements between us relating to such matters; provided, however, that, if the terms of this Confidentiality
Agreement conflict with another agreement relating to the Confidential Information that specifically states that the terms of such
agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality
Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms
hereof by entry into this website.


 


Contact Information.
Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Barclays Capital Inc.


745 Seventh Avenue


New York, New York 10019


Attention: Daniel Vinson


 


with a copy to:


 


Barclays Capital Real Estate Inc.


745 Seventh Avenue


New York, New York 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-C7


 


	Attention:	 	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7



 


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526,
or at ctslink.customerservice@wellsfargo.com.


 


In accordance with the
requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling
and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor 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, Thomson Reuters
Corporation or DealView Technologies Ltd., 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-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7



 


Ladies and Gentlemen:


 


In accordance with Section 2.02
of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, the undersigned,
as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian
has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to
Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) subject to the 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 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

Attention: Daniel Vinson


 


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: BBCMS 2020-C7 Asset Manager

commercial.servicing@wellsfargo.com


 


Rialto Capital Advisors, LLC

200 S. Biscayne Boulevard, Suite 3550

Miami, Florida 33131

Attention: Liat Heller

Fax number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com



with copies to:



Jeff Krasnoff

Facsimile number: (305) 229-6425

E-mail: jeff.krasnoff@rialtocapital.com



Niral Shah

Facsimile number: (305) 229-6425

E-mail: niral.shah@rialtocapital.com;



Adam Singer

facsimile number: (305) 229-6425

Email: adam.singer@rialtocapital.com


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BBCMS 2020-C7

CMBSTrustee@wilmingtontrust.com


 




    	 	Exhibit Q-2	 



     


    

  


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services BBCMS 2020-C7

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York, 10016

Attention: BBCMS 2020-C7 Surveillance Manager

With a copy sent contemporaneously via email

to cmbs.notices@parkbridgefinancial.com


 


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


 


KeyBank National Association


11501 Outlook Street, Suite 300


Overland Park, Kansas 66211


Attention: Joe DeRoy


Facsimile: (877) 379-1625


 


with a copy to:


 


Polsinelli


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Facsimile: (816) 753-1536


 


Natixis Real Estate Capital LLC


1251 Avenue of the Americas


New York, New York 10020


 




    	 	Exhibit Q-3	 



     


    

 


Attention: Real Estate Administration


Facsimile No.: (212) 891-5777


E-mail: USCIBGlobalFinanceAssetMangagementTeam@natixis.com


 


with a copy to:


 


Natixis North America LLC


Office of the General Counsel


1251 Avenue of the Americas


New York, New York 10020


E-mail: CMBSnotices@natixis.com


 


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


 


Rialto Real Estate Fund IV – Debt, LP


c/o Rialto Capital Management LLC


600 Madison Avenue, 12th Floor


New York, New York 10022


Attention: Josh Cromer


Fax number: (212) 751-4646


 


with a copy to:


 


Rialto Real Estate Fund IV – Debt, LP


c/o Rialto Capital Management LLC


600 Madison Avenue, 12th Floor


New York, New York 10022


Attention: Joseph Bachkosky


Fax number: (212) 751-4646


 




    	 	Exhibit Q-4	 



     


    

 


EXHIBIT
R-1



FORM OF POWER OF ATTORNEY BY TRUSTEE FOR MASTER SERVICER


 


RECORDING REQUESTED BY:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BBCMS Mortgage Trust 2020-C7 Asset Manager

Telecopy Number: (704) 715-0036


 





 



SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE
PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws
of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as trustee (the
“Trustee”), pursuant to that Pooling and Servicing Agreement dated as of June 1, 2020 (the “Agreement”),
between Barclays Commercial Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association, as master servicer (in
such capacity, the “ Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special
Servicer”), Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), the Trustee, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, hereby constitutes and appoints the Master Servicer, by and through the Master Servicer’s officers and authorized
employees, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the Master Servicer and all
properties (“Mortgaged Properties”) administered by the Master Servicer pursuant to the Agreement, to execute
and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate
the enumerated transactions described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties;
provided, however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents
are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings
set forth in the Agreement.


 


1.       The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 




    	 	Exhibit R-1-1	 



     


    

 


2.       The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title errors
discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i) does
not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of
the Agreement.


 


3.       The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.       The
conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.       The
completion of loan assumption agreements.


 


6.       The
full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.


 


7.       The
assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage Loan
secured and evidenced thereby.


 


8.       The
full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.       The
full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust, and in
the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the
completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the
initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or
rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:


 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and
the deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 




    	 	Exhibit R-1-2	 



     


    

  


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as
may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


10.         With
respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the
execution of the following documentation:


 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property
to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


11.         The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.         The
execution and delivery of the following:


 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 




    	 	Exhibit R-1-3	 



     


    

  


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties or REO Properties (including agreements and requests by any borrower with respect to modifications of the standards
of operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all
of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease
subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants,
conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or
REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan
and any other consents.



 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent
that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer also has
the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of
its attorneys-in-fact as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater authority
than that held by the Master Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner
the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer the
power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as
specifically provided for herein or in the Agreement. If the Master Servicer receives any notice of suit, litigation or proceeding
in the name of Wilmington


 




    	 	Exhibit R-1-4	 



     


    

  


Trust, National Association,
then the Master Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of
attorney is not intended to extend or limit the powers granted to the Master Servicer under the Agreement or to allow the Master
Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The Master Servicer hereby
agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney
by the Master Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement
or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of
Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


Third parties without
actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has
been made in writing by the undersigned.


 




    	 	Exhibit R-1-5	 



     


    

 


IN WITNESS WHEREOF, Wilmington
Trust, National Association, as Trustee for BBCMS Mortgage Trust 2020-C7 has caused its corporate seal to be hereto affixed and
these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________
day of ____________.


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,  as
    Trustee for BBCMS Mortgage Trust 2020-C7
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Witness:
	 
	 	 
	 	 
	Witness:
	 
	 	 


 




    	 	Exhibit R-1-6	 



     


    

 





	STATE OF DELAWARE	)
	 	) ss.:
	COUNTY OF	)





 


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness my hand and official
seal.


 


	 	 
	 	Notary Public


 


[SEAL]


 


	My commission expires:
	 
	 	 


 


 


 




    	 	Exhibit R-1-7	 



     


    

 


EXHIBIT
R-2



FORM OF POWER OF ATTORNEY BY TRUSTEE FOR SPECIAL SERVICER


 


Rialto Capital Advisors,
LLC


200 S. Biscayne Boulevard, Suite 3550

Miami, Florida 33131

Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer (BBCMS 2020-C7)

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com, niral.shah@rialtocapital.com, adam.singer@rialtocapital.com


 





 



SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE
PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing under the laws
of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the
“Trustee”) pursuant to that Pooling and Servicing Agreement dated as of June 1, 2020 (the “Agreement”)
by and between Barclays Commercial Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association, as master servicer,
Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, the Trustee,
as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, hereby constitutes
and appoints the Special Servicer, by and through the Special Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact,
in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the Special Servicer and all properties (“REO Properties”) administered by the
Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents customarily
and reasonably necessary and appropriate to effectuate the enumerated transactions described in items (1) through (13) below with
respect to the Mortgage Loans and REO Properties; provided however, that the documents described below may only be executed and
delivered by such Attorneys-in-Fact if such documents are required or permitted under the terms of the Agreement. Capitalized terms
used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


1.       The
endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and
to draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.       The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting such Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title
errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance, (i)
does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of
the Agreement.


 




    	 	Exhibit R-2-1	 



     


    




 


3.       The
subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency
or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.       The
conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged property (a “Mortgaged Property”)
to be acquired as REO Property, or conveyance of title to any REO Property.


 


5.       The
completion of loan assumption agreements and transfers of interest in borrower entities.


 


6.       The
full satisfaction/release of a Mortgage or full conveyance upon payment and discharge of all sums secured thereby, including, without
limitation, cancellation of the related promissory note.


 


7.       The
assignment of any Mortgage and the related promissory note and other loan documents, in connection with the purchase or repurchase
of the Mortgage Loan secured and evidenced thereby.


 


8.       The
full assignment of a Mortgage upon payment and discharge of all sums secured thereby in conjunction with the refinancing thereof,
including, without limitation, the assignment of the related promissory note and other loan documents.


 


9.       The
full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note, and in the
proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any related litigation,
including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination, cancellation
or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings with respect
to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or defense of any
litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:


 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and
such deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;



 




    	 	Exhibit R-2-2	 



     


    

  


		f.	the filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in
bankruptcy cases affecting any Mortgage or the related promissory note;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions;



 


		i.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property;
and



 


		j.	the preparation and execution of such other documents and the performance of such other actions
as may be necessary under the terms of the Mortgage or state law to expeditiously complete said transactions in paragraphs 9.a.
through 9.h. above.



 


10.       
With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:


 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property
to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


11.         The
modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement of
personal property.


 


12.         Execute
and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its capacity
as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission of fault
or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.


 


13.         The
execution and delivery of the following:


 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the



 




    	 	Exhibit R-2-3	 



     


    




 


Mortgage or
other security document in the related Mortgage File or the related Mortgaged Property and other related collateral;


 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments;



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties (including agreements and requests by any borrower with respect to modifications of the standards of operation and management
of such Mortgaged Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights,
powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination
agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, management agreements, any easements,
covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties
or REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage
Loan and any other consents; and



 


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or
accomplish the Special Servicer’s duties and responsibilities under the Agreement.



 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration
of specific items, rights, acts or powers herein is not intended to, nor does it give rise to, and it is not to be construed as
a general power of attorney.


 


Solely to the extent
that the Special Servicer has the power to delegate its rights or obligations under the Agreement, the Special Servicer also has
the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such


 




    	 	Exhibit R-2-4	 



     


    

  


additional powers of
attorney in favor of its attorneys-in-fact as are necessary for such purpose. The Special Servicer's attorneys-in-fact shall have
no greater authority than that held by the Special Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights
and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate
or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided
for herein or in the Agreement. If the Special Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington
Trust, National Association, then the Special Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of
attorney is not intended to extend or limit the powers granted to the Special Servicer under the Agreement or to allow the Special
Servicer to take any action with respect to mortgages, deeds of trust or the related promissory notes not authorized by the Agreement.


 


The Special Servicer
hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any
and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever incurred by the Trustee by reason or result of or in connection with the negligent use, or negligent
or willful misuse, of this Limited Power of Attorney by the Special Servicer, or its attorneys-in-fact, of the powers granted to
it hereunder. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the
earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of
Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


IN WITNESS WHEREOF, Wilmington
Trust, National Association, as Trustee for BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates has caused
its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected
and authorized signatory this ___________ day of ____________.


 


	 	Wilmington Trust, National Association,  as Trustee for BBCMS Mortgage Trust 2020-C7
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Witness:	 	 


 




    	 	Exhibit R-2-5	 



     


    

  


	 	 	 


  






    	 	Exhibit R-2-6	 



     


    







 


State of Delaware}


County of }


 


On ________________________,
before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


	Witness my hand and official seal.
	 
	 	 
	Notary signature


 




    	 	Exhibit R-2-7	 



     


    

 


EXHIBIT
S



INITIAL SERVICED COMPANION NOTEHOLDERS


 


	Loan	Companion Holder
	Inland Self Storage Michigan Portfolio	
        Note A-2

         

        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Joe DeRoy

        Facsimile: (877) 379-1625

        

        with a copy to:

         

        Polsinelli

        900 West 48th Place, Suite 900

        Kansas City, Missouri 64112

        Attention: Kraig Kohring

        Facsimile: (816) 753-1536

         

	Weston South Carolina Industrial Portfolio	
        Note A-2

         

        KeyBank National Association

        11501 Outlook Street, Suite 300

        Overland Park, Kansas 66211

        Attention: Joe DeRoy

        Facsimile: (877) 379-1625

        

        with a copy to:

         

        Polsinelli

        900 West 48th Place, Suite 900

        Kansas City, Missouri 64112

        Attention: Kraig Kohring

        Facsimile: (816) 753-1536

         

	ExchangeRight Net Leased Portfolio 32	
        Note A-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:

        
 



  




    	 	Exhibit S-1	 



     


    

 


		
        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

         




 






    	 	Exhibit S-2	 



     


    

 


EXHIBIT
T



FORM OF NOTICE FOR NON-SERVICED MORTGAGE LOAN


 


[FOR the PARKMERCED
MORTGAGE LOAN, THE ACUITY PORTFOLIO MORTGAGE LOAN AND THE 650 MADISON AVENUE MORTGAGE LOAN:


 


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Facsimile: (877) 379-1625

Email: michael_a_tilden@keybank.com



with a copy to:



KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Facsimile: (877) 379-1625

Email: keybank_notices@keybank.com]



with a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: (816) 753-1536

Email: kkoring@polsinelli.com]


 


[FOR THE 525 MARKET STREET MORTGAGE LOAN, THE COVE AT TIBURON
MORTGAGE LOAN, THE ONE STOCKTON MORTGAGE LOAN AND THE VERNON TOWER MORTGAGE LOAN:


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 S. Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: MKT 2020-525M

Facsimile: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 




    	 	Exhibit T-1	 



     


    

  


Wells Fargo Bank, National Association

Legal Department, D1053-300

301 South College Street, 30th Floor

Charlotte, North Carolina 28202

Attention: Commercial Mortgage Servicing Legal Support

Facsimile: (704) 383-0353


 


with an additional copy to:


 


K&L Gates LLP

300 South Tryon Street

Suite 1000

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: MKT 2020-525M

Fax Number: (704) 353-3190

Email: stacy.ackermann@klgates.com]


 


[FOR THE F5 TOWER 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

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]


 


VIA EMAIL


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7



 


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 propert[y][ies]
identified as [Parkmerced][525 Market Street][The Cove at Tiburon][Acuity Portfolio][F5 Tower][650 Madison Avenue][One Stockton][Vernon
Tower] (the “Subject Whole Loan”) under the [MRCD 2019-PARK][MKT 2020-525M][SGCMS 2020-COVE][CFK 2020-


 




    	 	Exhibit T-2	 



     


    

  


MF2][BBCMS 2020-C6][MAD
2019-650M][WFCM 2020-C55] [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-C7 pursuant to that certain Pooling and Servicing Agreement, dated June 1, 2020 (the “2020-C7 Pooling Agreement”)
between Barclays Commercial Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association, as master servicer (in
such capacity, the “2020-C7 Master Servicer”), Rialto Capital Advisors, LLC, as special servicer, Wells Fargo
Bank, National Association, as certificate administrator (in such capacity, the “2020-C7 Certificate Administrator”),
Wilmington Trust, National Association, as trustee (the “2020-C7 Trustee”), and Park Bridge Lender Services
LLC, as operating advisor and as asset representations reviewer, and that the 2020-C7 Trustee is the holder of the Subject Mortgage
Loan.


 


The undersigned, as 2020-C7
Certificate Administrator, hereby directs you, in your capacity as the Lead Master Servicer of the Subject Whole Loan, to remit
to the 2020-C7 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be, to
the 2020-C7 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-C7 Pooling Agreement) and the Lead PSA.


 


The Subject Mortgage
Loan is not a Significant Obligor (as such term is defined in the 2020-C7 Pooling Agreement) under the 2020-C7 Pooling Agreement.


 


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-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7 and the RR Interest Owner
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	Exhibit T-3	 



     


    

 


EXHIBIT
U



FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE 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.

22 W. Washington Street

Attention: CMBS Surveillance

Chicago, Illinois 60602

Cmbs.surveillance@morningstar.com


 


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E-mail: CMBSSurveillance@moodys.com


 


		From:	Wells Fargo Bank, National Association, in its capacity as Master Servicer under the Pooling and
Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between Barclays Commercial
Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC,
as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.



 


Date: _________, 20___


 




    	 	Exhibit U-1	 



     


    

 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7



 


Mortgage Loan (the “Mortgage
Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling
and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following
names:____________________

            ____________________


 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As Master Servicer under
the Pooling and Servicing Agreement, we hereby:


 


(a)       Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____a full defeasance
of the entire principal balance of the Mortgage Loan; or


 


____a partial defeasance
of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b)       Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto,
which exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect
on the Mortgage Loan or the defeasance transaction:


 


(i)       The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)       The
defeasance was consummated on __________, 20__.


 


(iii)       The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for
‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s
Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the
principal due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)       The
Master Servicer received an opinion of counsel (from counsel approved by the Master Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.


 




    	 	Exhibit U-2	 



     


    




 


(v)       The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 


(vi)       The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)       The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds
of the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled
Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as
defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv) permit release
of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the Mortgage Loan
has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance
collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other than the
defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for administering
the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor.


 


(viii)       The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without
taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments
after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a
partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues
received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after
the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or
fiscal year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof
in a partial defeasance) for such year.


 




    	 	Exhibit U-3	 



     


    

  


(ix)       The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below).
The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of
pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent
Distribution Date Statement received by us (the “Current Report”).


 


(x)       The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected first
priority security interest in the defeasance collateral and that the documents executed in connection with the defeasance are enforceable
in accordance with their respective terms.


 


(c)       Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance
Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)       Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(e)       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.


 


	 	WELLS FARGO 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 June 1, 2020 (the “Pooling and Servicing Agreement”).


Transaction: BBCMS Mortgage Trust
2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7


Operating Advisor: Park Bridge Lender
Services LLC


Special Servicer: Rialto Capital
Advisors, LLC


Directing Certificateholder: RREF
IV Debt AIV, LP


 


		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)	[Final] Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans.
This report is based only on the Specially Serviced Loans in respect of which an Asset Status Report has been issued. The Asset
Status Reports may not yet be fully implemented.



 


		2.	[●] Mortgage Loans were the subject of a Major Decision as to which the Operating Advisor
had consultation rights pursuant to the Pooling and Servicing Agreement.



 


		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 of the items listed in this report, and subject to the assumptions, limitations
and qualifications set forth herein, the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special
Servicer [is/is not] operating in compliance with the Servicing Standard with respect to its performance of its duties under the
Pooling and Servicing Agreement.


 





 






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	 



     


    

  


		·	[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]



 


In connection with the
assessment set forth in this report, the Operating Advisor:


 


		1.	Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report,
attestation report by a third party regarding the Special Servicer’s compliance with its obligations and net present value
calculations and Appraisal Reduction Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following [●] Specially
Serviced Loans: [List related mortgage loans]



 


		2.	Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The
Operating Advisor’s analysis of the Asset Status Reports (including related net present value calculations and Appraisal
Reduction Amount calculations) related to the Specially Serviced Loans should be considered a limited investigation and not be
considered a full or limited audit. For instance, we did not review each page of the Special Servicer’s policy and procedure
manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit
any property, visit the Special Servicer, visit the Directing Certificateholder or interact with any borrower. In addition, our
review of the net present value calculations and Appraisal Reduction Amount calculations is limited to the mathematical accuracy
of the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such,
does not take into account the reasonableness of the discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


		1.	The Operating Advisor reviewed the following items in connection with the generation of this report:
[LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Operating Advisor consulted with the Special Servicer regarding its
strategy plan for a limited number of issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated
in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such observations
and recommendations appropriate.



 


		3.	Appraisal Reduction Amount calculations and net present value calculations:



 


		4.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify
the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portions of the applicable
formulas required to be utilized in connection with any Appraisal Reduction Amount or net present value calculations used in the
special servicer’s determination of what



 




    	 	Exhibit V-2	 



     


    




 


course of action
to take in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization by the special servicer.


 


		(a)	The operating advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the
application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation.



 


		(b)	After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations
or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such
inaccuracy [has been/ has not been] resolved.



 


		5.	The following is a general discussion of certain concerns raised by the Operating Advisor discussed
in this report: [LIST CONCERNS].



 


		6.	In addition to the other information presented herein, the Operating Advisor notes the following
additional items, if any: [LIST ADDITIONAL ITEMS].



 


		IV.	Assumptions, Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	As provided in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required to
report on instances of non-compliance with, or deviations from, the Servicing Standard or the special servicer’s obligations
under the Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith,
to be immaterial and (ii) will not be required in the ordinary course to provide or obtain a legal opinion, legal review or legal
conclusion as part of that assessment.



 


		2.	In rendering our assessment herein, we have assumed that all executed factual statements, instruments,
and other documents that we have relied upon in rendering this assessment have been executed by persons with legal capacity to
execute such documents.



 


		3.	Except as may have been reflected in any Asset Status Report, the Operating Advisor did not participate
in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially
Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder or borrower directly.
As such, the Operating Advisor relied upon the information delivered to it by the Special Servicer as well as its interaction with
the Special Servicer, if any, in gathering the relevant information to generate this report. The services that we perform are not
designed and cannot be relied upon to detect fraud or illegal acts should any exist.



 


		4.	The Special Servicer has the legal authority and responsibility to service any Specially Serviced
Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards
set forth therein or direct the actions of the Special Servicer.



 




    	 	Exhibit V-3	 



     


    

  


		5.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to
outline the details or substance of any communications held between it and the Special Servicer regarding any Specially Serviced
Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result,
this report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer.



 


		6.	There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially
Serviced Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve
changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating Advisor
has not assessed the Special Servicer’s operational compliance with respect to those types of actions.



 


		7.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have
questions regarding this report, they should address such questions to the certificate administrator through the certificate administrator’s
website.



 


		8.	This report does not constitute recommendations to buy, sell or hold any security, nor does the
Operating Advisor take into account market prices of securities or financial markets generally when performing its limited review
of the Special Servicer as described above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder
or any other party or individual. Nothing is intended to or should be construed as creating a fiduciary relationship between the
Operating Advisor and any Certificateholder, party or individual.



 


Terms used but not defined herein
have the meaning set forth in the Pooling and Servicing Agreement.


 




    	 	Exhibit V-4	 



     


    

 


EXHIBIT
W



FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING

 REPLACEMENT OF SPECIAL SERVICER


 


Wilmington Trust, National Association


as Trustee


1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BBCMS 2020-C7


 


Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BBCMS Mortgage Trust 2020-C7

Email: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


Rialto Capital Advisors,
LLC


as Special
Servicer


Rialto Capital Advisors, LLC


200 S. Biscayne Boulevard, Suite 3550


Miami, Florida 33131


Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer
(BBCMS 2020-C7)


Facsimile number: (305) 229-6425


E-mail: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com,


niral.shah@rialtocapital.com, adam.singer@rialtocapital.com


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7, Recommendation
of Replacement of Special Servicer



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing
Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, on behalf of the holders of BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7
(the “Certificates”) and the RR Interest Owner 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.


 




    	 	Exhibit W-1	 



     


    

  


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 Rialto Capital Advisors, LLC, in its current capacity as Special Servicer, is not [performing
its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors
support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that Rialto Capital Advisors, LLC be removed as Special Servicer and that [________] be appointed its
successor in such capacity.


 


	 	Very truly yours,
	 	 	 
	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 


  




    	 	Exhibit W-2	 



     


    

 


EXHIBIT
X



FORM OF CONFIDENTIALITY AGREEMENT


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BBCMS 2020-C7 Asset Manager

Telecopy Number: (704) 715-0036]


 


[Rialto Capital Advisors,
LLC


200 S. Biscayne Boulevard, Suite 3550

Miami, Florida 33131

Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer (BBCMS 2020-C7)

Facsimile number: (305) 229-6425

E-mail: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com, 

niral.shah@rialtocapital.com, adam.singer@rialtocapital.com]


 


		Re:	Access to Certain Information Regarding BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through
Certificates, Series 2020-C7



 


Ladies and Gentlemen:


 


Reference is hereby made
to that certain Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”),
among Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto
Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust,
National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.
Defined terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells Fargo Bank, National
Association (“Wells Fargo”)/Rialto Capital Advisors, LLC (“Rialto”)] understands that [____]
(the “Company”) is requesting certain confidential or non-public information relating to the Mortgage Loans
to which the Company has continuing rights as a Certificateholder. The Company is requesting such information for the purpose of
analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 


[Wells Fargo/Rialto]
will provide the Company with certain confidential, non-public servicing information (the “Confidential Information”)
pertaining to the Mortgage Loans


 




    	 	Exhibit X-1	 



     


    

  


and the related Mortgaged
Properties and borrowers. The Company acknowledges that the Confidential Information (a) includes or may be based upon information
provided to [Wells Fargo/Rialto] by third parties, (b) may not have been verified by [Wells Fargo/Rialto], and (c) may
be incomplete or contain inaccuracies. The Company agrees that [Wells Fargo/Rialto], the [“Master Servicer”/“Special
Servicer”] (as defined in the Pooling and Servicing Agreement) and its respective Representatives (as defined below)
shall not have any liability to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the
Confidential Information, (y) any use of the Confidential Information, or (z) [Wells Fargo/ Rialto]’s failure or
inability to provide the Confidential Information to the Company for any reason. Notwithstanding the foregoing, the following will
not constitute “Confidential Information” for purposes of this letter agreement: (a) information that was
already in Company’s possession prior to its receipt from [Wells Fargo/Rialto]; (b) information that is obtained by
Company from a third person who, insofar as is known to Company, is not prohibited from transmitting the information to Company
by a contractual, legal or fiduciary obligation to [Wells Fargo/Rialto]; (c) information that is or becomes publicly available
through no fault of Company; and (d) information that is independently developed by Company. The term “Representatives”
with respect to any entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal
counsel (which may be internal counsel) of that entity.


 


The Company may have
access to the Confidential Information through (at [Wells Fargo/ Rialto]’s election): (i) responses to reasonable written
inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo/Rialto]’s
surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____]
system or any successor or replacement system (“System”). [Wells Fargo/Rialto] may cease or defer providing
the Company with Confidential Information in the event that (a) the Company or its Representatives violate any provision hereof,
or (b) [Wells Fargo/Rialto] determines (in its sole discretion) that such termination is necessary for any reason, including
its determination that such action is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage
Loan documents, or any applicable law. [Wells Fargo/Rialto] shall cease to provide the Company with Confidential Information if
[Wells Fargo/Rialto] has actual knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage
Loan documents and [Wells Fargo/Rialto] determines that the provision, notice or access to such Confidential Information would
violate the accepted servicing practices or servicing standards as defined in the Pooling and Servicing Agreement. The Company’s
obligations and the restrictions applicable to the protection of the Confidential Information hereunder shall survive the termination
of the Company’s access to the Confidential Information. [Wells Fargo/Rialto]’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


 




    	 	Exhibit X-2	 



     


    

  


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.


 


If the provisions of
this Agreement are breached by the Company or its Representatives, Company agrees to indemnify and hold harmless [Wells Fargo/Rialto]
their successors and assigns, from and against any resulting loss, cost, damage or expense undertaken, paid, awarded, assessed,
incurred or suffered by [Wells Fargo/Rialto]. Company shall be liable to [Wells Fargo/Rialto] for all court costs, reasonable and
out of pocket attorneys’ fees and other expenses incurred by [Wells Fargo/Rialto] in enforcing its rights under this Agreement,
recovering damages and/or obtaining other appropriate relief.


 


This letter agreement
shall be governed by and construed in accordance with the laws of the State of New York without the application of conflict of
laws principles. Anything herein to the contrary notwithstanding, [Wells Fargo/Rialto] intends at all times to comply with the
terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or
qualify any of [Wells Fargo/Rialto]’s rights or obligations under the Pooling and Servicing Agreement. This letter agreement
may be executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed to be an
original instrument, and all such counterparts together shall constitute one agreement.


 


This agreement shall
terminate with respect to the information received by the Company one year after the Company receives such information or ceases
to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement
regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing
the System before or after signing this letter agreement.


 




    	 	Exhibit X-3	 



     


    

 


Please have an authorized
signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters
set forth herein.


 


	 	Very truly yours,



[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 


	 	[RIALTO CAPITAL ADVISORS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 


	CONFIRMED AND AGREED TO:



[COMPANY NAME]
	 	 
	By:	 	 
	 	Name:
	 	Title:


 




    	 	Exhibit X-4	 



     


    

 


EXHIBIT
Y



FORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I, [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-C7 (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.



 




    	 	Exhibit Y-1	 



     


    

  


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties: [(A) Rialto Capital Advisors,
LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as 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-C7 (the “Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator
(in such capacity, the “Certificate Administrator”), under that certain Pooling and Servicing Agreement, dated
as of June 1, 2020 (the “Pooling and Servicing Agreement”), entered into by Barclays Commercial Mortgage Securities
LLC (the “Depositor”), as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity,
the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”),
Wilmington Trust, National Association, as trustee, the Certificate Administrator, and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, certifies to [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



 




    	 	Exhibit Z-1-1	 



     


    

  


criteria applicable
to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such
Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Depositor for disclosure
in such annual report on Form 10-K.


 


In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons:
the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


	Date:	 
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	Exhibit Z-1-2	 



     


    

 


EXHIBIT
Z-2



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


BBCMS MORTGAGE TRUST 2020-C7 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer under that certain Pooling and Servicing
Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), entered into by Barclays Commercial
Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Wilmington
Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity,
the “Certificate Administrator”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor,
[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:	 
	 	 
	 	[WELLS FARGO 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-C7 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________ ] of Rialto Capital Advisors, LLC as Special Servicer under that certain Pooling and Servicing
Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), entered into by Barclays Commercial
Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master
Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Wilmington
Trust, National Association, as trustee (the “Trustee”), Wells Fargo Bank, National Association, as certificate
administrator (in such capacity, the “Certificate Administrator”), and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for
Sarbanes-Oxley Certification], the Depositor, [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-C7 (The “Trust”)


 


The undersigned, __________,
a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (the “Trustee”),
under that certain Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”),
entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association, as master servicer
(in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special
Servicer”), the Trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the
“Certificate Administrator”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, certifies to [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:	 
	 	 
	 	WILMINGTON TRUST, 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-C7 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of Park Bridge Lender Services LLC (the “Operating Advisor”) as Operating Advisor
under that certain Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling and Servicing Agreement”),
entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association, as master servicer
(in such capacity, the “Master Servicer”), Rialto Capital Advisors, LLC, as special servicer (the “Special
Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate
administrator (in such capacity, the “Certificate Administrator”) and Park Bridge Lender Services LLC, as Operating
Advisor and as asset representations reviewer, on behalf of the Operating Advisor, certify to [Name of Certifying Person(s) for
Sarbanes-Oxley Certification], the Depositor, [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



 




    	 	Exhibit Z-5-1	 



     


    

  


attestation
report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K
for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided
to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure
in such annual report on Form 10-K.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


	Date:	 
	 	 
	 	PARK BRIDGE LENDER SERVICES LLC
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	Exhibit Z-5-2	 



     


    

 


EXHIBIT
Z-6



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CUSTODIAN


 


BBCMS MORTGAGE TRUST 2020-C7 (The “Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian (the
“Custodian”), under that certain Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling
and Servicing Agreement”), entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors,
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, Wells
Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”),
and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, certifies to [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-C7 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of Park Bridge Lender Services LLC (the “Asset Representations Reviewer”) as
Asset Representations Reviewer under that certain Pooling and Servicing Agreement dated as of June 1, 2020 (the “Pooling
and Servicing Agreement”), entered into by Barclays Commercial Mortgage Securities LLC, as depositor, Wells Fargo Bank,
National Association, as master servicer (in such capacity, the “Master Servicer”), Rialto Capital Advisors,
LLC, as special servicer (the “Special Servicer”), Wilmington Trust, National Association, as trustee, and Wells
Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and Park Bridge Lender Services LLC, as operating advisor and as Asset Representations Reviewer, on behalf of the Asset Representations
Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, [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:	 
	 	 
	 	PARK BRIDGE LENDER SERVICES LLC
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member


 


	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member


 


	 	By:	 
	 	 	Name:
	 	 	Title:










 




    	 	Exhibit 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


 





 






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)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For
    purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution
    means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
        Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts.  These reconciliations (A) are mathematically accurate; (B) are prepared within
    30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements;
    (C) are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain
    explanations for reconciling items.  These reconciling items are resolved within 90 calendar days of their original
    identification, or such other number of days specified in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes
    and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
        Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage
    loan documents.	Master
    Servicer
	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



 



    	 	Exhibit AA-2	 



     


    

  


	 	APPLICABLE
    SERVICING CRITERIA	APPLICABLE
    PARTY
	Reference	Criteria	 
	 	 Servicing
    Considerations	 
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction
    agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone
    calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	Master
    Servicer

    

    
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At all times that the
Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer, may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




    	 	Exhibit 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 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-C7 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:	●     Master
    Servicer (as to itself)
	●     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)
	
        ●    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 to itself in its capacity as a 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 Responsible” pursuant
	●    Master Servicer


 




    	 	Exhibit BB-2	 



     


    

 





	Item on Form 10-D	Party Responsible
	
        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 the related Distribution Date and the preceding Distribution Date)



 






    	 	Exhibit BB-3	 



     


    




 


	Item on Form 10-D	Party Responsible
	 	●    Any other party responsible for disclosure items on Form 8-K (including each applicable Mortgage Loan Seller with respect to Item 1100(e) of Regulation AB to the extent material to Certificateholders)
	
        Item 10: Exhibits (no. 3):

        Articles of incorporation and by-laws (Exhibit No. 3(i)
        and 3(ii) of Item 601 of Regulation S-K)
	●   Depositor
	
        Item 10: Exhibits (no. 4):

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ●   Certificate Administrator

        ●   Depositor

        provided that, in each case, that this shall in no
        event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        provided, further, in each case, that in
        the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor
        shall be the responsible party.

	
        Item 10: Exhibits (no. 10):

        Material contracts (Exhibit No. 10 of Item 601 of
        Regulation S-K)
	●    Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 10: Exhibits (no. 22):

        Published Report Regarding Matters Submitted to a Vote of Security
        Holders (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
	●    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
	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 Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.



 



    	 	Exhibit BB-5	 



     


    

 


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 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-C7 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.
	Item 15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW





 




    	 	Exhibit CC-1	 



     


    

  


	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 1 of 3 Parts:

         

        ●   Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.
	●    The applicable Mortgage Loan Seller.
	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 2 of 3 Parts:

         

        ●    Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
        Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.
	●    Depositor
	
        Instruction J(2)(b) (Significant Obligors
        of Pool Assets) – Part 3 of 3 Parts:

         

        ●    Item 1112(b)
        of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported
        only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist
        of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as
        applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received
        or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing
        Agreement; provided, however, that for a significant obligor
	●    Master Servicer 


 




    	 	Exhibit CC-2	 



     


    

  


	
        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

         

	
        Instruction J(2)(e) (Affiliations and Certain
        Relationships and Related Transactions) – Part 1 of 2 Parts:

        1119(a) of Regulation AB,
	  ●  Master Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, Special Servicer or a sub-servicer retained by it meeting any of the



 



    	 	Exhibit CC-3	 



     


    

 





	
        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-C7 transaction) between itself (that is, the particular “Party Responsible”)
        or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage
        Loan Seller, and (3) the Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding
        (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material
        to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10 K
        if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●    1119(c) of Regulation AB,

         

        but only the existence and (if existent) a
	
        descriptions in Item 1108(a)(3)).

         

        ●    Special
        Servicer

         

        ●    Certificate
        Administrator

         

        ●    Trustee

         

        ●    Each
        party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one or
        more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets of
        the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
        to the effect that such party no longer constitutes an originator of 10% or more of the assets of the Trust).

         

        ●    Each
        party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
        assets of the Trust for purposes of Regulation AB and the upcoming Form 10 K” in a written notice delivered to the parties
        to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10
        K is due.

         

        ●    Each
        party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or
        substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
        under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
        to



 




    	 	Exhibit CC-4	 



     


    

  


	
        description (including the terms and approximate
        dollar amount) of any specific relationship involving or related to the Series 2020-C7 transaction or the Mortgage Loans between
        itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more
        of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however,
        that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported
        if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the
        applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10 K Disclosure”.

         
	
        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”.

         

        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
	
        ●    Depositor

         

        ●    Each
        Mortgage Loan Seller



 




    	 	Exhibit CC-5	 



     


    

  


	
        length transaction with an unrelated third
        party (apart from the Series 2020-C7 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-C7 transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its
        affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
        on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed within
        the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and
        (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         
	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
        liquidation or succession (Exhibit
	●    Depositor


 




    	 	Exhibit CC-6	 



     


    

  


	
        No. 2 of Item 601 of Regulation S-K)

         
	 
	
        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 that, in each case,
        that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

        provided, further,
        in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator,
        then the Depositor shall be the responsible party.

         

	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item
        601 of Regulation S-K)
	●   Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share
        earnings (Exhibit No. 11 of Item 601 of Regulation S-K)

         
	●    Not Applicable.
	
        Item 15: Exhibits (no. 12):

         
	●    Not Applicable.


 




    	 	Exhibit CC-7	 



     


    

  


	
        Statement regarding computation of ratios
        (Exhibit No. 12 of Item 601 of Regulation S-K)

         
	 
	
        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.
	
        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)
	●    Depositor


 




    	 	Exhibit CC-8	 



     


    

  


	
        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.

         
	 
	
        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))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit
        No. 31(i) of Item 601 of Regulation S-K).

         
	●    Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit
        No. 31(ii) of Item 601 of Regulation S-K).
	
        ●   Delivery
        of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this
        Pooling and Servicing Agreement.

         

	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32
        of Item 601 of Regulation S-K).
	●    Not Applicable.


 




    	 	Exhibit CC-9	 



     


    

  


	
        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.
	
        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-	●    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).


 






    	 	Exhibit CC-10	 



     


    




 


	
        K Disclosure”.

         
	 
	
        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 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-C7 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 definitive agreement 



 




    	 	Exhibit DD-1	 



     


    

  


	 	
        relates to the Trust or one or
        more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement
        to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor
        engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate
        Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.

         

	Item 1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	
        ●   Certificate
        Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
        the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such
        contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or
        a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however,
        that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling
        and Servicing Agreement.

         

	Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	
        ●    Depositor,
        to the extent of any material agreement not covered in the prior item

         

	Item 1.03:  Bankruptcy or Receivership	
        ●    Depositor

         

	Item 2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ●    Depositor

        ●    Certificate
        Administrator



 




    	 	Exhibit DD-2	 



     


    

  


	
        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
	
        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


 




    	 	Exhibit DD-3	 



     


    

  


	
        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):

         

        Other documents or statements to security
        holders (Exhibit No. 20 of Item 601 of Regulation S-K)

         
	●    Not Applicable
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No.
        23(ii) of Item 601 of Regulation S-K), where
	●    Depositor


 






    	 	Exhibit DD-4	 



     


    




 


	
        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.

         
	 
	
        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.


 




    	 	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-C7—SEC REPORT PROCESSING


 


		RE:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



 


Ladies and Gentlemen:


 


In accordance with Section
[11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”),
between Barclays Commercial Mortgage Securities LLC, as Depositor (the “Depositor”), Wells Fargo Bank, National
Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator, Wilmington Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating
Advisor 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.	KeyBank National Association



 




    	 	Exhibit FF-1	 



     


    

 


EXHIBIT
GG



SERVICING FUNCTION PARTICIPANTS


 


		1.	KeyBank National Association



 




    	 	Exhibit GG-1	 



     


    

 


EXHIBIT
HH



FORM OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 


BBCMS Mortgage Trust 2020-C7, Commercial
Mortgage Pass-Through Certificates, Series 2020-C7 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [Rialto Capital Advisors, LLC, as Special
Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wilmington Trust, National Association, as Trustee]
(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:	 	 
	 	 
	[WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as master servicer]

[RIALTO CAPITAL ADVISORS, LLC,

as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as certificate administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as trustee]
	 	 
	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-C7, 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-C7	 	 	$	 	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
		 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 	 
	BBCMS
    2020-C7	 	 	$	 	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$	 	 	 	$	 	%	 	 	 	 	 	 
	Outside
    the Trust	 	 	$
		 	 	$	 	%	 	 	 	 	 	 
	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 	 
	BBCMS
    2020-C7	 	 	$	 	 	 	$	 	%	 	 	 	 	 	 
	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-C7—SEC REPORT PROCESSING

Email: cts.sec.notifications@wellsfargo.com


 


RE: **Additional
Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section 11.04
of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor (the “Depositor”), Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor 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


 


[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-C7

Email: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

as Master Servicer


Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BBCMS 2020-C7 Asset Manager

Telecopy Number: (704) 715-0036


 


Rialto Capital Advisors,
LLC


as Special
Servicer


Rialto Capital Advisors, LLC


200 S. Biscayne Boulevard, Suite 3550


Miami, Florida 33131


Attention: Liat Heller, Jeff Krasnoff, Niral Shah and Adam Singer
(BBCMS 2020-C7)


Facsimile number: (305) 229-6425


E-mail: liat.heller@rialtocapital.com, jeff.krasnoff@rialtocapital.com,


niral.shah@rialtocapital.com, adam.singer@rialtocapital.com


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York, 10016

Attention: BBCMS 2020-C7 Surveillance Manager

Email: cmbs.notices@parkbridgefinancial.com


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7 (the
“Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of June 1, 2020, between Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National



 




    	 	Exhibit NN-1	 



     


    

  


Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer


 


This letter is delivered
to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________
(the “Transferor”) to us (the “Transferee”) of $__________________ original principal balance
in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. The Certificates were issued pursuant to
the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:






 


______________________


 


______________________


 


______________________


 


Contact Info: [Tel/Email]


 


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator,
that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.
To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class
[__] Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights
and post a “special notice” on your website to the following effect:



 


“A Consultation Termination
Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of
the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


 


All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 


	 	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-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7



 


Ladies and Gentlemen:


 


In accordance with Section 12.01
of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), the
undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an Asset
Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing
the following Asset Review Report.


 


		1.	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	 



     


    

  





	 	PARK BRIDGE LENDER SERVICES LLC,
	 	 	as Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:










 



    	 	Exhibit OO-2	 



     


    

  


Exhibit A


 


Detailed Scorecard

[Template Example Below]


 




	
        Test failures

         

	Loan #	
        Loan

        Name
	
        R&W

        #
	R&W Name	Test Description	Findings
	[Insert 	[Insert 	44	Cross-Collateralization	[Insert Test Description]	[Insert Test findings]
	Loan Number]	Loan Name]	32	Single-Purpose Entity	 	 




 




    	 	Exhibit OO-3	 



     


    

 


EXHIBIT
PP



FORM OF ASSET REVIEW REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7



 


Ladies and Gentlemen:


 


In accordance with Section 12.01
of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), the
undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an Asset
Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing
the following Asset Review Report Summary.


 


		1.	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	 



     


    

 





	 	PARK BRIDGE LENDER SERVICES LLC,
	 	 	as Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:










 




    	 	Exhibit 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 	[Insert 	22	Compliance with Usury Laws
	 	Loan Name]	Mortgage

 Loan Seller]	32	Single-Purpose Entity




 




    	 	Exhibit PP-3	 



     


    

 


EXHIBIT
QQ


 


ASSET REVIEW
PROCEDURES


 


Subject to the Pooling and Servicing Agreement,
this Exhibit sets forth the Asset Representations Reviewer’s review procedures for each Delinquent Loan based on the information
provided for an Asset Review. Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in
the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit QQ and the terms of the Pooling and Servicing
Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representations Reviewer’s responsibilities
and duties with respect to Asset Reviews.


 


Call for Review and Collection and Inventory
of Review Materials


 


		Step 1	Asset Representations
Reviewer (“ARR”) receives the following items before beginning its review:



 


		·	CREFC® Delinquent Loan Status Report



 


		·	Notice of Asset Review Trigger (with attachments)



 


		·	Notice of Asset Review Vote Election



 


		·	Notice of Affirmative Asset Review Vote



 


		·	Asset Review Notice



 


		·	List of all Subject Loans



 


		   ·	Review Materials for each Subject Loan via Secure Data Room access,

                                                                                 

                                                                                including the Diligence File




 


		·	Any Unsolicited Information (if applicable)



 


		Step 2 	For each Subject Loan,
ARR inventories all Review Materials to which ARR is provided access in the Secure Data Room to determine what, if any, Review
Materials for such Subject Loan are missing, using the list of documents provided in the definition of “Mortgage File”
of this Agreement, any comparable lists included in the related Mortgage Loan Purchase Agreement, and any closing checklist from
the origination of such Subject Loan, to guide its review and determination.



 


		Step 3	If ARR determines
that the information made available to it in the Secure Data Room with respect to any Subject Loan is missing any documents required
to complete an Asset Review of such Subject Loan, ARR prepares list of such



 




    	 	Exhibit QQ-1	 



     


    

  


			missing documents and (i) notifies the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special
                                                                            Servicer (with respect to Specially Serviced Loans) of such missing documents, and requests that the Master Servicer or the
                                                                            Special Servicer, as the case may be, deliver to the ARR such missing document(s) to the extent in its possession and (ii) in
                                                                            the event any missing documents are not provided by the Master Servicer or the Special Servicer, as the case may be, the ARR
                                                                            shall request such documents from the related Mortgage Loan Seller.



 


Analysis
and Testing of Representations and Warranties


 


		Step 4	For each Subject Loan
for which ARR has received all Review Materials required to complete an Asset Review of such Subject Loan, ARR tests such Subject
Loan for compliance with each representation and warranty made by the related Mortgage Loan Seller with respect to such Subject
Loan as follows:



 


		§	ARR reviews each representation and warranty and each item
included in the Review Materials applicable or related to such representation or warranty to determine whether there is any evidence
that such representation or warranty was not true when made by the related Mortgage Loan Seller.



 


		§	For each representation and warranty, ARR lists



 


		·	all items from the Review Materials reviewed or used in
its testing of such representation and warranty;



 


		·	whether ARR has determined that there is any evidence that
such representation or warranty was not true when made by the related Mortgage Loan Seller; and



 


		o	if so, stating the aspect of the applicable representation
or warranty that does not appear to have been true when made by the related Mortgage Loan Seller and ARR’s basis for its
conclusion;



 


		o	completing the Asset Review Report by setting forth, for
each Subject Loan, the information contemplated herein with respect to each representation and warranty.





 


ARR will not attempt (and
has no obligation) to determine the materiality of any potential breach of a representation or warranty that it discovers evidence
of during its review as contemplated herein.


 




    	 	Exhibit QQ-2	 



     


    

 


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-C7

Email:trustadministrationgroup@wellsfargo.com


 


		Attention:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7



 


In accordance with the
requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of June 1,
2020 (the “Pooling and Servicing Agreement”), between Barclays Commercial Mortgage Securities LLC, as Depositor,
Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee and Park Bridge Lender Services
LLC, as Operating Advisor 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.]*



 


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.


 





 






*       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	 



     


    

 


	 	[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]


 


	
         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: BBCMS 2020-C7 Asset Manager

         
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York, 10016

        Attention: BBCMS 2020-C7 Surveillance Manager

        With a copy sent contemporaneously via email to

 cmbs.notices@parkbridgefinancial.com

         

	
        Rialto Capital Advisors, LLC

        200 S. Biscayne Boulevard, Suite 3550

        Miami, Florida 33131

        Attention: Liat Heller, Jeff Krasnoff, Niral Shah and

 Adam Singer (BBCMS 2020-C7)

        Facsimile number: (305) 229-6425

        E-mail: liat.heller@rialtocapital.com,

 jeff.krasnoff@rialtocapital.com, 

niral.shah@rialtocapital.com, adam.singer@rialtocapital.com
	 


 


		Attention:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7



 


In accordance with Section 12.01(a)
of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Pooling and Servicing Agreement”), between
Barclays Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor 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.


 




    	 	Exhibit SS-1	 



     


    

 


	 	Wells Fargo Bank, National Association,  as Certificate Administrator for the Holders of the BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7 and the RR Interest Owner
	 	 	 
	 	By:	   
	 	 	[Name]
	 	 	[Title]


 


 




    	 	Exhibit SS-2	 



     


    

 


EXHIBIT
TT



FORM OF CERTIFICATE ADMINISTRATOR RECEIPT OF THE class rr 

certificates


 


[Date]


 


	Barclays Commercial Mortgage Securities LLC

745 Seventh Avenue 

New York, New York 10019

Attention:  Daniel Vinson

daniel.vinson@barclays.com	
        [CLASS RR CERTIFICATE HOLDER]

         

        [OR SUBSEQUENT TRANSFEREE]



 


		Re:	BBCMS Mortgage Trust 2020-C7, Commercial Mortgage Pass-Through Certificates, Series 2020-C7



 


In accordance with Section
[5.02(e)][5.03(i)] of the Pooling and Servicing Agreement, dated as of June 1, 2020 (the “Agreement”), the Certificate
Administrator, as custodian, hereby acknowledges receipt of $[__] of the Class RR Certificates 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 RR Certificates
is attached as Exhibit A. Payments on the Class -RR Certificates 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.	525 Market Street



 


		3.	The Cove at Tiburon



 


		4.	Inland Self Storage Michigan Portfolio



 


		5.	Weston South Carolina Industrial Portfolio



 


		6.	ExchangeRight Net Leased Portfolio 32



 


		7.	Acuity Portfolio



 


		8.	F5 Tower



 


		9.	One Stockton



 


		10.	650 Madison Avenue



 


		11.	Vernon Tower



 




    	 	Schedule 1-1	 



     


    

 


SCHEDULE 2


 


CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


 


See Annex E to the Prospectus.


 




    	 	Schedule 2-1	 



     


    

 


SCHEDULE 3
 


Designated Mortgage Loans With Earnout or Performance 

Escrows or Reserves (Exceeding 10% of the Initial Principal 

Balance of the
Mortgage Loan or (if applicable) Whole Loan)


 


None.


 



    	 	Schedule 3-1